-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MBtZtehBSAFKKm+EApJ9B1Tqju5lSyc53CZMzPCpdyMW0OqQ1juAc6ypnguVh0T6 lhv5XgikiTJSdhXQP2O62g== 0000893750-99-000065.txt : 19990120 0000893750-99-000065.hdr.sgml : 19990120 ACCESSION NUMBER: 0000893750-99-000065 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL CELLULAR CORP CENTRAL INDEX KEY: 0000879573 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 061242753 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42064 FILM NUMBER: 99508250 BUSINESS ADDRESS: STREET 1: 50 LOCUST AVE CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 2039722000 MAIL ADDRESS: STREET 1: 50 LOCUST AVE STREET 2: 50 LOCUST AVE CITY: NEW CANAAN STATE: CT ZIP: 06840 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY CELLULAR CORP /DE DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACKSTONE CCC CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001076985 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134034415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: THE BLACKSTONE GROUP STREET 2: 345 PARK AVE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2127543316 MAIL ADDRESS: STREET 1: THE BLACKSTONE GROUP STREET 2: 345 PARK AVE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 SC 13D 1 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Centennial Cellular Corp. ---------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.01 per share ---------------------------------------------------------------------------- (Title of Class of Securities) 15133V208 ------------------------------ (CUSIP Number) Mark T. Gallogly Blackstone Management Associates III L.L.C. 345 Park Avenue New York, New York 10154 (212) 836-9805 ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 7, 1999 ---------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Page 1 of 22 Pages Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 22 Pages SCHEDULE 13D CUSIP No. 15133V208 Page 3 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Blackstone CCC Capital Partners L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 2,490,358 (1) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,490,358 (1) WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,490,358 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Does not reflect the 3 for 1 stock split effected by the Company on January 13, 1999. SCHEDULE 13D CUSIP No. 15133V208 Page 5 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Blackstone CCC Offshore Capital Partners L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER NUMBER OF SHARES 452,055 (1) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 452,055 (1) WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,055 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Does not reflect the 3 for 1 stock split effected by the Company on January 13, 1999. SCHEDULE 13D CUSIP No. 15133V208 Page 7 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Blackstone Family Investment Partnership III L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 187,814 (1) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 187,814 (1) WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 187,814 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Does not reflect the 3 for 1 stock split effected by the Company on January 13, 1999. SCHEDULE 13D CUSIP No. 15133V208 Page 9 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Blackstone Management Associates III L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 3,130,227 (1) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,130,227 (1) WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,130,227 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.2% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Does not reflect the 3 for 1 stock split effected by the Company on January 13, 1999. SCHEDULE 13D CUSIP No. 15133V208 Page 11 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter G. Peterson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES 3,130,227 (1) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,130,227 (1) WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,130,227 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Does not reflect the 3 for 1 stock split effected by the Company on January 13, 1999. SCHEDULE 13D CUSIP No. 15133V208 Page 13 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen A. Schwarzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES 3,130,227 (1) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,130,227 (1) WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,130,227 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Does not reflect the 3 for 1 stock split effected by the Company on January 13, 1999. STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Item 1. Security and Issuer. This Statement on Schedule 13D relates to the Class A Common Stock, par value $.01 per share ("Common Stock"), of Centennial Cellular Corp., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1305 Campus Parkway, Neptune, New Jersey 07753. Item 2. Identity and Background. This Schedule 13D is being filed jointly by Blackstone CCC Capital Partners L.P., a Delaware limited partnership ("BCP CCC"), Blackstone CCC Offshore Capital Partners L.P., a Cayman Islands exempted limited partnership ("BCP CCC Offshore"), Blackstone Family Investment Partnership III L.P., a Delaware limited partnership ("BFIP III"), Blackstone Management Associates III L.L.C., a Delaware limited liability company ("BMA III"), Mr. Peter G. Peterson and Mr. Stephen A. Schwarzman (the foregoing, collectively, the "Reporting Persons"). BMA III is the sole general partner of BCP CCC and BFIP III and the sole investment general partner of BCP CCC Offshore. Blackstone Services (Cayman) LDC, a Cayman Islands limited duration company, is the administrative general partner of BCP CCC Offshore. Pursuant to the partnership agreement of BCP CCC Offshore, BMA III has the sole power to vote securities held by BCP CCC Offshore and the sole power to dispose of securities held by BCP CCC Offshore. BCP CCC, BCP CCC Offshore and BFIP III will hereinafter be referred to collectively as the "Blackstone Partnerships." BCP CCC and BCP CCC Offshore were formed to effect the transactions described in Item 4 below and have not engaged in any activities other than those incident to their formation and such transactions. The principal business of BFIP III consists of committing capital to facilitate corporate restructurings, leveraged buyouts, bridge financings and other investments. The principal business of BMA III consists of performing the functions of, and serving as, the general partner of BCP CCC and of certain affiliates and the investment general partner of BCP CCC Offshore and of certain affiliates. The principal business and office address of BCP CCC, BFIP III and BMA III is 345 Park Avenue, New York, New York 10154. The principal business and office Page 15 of 22 Pages address of BCP CCC Offshore is c/o Blackstone Services (Cayman) LDC c/o Hemisphere Management (Cayman) Ltd., Zephyr House, Mary Street, 5th Floor, Georgetown, Grand Cayman, Cayman Islands. Messrs. Peter G. Peterson and Stephen A. Schwarzman are the founding members (the "Founding Members") of BMA III. The other members who may exercise control over the day to day business of BMA III are David A. Stockman, Michael B. Hoffman, James J. Mossman, Arthur B. Newman, J. Tomilson Hill, Mark T. Gallogly, Howard A. Lipson, Thomas J. Saylak, John Z. Kukral, Kenneth C. Whitney, Michael Puglisi and Timothy R. Coleman (collectively and together with the Founding Members, the "Members"). Each of the Members is a United States citizen. The principal occupations of each of the Members is serving as an executive of one or more of the Blackstone Partnerships, BMA III, and their affiliates. The Founding Members are the managing members of BMA III. The business address of each of the Members is 345 Park Avenue, New York, New York 10154. During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations of such laws. Item 3. Source and Amount of Funds or Other Consideration. The amount of funds contributed by the Blackstone Partnerships to purchase the Common Stock consisted of approximately $ 137.6 million in equity. The source of funds was capital contributions by the general partner and limited partners of the Blackstone Partnerships. Item 4. Purpose of Transaction. CCW Acquisition Corp., a Delaware corporation ("CCW"), and the Company entered into an Agreement and Plan of Merger, dated as of July 2, 1998, as amended (the "Merger Agreement"), which provided for the merger of CCW with and into the Company (the "Merger"), with the Company being the surviving corporation of the Merger. Pursuant to a Securities Purchase Agreement, dated as of December 29, 1998, among CCW and the Equity Investors named in Item 5 (the "Purchase Agreement"), on January 7, 1999, immediately prior to the Merger, CCW issued an aggregate of 9,096,385 shares of its common stock for an aggregate purchase price of approximately $400 million, including 3,130,227 shares issued to the Blackstone Partnerships for an aggregate purchase price of approximately $137.6 million, and also issued 542,169 shares of common stock for an aggregate purchase price of $180 million in connection with an issuance of debt (collectively, the "Equity Page 16 of 22 Pages Issuance"). In the Merger (i) all shares of common stock of the Company outstanding immediately prior to the Merger were converted into the right to receive $41.50 per share in cash except for 736,639 (approximately 7.1%) shares of Common Stock which were retained by stockholders of the Company and (ii) each share of CCW common stock was converted into one share of Common Stock, resulting in BCP CCC, BCP CCC Offshore and BFIP III beneficially owning 2,490,358, 452,055 and 187,814 shares respectively, of Common Stock. Immediately following the consummation of the Merger, the board of directors of the Company was reconstituted pursuant to the Stockholders Agreement described in Item 6 below to consist of Michael J. Small, Rudy J. Graf, Peter W. Chehayl, Phillip H. Mayberry, Kari L. Jordan, Thomas R. Cogar, Jr., Michael Marrero, Thomas E. Bucks, John H. Casey, III, Edward G. Owen, Thomas E. McInerney, Anthony J. de Nicola, Rudolph E. Rupert, Mark T. Gallogly and Lawrence H. Guffey. Mr. Gallogly is a member of BMA III and Mr. Guffey is an employee of an affiliate of the Blackstone Partnerships. The composition of the Board of Directors of the Company is subject to change from time to time, including pursuant to such Stockholders Agreement. Pursuant to the Merger Agreement, the Company agreed not to take any action for at least 3 years after the Merger to cause the Common Stock to be delisted from the Nasdaq National Market ("Nasdaq") or to cause the Company to cease to be subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Blackstone Partnerships intend to review on a continuing basis their investment in the Company, and the Blackstone Partnerships may decide to increase or decrease their investment in the Company depending upon the price and availability of the Company's securities, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Blackstone Partnerships, general stock market and economic conditions, tax considerations and other factors. Other than as described above, none of the Reporting Persons have any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve the right to develop such plans). Item 5. Interest in Securities of the Issuer. (a) and (b). Pursuant to the Merger, BCP CCC, BCP CCC Offshore and BFIP II acquired 2,490,358 (approximately 24.0%), 452,055 (approximately 4.4%) and 187,814 (approximately 1.8%) of the shares, respectively, of Common Stock. BCP CCC, BCP CCC Offshore and BFIP III, acting through their sole general partner BMA III, have the sole power to vote or to direct the vote, and to ______________ [FN] Does not reflect the 3 for 1 stock split effected by the Company on January 13, 1999. Page 17 of 22 Pages dispose or to direct the disposition of, the Common Stock respectively owned by them. As a result, BMA III may be deemed to beneficially own the shares of Common Stock directly owned by the respective Blackstone Partnerships of which it is the general partner. The Founding Members of BMA III have shared power to vote or to direct the vote of, and to dispose or to direct the disposition of, the shares of Common Stock that may be deemed to be beneficially owned by BMA III. As a result, each of such Founding Members may be deemed to beneficially own the shares of Common Stock that BMA III may be deemed to beneficially own. The Founding Members disclaim beneficial ownership of such shares. Welsh, Carson, Anderson & Stowe VIII, L.P. and certain of its affiliates (collectively, "WCAS"), the Blackstone Partnerships and certain other investors (collectively with WCAS and the Blackstone Partnerships, the "Equity Investors") may be considered to have acted or to be acting in concert with respect to the shares of the Common Stock referred to in Item 4, and consequently, the Equity Investors may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. The Reporting Persons disclaim membership in any such "group". (c) None of the Reporting Persons has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of the Common Stock, except as disclosed in this Schedule 13D. (d) No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock referred to in this Item 5. (e) Not applicable. Item 6. Contracts, Arrangement or Understandings with Respect to Securities of the Issuer. Concurrently with the Equity Issuance, the Equity Investors and CCW entered into a Stockholders Agreement (the "Stockholders Agreement"). Upon consummation of the Merger, the Company became party to the Stockholders Agreement as successor by merger to CCW. Pursuant to the Stockholders Agreement, the Equity Investors have agreed to vote, at each annual or special stockholders meeting called for to elect the directors, and whenever the stockholders of the Company act by written consent with respect to the election of the directors, (i) for the authorized number of directors to be established at nine, (ii) for the election of three directors designated by WCAS so long as WCAS owns in the aggregate at least 25% of the shares of the Company owned by it as of the date of the Merger, (iii) for the election of two directors designated by the Blackstone Partnerships or their affiliates (collectively, "Blackstone") so long as Blackstone owns in the aggregate at least 25% of the shares of the Company owned by it as of the date of the Page 18 of 22 Pages Merger, (iv) for the election of the Chief Executive Officer and the Chief Operating Officer of the Company, and (v) for the election of two outside, independent directors. In addition, the Company's Compensation Committee shall consist of three directors, consisting of two WCAS designees (if any) and one Blackstone designee (if any), its Asset Committee shall consist of three directors, consisting of two WCAS designees (if any) and one Blackstone designee (if any) and its other committees shall include at least one WCAS designee (if any) and one Blackstone designee (if any). Among the other provisions of the Stockholders Agreement, the Equity Investors (other than WCAS) have "tag-along" rights to participate in certain proposed dispositions of Common Stock by WCAS. Under certain conditions set forth in the Stockholders Agreement, WCAS and the Company may be able to require the other Equity Investors to sell their shares on terms specified in the Stockholders Agreement. In addition, WCAS has a right of first offer with respect to capital stock of the Company being sold by Blackstone. The Company has agreed in the Stockholders Agreement to grant the Equity Investors pre-emptive rights to participate, on a pro rata basis according to their stock ownership, in certain eligible offerings (excluding registered public offerings of Common Stock and offerings of Common Stock or options to purchase Common Shares in connection with any stock option plans or stock purchase plans for the Company's full-time employees, officers, directors, consultants and/or advisers). The Company has also agreed not to amend, alter or repeal its organizational documents without obtaining the consent of a majority in interest of WCAS and Blackstone. Further, the Stockholders Agreement contains certain restrictions on transactions by the Company with related persons without obtaining the consents set forth in the Stockholders Agreement. Subject to certain exceptions, the provisions of the Stockholders Agreement terminate upon the earlier of (i) the tenth anniversary of the date of the Merger or (ii) the consummation of (x) a public offering by the Company having an aggregate offering price of not less than $50.0 million and (y) the sale , transfer or other disposition by either (or, in the case of provisions regarding elections of directors, both) WCAS or Blackstone of at least 50% of the shares owned by them, on the date of the Merger. Pursuant to the Stockholders Agreement an affiliate of each of WCAS and Blackstone shall each receive a deal consummation fee of $10.7 million and $3.3 million, respectively. An Equity Investor unaffiliated with Blackstone and WCAS will receive a fee of $4.0 million. During the term of the Stockholders' Agreement, an affiliate of each of WCAS and Blackstone shall receive an annual monitoring fee of $450,000 and $300,000, respectively. Page 19 of 22 Pages Pursuant to a Registration Rights Agreement among the Company (as the successor to CCW in the Merger) and the Equity Investors dated as of January 7, 1999 (the "Registration Rights Agreement"), WCAS and Blackstone have certain rights to require the Company to register their shares of the Company under the Securities Act of 1933, as amended, and the Equity Investors have the right to include, upon request, their shares in any registration of shares effected by the Company after January 7, 2003. The description of the Purchase Agreement, Stockholders Agreement and Registration Rights Agreement set forth herein is a summary thereof, and is qualified in its entirety by reference to the complete text thereof filed as Exhibits 3, 4 and 5 hereto, which is incorporated herein by reference. Except as set forth in this Statement, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to, transfer or voting of any of the securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company. Item 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement 2. Powers of Attorney 3. Purchase Agreement 4. Stockholders Agreement 5. Registration Rights Agreement Page 20 of 22 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BLACKSTONE CCC CAPITAL PARTNERS L.P. By: BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Member BLACKSTONE OFFSHORE CAPITAL PARTNERS L.P. By: BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Member BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P. By: BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Member Page 21 of 22 Pages BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Member /s/ Mark T. Gallogly PETER G. PETERSON By: Mark T. Gallogly, Attorney-in-Fact /s/ Mark T. Gallogly STEPHEN A. SCHWARZMAN By: Mark T. Gallogly, Attorney-in-Fact Dated: January 19, 1999 Page 22 of 22 Pages EX-1 2 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of us of a statement on Schedule 13D relating to the Common Stock, par value $.01 per share, of Centennial Cellular Corp., a Delaware corporation, and that any amendments thereto filed by any of us will be filed on behalf of each of us. This Agreement may be included as an exhibit to such joint filing. BLACKSTONE CCC CAPITAL PARTNERS L.P. By: BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Member BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS L.P. By: BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Member BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P. By: BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Member BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Member /s/ Mark T. Gallogly PETER G. PETERSON By: Mark T. Gallogly, Attorney-in-Fact /s/ Mark T. Gallogly STEPHEN A. SCHWARZMAN By: Mark T. Gallogly, Attorney-in-Fact Dated: January 19, 1999 EX-2 3 EXHIBIT 2 POWER OF ATTORNEY Know all men by these presents that Peter G. Peterson does hereby make, constitute and appoint Mark T. Gallogly and Lawrence H. Guffey as true and lawful attorneys-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company or partner of any limited partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to any investments of Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore Capital Partners L.P., Blackstone Family Investment Partnership III L.P. or their affiliates in the common stock of Centennial Cellular Corp. (including any amendments or supplements to any reports or schedules previously filed by such persons or entities) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation Schedules 13D and statements on Form 3, Form 4 and Form 5. /s/ Peter G. Peterson Name: Peter G. Peterson January 19, 1999 POWER OF ATTORNEY Know all men by these presents that Stephen A. Schwarzman does hereby make, constitute and appoint Mark T. Gallogly and Lawrence H. Guffey as true and lawful attorneys-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company or partner of any limited partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to any investments of Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore Capital Partners L.P., Blackstone Family Investment Partnership III L.P. or their affiliates in the common stock of Centennial Cellular Corp. (including any amendments or supplements to any reports or schedules previously filed by such persons or entities) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation Schedules 13D and statements on Form 3, Form 4 and Form 5. /s/ Stephen A. Schwarzman Name: Stephen A. Schwarzman January 19, 1999 EX-3 4 SECURITIES PURCHASE AGREEMENT Among CCW ACQUISITION CORP. and THE SEVERAL PERSONS NAMED IN SCHEDULE I, SCHEDULE II, SCHEDULE III AND SCHEDULE IV HERETO Dated as of December 29, 1998 1 Page TABLE OF CONTENTS Page I. PURCHASE AND SALE OF SECURITIES...........................................2 SECTION 1.01. Issuance and Sale of the CCW Shares to the Purchasers........................................2 SECTION 1.02. Issuance and Sale of the Note and Centennial Shares to WCAS CP III....................................2 SECTION 1.03. Closing Date...............................................3 II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................3 SECTION 2.01. Organization and Qualification.............................3 SECTION 2.02. Subsidiaries...............................................3 SECTION 2.03. Capitalization.............................................3 SECTION 2.04. Authorization of Agreements, Etc...........................4 SECTION 2.05. Validity...................................................5 SECTION 2.06. Governmental Approvals.....................................5 SECTION 2.07. No Conduct of Business.....................................5 SECTION 2.09. Brokers....................................................6 III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS..........................6 SECTION 3.01. Authorization..............................................6 SECTION 3.02. Validity...................................................6 SECTION 3.03. Investment Representations.................................6 SECTION 3.04. Governmental Approvals.....................................7 SECTION 3.05. Brokers....................................................8 IV. COVENANTS.................................................................8 SECTION 4.01. Conduct of the Company's Business..........................8 SECTION 4.02. Further Assurances.........................................8 V. CONDITIONS PRECEDENT......................................................9 SECTION 5.01. Conditions Precedent to the Obligations of the Purchasers...........................................9 SECTION 5.02. Conditions Precedent to the Obligations of the Company.............................................11 i Page VI. TERMINATION..............................................................12 SECTION 6.01. Termination by the Parties................................12 SECTION 6.02. Effect of Termination.....................................12 VII. MISCELLANEOUS............................................................13 SECTION 7.01. Expenses, Etc.............................................13 SECTION 7.02. Survival of Agreements....................................14 SECTION 7.03. Parties in Interest.......................................15 SECTION 7.04. Notices...................................................15 SECTION 7.05. Entire Agreement; Assignment..............................16 SECTION 7.06. Counterparts..............................................16 SECTION 7.07. Headings..................................................16 SECTION 7.08. Severability..............................................16 SECTION 7.09. No Third Party Beneficiaries..............................16 SECTION 7.10. Specific Performance......................................16 SECTION 7.11. Governing Law.............................................16 ii INDEX TO EXHIBITS AND SCHEDULES Exhibit Description A Form of Senior Subordinated Note B Form of Stockholders Agreement C Form of Registration Rights Agreement D Form of Certificate of Incorporation of the Company E Form of By-laws of the Company F Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol Schedule Description I WCAS Purchasers II Blackstone Purchasers III Signal Purchasers IV Management Purchasers 2.08 Investment Interests iii SECURITIES PURCHASE AGREEMENT, dated as of December 29, 1998, among CCW ACQUISITION CORP., a Delaware corporation (the "Company"), the several persons named in Schedule I hereto (each a "WCAS Purchaser" and collectively the "WCAS Purchasers"), the several persons named in Schedule II hereto (each a "Blackstone Purchaser" and collectively the "Blackstone Purchasers"), the several persons named in Schedule III hereto (each a "Signal Purchaser" and collectively the "Signal Purchasers") and the several persons named in Schedule IV hereto (each a "Management Purchaser" and collectively the "Management Purchasers"). The WCAS Purchasers, the Blackstone Purchasers, the Signal Purchasers and the Management Purchasers are sometimes referred to herein collectively as the "Purchasers." WHEREAS, the Company desires to sell to the Purchasers other than WCAS Capital Partners III, L.P. ("WCAS CP III"), and such Purchasers desire to purchase from the Company, on the terms and subject to the conditions set forth herein, an aggregate 9,096,385 shares (the "CCW Shares") of Class A Common Stock, $.01 par value ("Common Stock"), of the Company at a purchase price of $43.9735 per share; and WHEREAS, at the time of the Closing (as defined herein), Centennial Cellular Corp., a Delaware corporation ("Centennial"), as the successor to the Company, desires to sell to WCAS CP III, and WCAS CP III desires to purchase from Centennial, on the terms and subject to the conditions set forth herein, (i) a Senior Subordinated Note of Centennial due 2009, in the principal amount of $180,000,000, and (ii) 542,169 shares (the "Centennial Shares," and collectively with the CCW Shares, the "Shares") of Common Stock, for an aggregate purchase price of $180,000,000; and WHEREAS, the Company has agreed, as a condition to the obligation of the Purchasers to purchase said securities, that contemporaneously with the closing of the purchase and sale of the Shares and the aforementioned Senior Subordinated Note, the Company shall merge (the "Merger") with and into Centennial, all as contemplated by that certain Agreement and Plan of Merger, dated as of July 2, 1998, as amended on November 29, 1998 (the "Merger Agreement"), between the Company and Centennial, and in connection therewith shall use the proceeds from such sale to pay the merger consideration contemplated by the Merger Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: 1 I. PURCHASE AND SALE OF SECURITIES SECTION 1.01. Issuance and Sale of the CCW Shares to the Purchasers. (a) Subject to the terms and conditions set forth herein, on the Closing Date (as hereinafter defined) the Company shall issue, sell and deliver to the Purchasers other than WCAS CP III, and each such Purchaser, acting severally and not jointly, shall purchase from the Company, the number of shares of Common Stock set forth opposite the name of such Purchaser on Schedule I, Schedule II, Schedule III or Schedule IV, as the case may be, under the heading "Number of Shares of Common Stock," for a purchase price of $43.9735 per share. On the Closing Date, the Company shall issue a certificate or certificates in definitive form, registered in the name of each Purchaser, representing the number of CCW Shares purchased by such Purchaser. (b) As payment in full for the shares of Common Stock being purchased by it hereunder, and against delivery of the certificate or certificates therefor as aforesaid, on the Closing Date each Purchaser, acting severally and not jointly, shall transfer, by wire transfer of immediately available funds to an account designated by the Company, the amount set forth opposite the name of such Purchaser on Schedule I, Schedule II, Schedule III or Schedule IV, as the case may be, under the heading "Aggregate Purchase Price." SECTION 1.02. Issuance and Sale of the Note and Centennial Shares to WCAS CP III. (a) Subject to the terms and conditions set forth herein, on the Closing Date Centennial, as the corporation surviving the Merger, shall issue, sell and deliver to WCAS CP III, and WCAS CP III shall purchase from Centennial, 542,169 shares of Common Stock and a Senior Subordinated Note of the Company due 2009, in substantially the form attached hereto as Exhibit A with such changes thereto as may be requested by the holders of "Senior Indebtedness" (as defined therein) and as are reasonably acceptable to the Blackstone Purchasers, in the principal amount of $180,000,000 (such note, and any note or notes issued in exchange or substitution therefor, being hereinafter called the "Note," and together with the Shares, the "Securities"), for an aggregate purchase price of $180,000,000. On the Closing Date, Centennial shall issue the Note and a certificate for such shares of Common Stock in definitive form, registered in the name of WCAS CP III. (b) On the Closing Date, as payment in full for the Note and the shares of Common Stock being purchased by it, and against delivery of the Note and a certificate for such shares of Common Stock as aforesaid, WCAS CP III shall pay to Centennial $180,000,000 by wire transfer of immediately available funds to an account designated by Centennial. 2 SECTION 1.03. Closing Date. The transfer, sale and delivery of the Securities contemplated by Sections 1.01 and 1.02 hereof (the "Closing") shall take place at the offices of Reboul, MacMurray, Hewitt, Maynard & Kristol, 45 Rockefeller Plaza, New York, New York, as soon as practicable after the satisfaction or waiver of each of the conditions to the obligations of the parties set forth in Article VI hereof, or at such date and time as may be mutually agreed upon among the parties hereto (such date and time of the Closing being herein called the "Closing Date"). II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Purchasers as follows: SECTION 2.01. Organization and Qualification. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the properties, assets, financial condition, prospects, operating results or business of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"). SECTION 2.02. Subsidiaries. The Company does not own any shares of outstanding capital stock or securities convertible into capital stock of any other corporation or any participating interest in any partnership, joint venture or other non-corporate business enterprise. SECTION 2.03. Capitalization. (a) On the date hereof, the authorized capital stock of the Company consists of 1,000 shares of Common Stock, of which one share is issued and outstanding and held of record by Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS VIII"). (b) Immediately prior to the Closing, the authorized capital stock of the Company will consist of 50,000,000 shares of Common Stock. Immediately after the Merger and after giving effect to the transactions contemplated hereby, the number of authorized shares of Common Stock of the Company will be 50,000,000 shares and there shall be no more than 10,375,193 shares of Common Stock issued and outstanding, of which 9,638,554 shares will be held of record by the Purchasers in the amounts set forth opposite the name of such Purchasers on Schedule I, Schedule II, Schedule III and Schedule IV hereto, as applicable, 3 under the heading "Number of Shares of Common Stock" (except that, in the case of WCAS VIII such number of shares shall be increased by one share to reflect the share of Common Stock already owned by WCAS VIII). (c) Except as set forth in paragraph (b) above and pursuant to the Stockholders Agreement referred to below, and except for options heretofore issued by Centennial to purchase up to 750,000 shares of Common Stock, immediately after the Closing and the Merger the Company will have outstanding no shares of capital stock or securities convertible into or exchange or exercisable for capital stock, or any rights or options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, any capital stock or securities convertible into or exchangeable or exercisable for capital stock. Immediately after the Closing and the Merger, the Company will not be subject to any obligations (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of capital stock or securities, rights, options or other instruments of the type described in the preceding sentence, other than (i) any obligations relating to payments in respect of "Dissenting Shares" (as defined in the Merger Agreement) and (ii) pursuant to that certain Employment Agreement to be entered into between the Company and Rudy J. Graf. SECTION 2.04. Authorization of Agreements, Etc. (a) Each of (i) the execution and delivery by the Company of this Agreement, the Merger Agreement, a Stockholders Agreement in substantially the form attached hereto as Exhibit B (the "Stockholders Agreement") and a Registration Rights Agreement in substantially the form attached hereto as Exhibit C (the "Registration Rights Agreement," and collectively with the Stockholders Agreement, the "Ancillary Agreements"); (ii) the performance by the Company of its respective obligations hereunder and thereunder; (iii) the issuance, sale and delivery by the Company of the CCW Shares; (iv) the issuance, sale and delivery by Centennial, as the corporation surviving the Merger, of the Centennial Shares and the Note; and (v) the performance by the Company of the transactions contemplated hereby and by the Merger Agreement have been duly authorized by all requisite corporate action (and such authorization constitutes approval of the transactions contemplated hereby for purposes of Section 203 of the Delaware General Corporation Law with respect to the Company, including, following the Merger, the corporation that survives the Merger) and will not (x) violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound; (y) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument; or (z) result in the creation or imposition of any lien, charge, encumbrance, security interest or other similar claim (any of the foregoing, a "Claim") in favor of any third person upon any of the assets of the Company or any of the Shares. 4 (b) The CCW Shares have been duly authorized by the Company and, when sold and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Common Stock, free of all Claims. On or prior to the Closing Date, the Centennial Shares shall have been duly authorized by Centennial and, when sold and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Common Stock, free of all Claims. The issuance, sale and delivery of the Shares to the Purchasers hereunder are not subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person. SECTION 2.05. Validity. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Ancillary Agreements, when executed and delivered by the Company as provided in this Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms. The Note, when executed and delivered by Centennial as provided in this Agreement, will constitute the legal, valid and binding obligation of Centennial, enforceable against Centennial in accordance with its terms. SECTION 2.06. Governmental Approvals. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Article III hereof, and except as otherwise set forth in Sections 3.3 and 4.3 of the Merger Agreement, no registration or filing with, or consent or approval of, or other action by, any Federal, state or other governmental agency or instrumentality is or will be necessary by the Company for the valid execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery by the Company and Centennial (as applicable) of the Securities or the consummation of the transactions contemplated hereby or by the Merger Agreement. SECTION 2.07. No Conduct of Business. The Company was incorporated on June 29, 1998, and other than the execution and delivery by the Company of the Merger Agreement, the Company has conducted no business on or prior to the date hereof. Other than its obligations under the Merger Agreement, the Company does not have any liabilities or obligations of any kind or nature, whether known or unknown, secured or unsecured, absolute, accrued, contingent or otherwise, and whether due or to become due. SECTION 2.08. Investment Interests. Schedule 2.08 hereto lists all markets served by wireless telephone services in which Centennial holds minority partnership interests (collectively, the "Investment Interests"), in each case showing the number of total persons in a market ("total POPs") served by such wireless telephone service (computed in accordance with the estimate of the 1996 population of a Metropolitan Statistical Area ("MSA") or Rural Service Area ("RSA"), as derived from the 1997 Paul Kagan Associates population estimates), the percentage ownership interest of Centennial in such wireless telephone service and the number of "net POPs" (being the number of total POPs multiplied 5 by Centennial's ownership interest). The numbers of total POPs and net POPs and the percentage ownership interests of Centennial listed on Schedule 2.08 are correct in all material respects. SECTION 2.09. Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any person on behalf of the Company in such manner as to give rise to any valid claim by such person against the Purchasers for a finder's fee, brokerage commission or similar payment. III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each Purchaser, severally and not jointly, represents and warrants to the Company and to the other Purchasers as follows: SECTION 3.01. Authorization. The execution, delivery and performance by such Purchaser of this Agreement and the Ancillary Agreements, and the purchase and receipt by such Purchaser of the Securities being acquired by it hereunder, have been duly authorized by all requisite action on the part of such Purchaser, and will not (x) violate any provision of law, any order of any court or other agency of government, the charter or other governing documents of such Purchaser, or any provision of any indenture, agreement or other instrument by which such Purchaser or any of such Purchaser's properties or assets are bound; (y) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument; or (z) result in any Claim upon any of the properties or assets of such Purchaser. SECTION 3.02. Validity. This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms. The Ancillary Agreements, when executed and delivered in accordance with this Agreement, will constitute the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with their respective terms. SECTION 3.03. Investment Representations. For purposes of this Section 3.03, the term "such Purchaser" shall be deemed to include such Purchaser and its partners, in the case of a Purchaser that is a limited partnership that has been formed solely for the purpose of purchasing the Securities. (a) Such Purchaser is acquiring the Securities being purchased by such Purchaser hereunder for such Purchaser's own account, for investment, and not with a view toward the resale or distribution thereof. 6 (b) Such Purchaser understands that he, she or it, as the case may be, must bear the economic risk of such Purchaser's investment for an indefinite period of time because the Securities are not registered under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws, and may not be resold unless subsequently registered under the Securities Act and such other laws or unless an exemption from such registration is available. Such Purchaser also understands that, except as provided in the Registration Rights Agreement, it is not contemplated that any registration will be made under the Securities Act or that the Company will take steps which will make the provisions of Rule 144 under the Securities Act available to permit resale of the Securities. Such Purchaser agrees not to pledge, transfer, convey or otherwise dispose of any of the Securities, except in a transaction that (A) is permitted under the Stockholders Agreement and (B) is the subject of either (i) an effective registration statement under the Securities Act and any applicable state securities laws, or (ii) an applicable exemption from the Securities Act and any applicable state securities laws as confirmed, if reasonably requested by the Company, by an opinion of counsel to the effect that such registration is not required (which opinion and counsel shall be reasonably satisfactory to the Company), it being intended that the agreements with respect to the Securities contained in this sentence shall be construed consistently with the provisions relating to the same subject matter contained in the Registration Rights Agreement (provided that the provisions of the Registration Rights Agreement shall govern in the event of any conflict with the terms of this sentence). (c) Such Purchaser has the ability to bear the economic risks of the investment in the Securities being purchased hereunder for an indefinite period of time. Such Purchaser further acknowledges that he, she or it, as the case may be, has had the opportunity to ask questions of, and receive answers from, officers of the Company with respect to the business and financial condition of the Company and the terms and conditions of the offering of the Securities and to obtain additional information necessary to verify such information or can acquire it without unreasonable effort or expense. (d) Such Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of its investment in the Securities. Such Purchaser further represents that he, she or it, as the case may be, is an "accredited investor" as such term is defined in Rule 501 of Regulation D under the Securities Act with respect to its purchase of the Securities. (e) If such Purchaser is a limited partnership or limited liability company, such Purchaser represents that it has been organized and is existing as a limited partnership or limited liability company under the laws of its jurisdiction of organization. SECTION 3.04. Governmental Approvals. Except for any required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the WCAS Purchasers, which filings have been made and with respect to which all applicable waiting periods have expired, no registration or filing with, or consent or approval of, or other action by, any Federal, state or other governmental agency or instrumentality is or will be 7 necessary by such Purchaser for the valid execution, delivery and performance of this Agreement and the Ancillary Agreements. SECTION 3.05. Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by such Purchaser without the intervention of any person on behalf of such Purchaser in such manner as to give rise to any valid claim by such person against the Company or the other Purchasers for a finder's fee, brokerage commission or similar payment. IV. COVENANTS SECTION 4.01. Conduct of the Company's Business. The Company covenants and agrees that, unless a majority in interest of each of (i) the WCAS Purchasers and (ii) the Blackstone Purchasers (determined on the basis of amounts to be invested in the Company pursuant to this Agreement) shall otherwise consent in writing, the Company shall conduct no business of any sort prior to the Closing Date, except as contemplated hereby or by the Merger Agreement or as necessary to effect the transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, the Company agrees that, between the date hereof and the Closing Date, it shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class, except as provided herein; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except an existing wholly-owned subsidiary) or any material amount of assets; (iii) incur or guarantee any indebtedness for borrowed money or refinance any such indebtedness or issue or sell any debt securities; (iv) enter into or modify any material contract, lease, agreement or commitment, or permit or perform any act that would cause a material breach of any such contract, lease, agreement or commitment; (v) make any loans, advances or capital contributions to or investments in, any other person; or (vi) violate or fail to perform in any material respect any obligation imposed upon the Company or any of its subsidiaries by any applicable laws, orders, decrees, ordinances, government rules or regulations. SECTION 4.02. Further Assurances. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, the Ancillary Agreements and the Merger Agreement, including, without limitation, using all reasonable efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings. Without limiting the foregoing, between the date hereof and the Closing Date the Company shall take such actions as may be necessary to increase its authorized but 8 unissued capital stock to allow it to issue the CCW Shares and to allow Centennial, as the corporation surviving the Merger, to issue the Centennial Shares and the Note. V. CONDITIONS PRECEDENT SECTION 5.01. Conditions Precedent to the Obligations of the Purchasers. The obligations of each Purchaser hereunder are subject to the satisfaction or waiver by such Purchaser, on or before the Closing Date, of the following conditions: (a) Representations and Warranties to Be True and Correct. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have so certified to the Purchasers in writing. (b) Performance. The Company shall have performed and complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or on the Closing Date, and the Company shall have so certified to the Purchasers in writing. (c) All Proceedings to Be Satisfactory. All corporate and other proceedings to be taken by the Company and all waivers and consents to be obtained by the Company in connection with the transactions contemplated hereby and by the Merger Agreement shall have been taken or obtained by the Company and all documents incident thereto shall be satisfactory in form and substance to the Purchasers and their counsel. (d) Supporting Documents. On or prior to the Closing Date the Purchasers and their counsel shall have received copies of the following supporting documents: (i) copies of (1) the Certificate of Incorporation of the Company (as the same shall be in effect after giving effect to the Merger), including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, which shall be substantially in the form of Exhibit D hereto, and (2) a certificate of said Secretary, dated as of a recent date, as to the due incorporation and good standing of the Company, and listing all documents relating to the Company on file with said official; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification (as the same shall be in effect after giving effect to the Merger), which shall be 9 substantially in the form of Exhibit E hereto; (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the Merger Agreements, the issuance, sale and delivery of the CCW Shares, the issuance, sale and delivery by Centennial (as the corporation surviving the Merger) of the Centennial Shares and the Note and the performance of the transactions contemplated by the Merger Agreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(2) above; and (4) as to the incumbency and specimen signature of each officer of the Company executing this Agreement and the Ancillary Agreements, the stock certificates representing the CCW Shares, the Note and the stock certificates representing the Centennial Shares (on behalf of the corporation surviving the Merger) and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel. (e) Opinion of Counsel. The Purchasers shall have received from Reboul, MacMurray, Hewitt, Maynard & Kristol, counsel for the Company, an opinion dated the Closing Date, substantially in the form of Exhibit F attached hereto. (f) Consents. The Company shall have obtained all consents and made all filings contemplated by Sections 3.3 and 4.3 of the Merger Agreement. Without limiting the generality of the foregoing, all applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby and by the Merger Agreement shall have expired or been terminated. (g) Legal Proceedings. No preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction nor any statute, rule, regulation or order entered, promulgated or enacted by any governmental, regulatory or administrative agency or authority, or national securities exchange shall be in effect that would prevent the consummation of the transactions contemplated by this Agreement or the Merger Agreement. (h) Ancillary Agreements. Each of the Ancillary Agreements shall have been executed and delivered by each party thereto, and the same shall be in full force and effect. (i) Merger Agreement. The Merger Agreement shall not have been amended or modified in any significant respect (other than the amendment dated November 29, 1998) without the prior written consent of a majority in interest of each of 10 (i) the WCAS Purchasers and (ii) the Blackstone Purchasers (determined on the basis of amounts to be invested in the Company pursuant to this Agreement). The Merger contemplated by the Merger Agreement shall be consummated in accordance with the terms thereof. If the Company waives any significant condition precedent to such Merger that is set forth in the Merger Agreement, or if any Purchaser determines, in its reasonable discretion, that any significant condition precedent to such Merger is not satisfied, such Purchaser may, at its option, elect not to purchase the Shares to be acquired by it hereunder. (j) Other Purchasers. Each of the other Purchasers (other than WCAS CP III) shall simultaneously purchase and pay for the CCW Shares to be purchased by it hereunder, and WCAS CP III shall simultaneously purchase and pay for the Note and Centennial Shares to be purchased by it hereunder. (k) Financing. The Financing (as defined in the Merger Agreement) shall have been consummated on terms no more onerous to the Company in any material respect than those set forth in the Financing Documents (as defined in the Merger Agreement) previously provided to the WCAS Purchasers and the Blackstone Purchasers, as such Financing Documents may be amended without the consent of Centennial pursuant to Section 4.9 of the Merger Agreement. SECTION 5.02. Conditions Precedent to the Obligations of the Company. The obligations of the Company hereunder are, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) Representations and Warranties to Be True and Correct. The representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all material respects on the Closing Date, with the same effect as though such representations and warranties had been made on and as of such date. (b) Performance. The Purchasers shall have performed and complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by them prior to or on the Closing Date. (c) All Proceedings to Be Satisfactory. All proceedings to be taken by the Purchasers and all waivers and consents to be obtained by the Purchasers in connection with the transactions contemplated hereby shall have been taken or obtained by the Purchasers and all documents incident thereto shall be satisfactory in form and substance to the Company and its counsel. (d) Consents. All applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby and by the Merger Agreement shall have expired or been terminated. 11 (e) Legal Proceedings. No preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction nor any statute, rule, regulation or order entered, promulgated or enacted by any governmental, regulatory or administrative agency or authority, or national securities exchange shall be in effect that would prevent the consummation of the transactions contemplated by this Agreement or the Merger Agreement. (f) Ancillary Agreements. Each of the Ancillary Agreements shall have been executed and delivered by each party thereto, and the same shall be in full force and effect. (g) Merger Agreement. The Merger contemplated by the Merger Agreement shall have been consummated in accordance with the terms thereof. VI. TERMINATION SECTION 6.01. Termination by the Parties. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by mutual consent of the Purchasers and the Company; or (b) by the Company or by a majority in interest of the WCAS Purchasers or the Blackstone Purchasers (determined on the basis of amounts to be invested in the Company pursuant to this Agreement), if the transactions contemplated hereby have not been consummated before March 31, 1999, unless the failure to consummate such transactions results from a breach of any representation, warranty or covenant of the party seeking to terminate this Agreement; provided, however, that no party may terminate this Agreement pursuant to this Section 6.01(b) on or before April 30, 1999 if the conditions to the Company's obligations to consummate the transactions contemplated under the Merger Agreement have not been satisfied on account of the failure to receive the FCC Transfer Approvals (as defined in the Merger Agreement); or (c) automatically upon the termination of the Merger Agreement in accordance with the terms thereof; provided that the provisions of Article VII shall survive any such termination. SECTION 6.02. Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to this Article VI, this Agreement shall thereafter become void and have no effect, and no party hereto shall have any liability to any other party hereto, except as provided in Section 7.01 hereof and except that nothing shall relieve any party from liability for any breach of this Agreement. 12 VII. MISCELLANEOUS SECTION 7.01. Expenses, Etc. (a) In the event that the transactions contemplated hereby are consummated, the Company shall reimburse the Purchasers or pay on their behalf (i) all "Out-of-Pocket Expenses" (as defined herein) and (ii) a fee to Signal Capital Partners, L.L.C., of $4,000,000. (b) On the Closing Date, the Company shall pay transaction fees of (i) $10,677,485 to WCA Management Corporation ("WCA Management") and (ii) $3,322,515 to Blackstone Management Partners III L.L.C. ("Blackstone Management"), by wire transfer of immediately available funds to the respective accounts designated by them. (c) If the transactions contemplated by the Merger Agreement are not consummated, the Company shall be obligated to reimburse all Out-of-Pocket Expenses and shall apply all funds available to it, including by way of any reimbursement payments and break-up fees from, and any claims therefor or other claims against, Centennial and its affiliates, and also including any of the funds in the Initial Escrow and Pledge Account not required to be used to redeem Notes pursuant to, and as such terms are defined in, the Escrow Agreement (as defined below) (all such available funds, "Company Funds") to such reimbursements. If the Company Funds are not sufficient to permit the Company to reimburse all Out-of-Pocket Expenses, then the Company shall apply any Company Funds received (i) first, to reimburse the WCAS Purchasers for the "Escrow Payment" (as defined herein) and (ii) second, to reimburse all other Out-of- Pocket Expenses pro rata in accordance with the amounts of such Out-of-Pocket Expenses. The Blackstone Purchasers, severally in accordance with the "Blackstone Funding Percentages" set forth on Schedule II and not jointly, hereby agree, following the redemption, if any, of the Notes contemplated by Section 4.4 of the Escrow Agreement (the "Notes Redemption"), to reimburse the WCAS Purchasers for an aggregate of 32.5% of the balance of the Escrow Payment not so reimbursed by the Company. All other Out-of-Pocket Expenses not so reimbursed by the Company shall be aggregated; the WCAS Purchasers shall pay 76.3% of such aggregate amount and the Blackstone Purchasers shall pay 23.7% of such aggregate amount, giving credit in each case for payments by any of them previously made in respect of such Out-of-Pocket Expenses. It is understood that any amounts reimbursed by the WCAS Purchasers or the Blackstone Purchasers pursuant to this paragraph (c) shall be considered Out-of-Pocket Expenses of the WCAS Purchasers or the Blackstone Purchasers, as the case may be, and shall be subject to reimbursement from the Company pursuant to the provisions hereof regardless of any termination of this Agreement. (d) If the transactions contemplated by the Merger Agreement are not consummated and the Company receives Company Funds in an amount sufficient to permit the Company to reimburse all Out-of-Pocket Expenses, the Company shall reimburse all Out-of-Pocket Expenses. To the extent the Company Funds exceed the total amount of Out-of-Pocket Expenses, the Company shall pay (A) 76.3% of such excess to or as directed by WCA Management and (B) 23.7% of such excess to or as directed by Blackstone Management. (e) For purposes of this Section 7.01: "Escrow Payment" means a payment by certain of the WCAS Purchasers of $25 million pursuant to the Pledge and Escrow Agreement, dated as of December 14, 1998 (the "Escrow Agreement"), among Centennial Finance Corp., Centennial Cellular Operating Co. LLC and the Trustee named therein; and "Out-of-Pocket Expenses" means any and all reasonable fees and expenses in curred by the Purchasers, WCA Management, Blackstone Management and their respective affiliates in connection with due diligence activities regarding Centennial, the negotiation and preparation of this Agreement and the related documents and agreements contemplated hereby and the consummation of the transactions contemplated hereby and by the Merger Agreement, including (without limitation) (i) all actual out-of-pocket expenses of the Purchasers, WCA Management, Blackstone Management and their respective affiliates, including reasonable fees and expenses of attorneys and accountants; (ii) the Escrow Payment; (iii) any salary, benefits, bonuses or other compensation of any sort paid by any WCAS Purchaser or WCA Management to any of Michael J. Small, Peter W. Chehayl and/or Edward G. Owen in their respective capacities as officers, employees or agents of the Company or Centennial prior to the Closing Date; and (iv) any financing fees, termination payments, prepayment premiums and other fees and expenses paid or payable by any of the Purchasers, WCA Management and Blackstone Management in terminating any financing arrangements and otherwise discontinuing their respective actions to consummate the transactions contemplated hereby and by the Merger Agreement. (f) The WCAS Purchasers, WCA Management, the Company and their affiliates (the "Controlling Parties") shall, in good faith and on a timely basis, consult with the Blackstone Purchasers or their affiliates with respect to all actions determined to be taken or not to be taken by the Controlling Parties in connection with the Merger, the Merger Agreement, the Escrow Agreement, and all related documents and transactions to the extent such actions and/or inaction, individually or in the aggregate, would affect the likelihood of a Notes Redemption; provided, however, that any such actions or inactions shall be at the sole discretion of the Controlling Parties. SECTION 7.02. Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto, notwithstanding any investigation made at any time by or on behalf of any party hereto. All statements contained in any certificate or other instrument delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company. 13 SECTION 7.03. Parties in Interest. All covenants and agreements contained in this Agreement by or on behalf of any party hereto shall bind and inure to the benefit of the respective successors and assigns of such party hereto whether so expressed or not. Without limiting the foregoing, upon the consummation of the Merger, the corporation that survives the Merger shall succeed to all obligations of the Company set forth herein and, immediately following the Merger, shall execute and deliver to each Purchaser a supplement hereto in form and substance reasonably acceptable to each Purchaser acknowledging that it is bound by all such obligations of the Company. SECTION 7.04. Notices. Any notice or other communications required or permitted hereunder shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class certified mail, postage prepaid, by nationally recognized overnight courier, or by telecopy addressed to such party at the address or telecopy number set forth below or such other address or telecopy number as may hereafter be designated in writing by the addressee to the addressor listing all parties: if to the Company, to: CCW Acquisition Corp. 1305 Campus Parkway Neptune, New Jersey 07753 Telecopy Number: (732) 919-1022 Attention: President; with a copy to: Reboul, MacMurray, Hewitt, Maynard & Kristol 45 Rockefeller Plaza New York, New York 10111 Telecopy Number: (212) 841-5725 Attention: Robert A. Schwed, Esq.; if to any Purchaser, to it at its address set forth on Schedule I, Schedule II, Schedule III or Schedule IV hereto, as the case may be; or, in any case, at such other address or addresses as shall have been furnished in writing by such party to the other parties hereto. All such notices, requests, consents and other communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of mailing, on the fifth business day following the date of such mailing, (c) in the case of delivery by overnight courier, on the business day following the date of delivery to such courier, and (d) in the case of telecopy, when received. 14 SECTION 7.05. Entire Agreement; Assignment. This Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and may not be amended or modified except in a writing signed by the Company and a majority in interest (determined on the basis of amounts to be invested in the Company pursuant to this Agreement) of each of the WCAS Purchasers, the Blackstone Purchasers, the Signal Purchasers and the Management Purchasers. Any waiver of any provision of this Agreement must be in a writing signed by the party against whom enforcement of such waiver is sought. Except as contemplated by the last sentence of Section 7.03 hereof, this Agreement shall not be assigned by operation of law or otherwise without the consent of the other parties hereto. SECTION 7.06. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 7.07. Headings. Headings and section reference numbers in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. SECTION 7.08. Severability. In the event that any one or more of the provisions set forth herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. SECTION 7.09. No Third Party Beneficiaries. Except as contemplated by Section 7.01, this Agreement is not intended to confer any rights or remedies upon any person other than the parties hereto. SECTION 7.10. Specific Performance. Each party hereto agrees that a remedy at law for any breach or threatened breach by such party of this Agreement would be inadequate and therefore agrees that any other party hereto shall be entitled to specific performance of this Agreement in addition to any other available rights and remedies in case of any such breach or threatened breach. SECTION 7.11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 15 IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the day and year first above written. CCW ACQUISITION CORP. By /s/ Anthony J. de Nicola Name: Anthony J. de Nicola Title: Vice President and Treasurer WELSH, CARSON, ANDERSON & STOWE VII, L.P. By WCAS VII Partners, L.P., General Partner By /s/ Anthony J. de Nicola General Partner WELSH, CARSON, ANDERSON & STOWE VIII, L.P. By WCAS VIII Associates, L.L.C., General Partner By /s/ Anthony J. de Nicola Managing Member WCAS CAPITAL PARTNERS III, L.P. By WCAS CP III Associates, L.L.C., General Partner By /s/ Anthony J. de Nicola Managing Member WCAS INFORMATION PARTNERS, L.P. By General Partner 16 Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Laura M. VanBuren Robert A. Minicucci Anthony J. de Nicola Paul B. Queally Lawrence B. Sorrel Priscilla A. Newman Rudolph E. Rupert D. Scott Mackesy By /s/ Laura VanBuren Laura M. VanBuren Individually and as Attorney-in-Fact 17 WCA MANAGEMENT CORPORATION By: /s/Patrick J. Welsh Name: Patrick J. Welsh Title: President KRISTIN M. ANDERSON TRUST By: /s/Patrick J. Welsh Trustee MARK S. ANDERSON TRUST By: /s/Patrick J. Welsh Trustee DANIEL B. ANDERSON TRUST By: /s/Patrick J. Welsh Trustee ROBERT W. BAIRD & CO., INC., TRUSTEE F/B/O MICHAEL J. SMALL ROLLOVER IRA By: /s/ Michael J. Small Title: 18 BLACKSTONE CCC CAPITAL PARTNERS L.P. By: Blackstone Management Associates III L.L.C., Its general partner By /s/ Stephen A. Schwarzman Name: Stephen A. Schwarzman Title: President & CEO BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS L.P. By: Blackstone Management Associates III L.L.C., Its general partner By /s/ Stephen A. Schwarzman Name: Stephen A. Schwarzman Title: President & CEO BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P. By: Blackstone Management Associates III L.L.C., Its general partner By /s/ Stephen A. Schwarzman Name: Stephen A. Schwarzman Title: President & CEO 19 SIGNAL/CENTENNIAL PARTNERS, L.L.C. By: Signal/Centennial Associates, LLC By: Signal Partners, LLC By /s/ Alfred J. Puchala Managing Member /s/ Michael J. Small Michael J. Small /s/ Peter W. Chehayl Peter W. Chehayl /s/ Edward G. Owen Edward G. Owen 20 SCHEDULE I WCAS Purchasers Number of Shares Aggregate Name and Address of Purchaser of Common Stock Purchase Price Welsh, Carson, Anderson & Stowe VII, L.P. 648,117 $28,500,000 Welsh, Carson, Anderson & Stowe VIII, L.P. 4,791,333 $210,691,735 WCAS Information Partners, L.P 22,741 $1,000,000 WCAS Capital Partners III, L.P. 542,169 See Section 1.02 WCA Management Corporation 56,852 $2,500,000 Patrick J. Welsh 51,776 $2,276,751 Russell L. Carson 51,776 $2,276,751 Bruce K. Anderson 48,364 $2,126,751 Kristin M. Anderson Trust 1,137 $50,000 Mark S. Anderson Trust 1,137 $50,000 Daniel B. Anderson Trust 1,137 $50,000 Thomas E. McInerney 51,776 $2,276,751 Andrew M. Paul 39,448 $1,734,667 Robert A. Minicucci 20,012 $880,000 Anthony J. de Nicola 4,548 $200,000 Paul B. Queally 4,207 $185,000 Lawrence B. Sorrel 4,548 $200,000 Rudolph E. Rupert 4,548 $200,000 D. Scott Mackesy 1,137 $50,000 Priscilla A. Newman 1,478 $65,000 Laura M. VanBuren 455 $20,000 TOTAL: 6,348,696 $255,333,406 c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, New York 10022 Telecopy: (212) 893-9575 Attention: Thomas E. McInerney SCHEDULE II Blackstone Purchasers
Blackstone Number of Shares Aggregate Funding Name and Address of Purchaser of Common Stock Purchase Price Percentages Blackstone CCC Capital Partners L.P. 2,490,358 $109,509,775 79.5584% Blackstone CCC Offshore Capital Partners L.P. 452,055 $ 19,878,444 14.4416% Blackstone Family Investment Partnership III L.P. 187,814 $ 8,258,840 6.0000% TOTAL 3,130,227 $137,647,059 100.00% c/o The Blackstone Group 345 Park Avenue New York, New York 10154 Attn: Mark T. Gallogly Telecopy: 212-754-8704 with a copy to: Robert L. Friedman Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Telecopy: 212-455-2502
SCHEDULE III Signal Purchasers Number of Shares Aggregate Name and Address of Purchaser of Common Stock Purchase Price Signal/Centennial Partners, L.L.C. 142,131 $6,250,000 10 East 53rd Street 32nd Floor New York, NY 10022 Telecopy: (212) 253-4235 Attention: Alfred J. Puchala with a copy to: O'Sullivan, Graev & Karabell, LLP 30 Rockefeller Plaza New York, NY 10112 Telecopy: (212) 408-2420 Attention: Phyllis Schwartz, Esq. SCHEDULE IV Management Purchasers Number of Shares Aggregate Name and Address of Purchaser of Common Stock Purchase Price Michael J. Small 6,000 $263,841 Michael J. Small Rollover IRA 4,000 $175,894 Peter W. Chehayl 2,500 $109,934 Edward G. Owen 5,000 $219,867 Total: 17,500 $769,536 c/o Centennial Cellular Corp. 1305 Campus Parkway Neptune, NJ 07753 SCHEDULE 2.08 Investment Interests Markets Total POPs Ownership Net POPs Sacramento Valley Cluster (7 MSAs; 3 RSAs) 3,598,000 23.5% 844,000 San Francisco Bay Area Cluster (6 MSAs) 7,041,000 2.9% 202,000 Lawrence, Pennsylvania 382,000 14.3% 55,000 Del Norte, California 213,000 6.9% 15,000 Modoc, California 63,000 25.0% 16,000 Lake Charles, Louisiana* 176,000 25.1% 44,000 ---------- --------- Total Investment Interests 11,473,000 1,176,000 ========== ========= - ------------------------------- *Indicates systems that are in MSAs; all other systems are in RSAs. EX-4 5 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT, dated as of January 7, 1999, by and among CCW ACQUISITION CORP., a Delaware corporation (the "Company"), the several persons named in Schedule I hereto (each a "WCAS Purchaser" and collectively the "WCAS Purchasers"), the several persons named in Schedule II hereto (each a "Blackstone Purchaser" and collectively the "Blackstone Purchasers"), the several persons named in Schedule III hereto (each a "Signal Purchaser" and collectively the "Signal Purchasers") and the several persons named in Schedule IV hereto (each a "Management Purchaser" and collectively the "Management Purchasers"). The WCAS Purchasers, the Blackstone Purchasers, the Signal Purchasers and the Management Purchasers are herein sometimes referred to collectively as the "Stockholders." WHEREAS, the Company and the Stockholders have entered into a Securities Purchase Agreement, dated as of December 29, 1998 (the "Purchase Agreement"), pursuant to which (i) the Company (on behalf of itself and Centennial Cellular Corp. ("Centennial"), the corporation that will survive the "Merger" referred to in Section 21 hereof) has agreed to sell to the Stockholders an aggregate 9,638,554 shares of Class A Common Stock, $.01 par value ("Common Stock"), of the Company, and (ii) Centennial will issue to one of the Stockholders a Senior Subordinated Note of the Company due 2009, in the principal amount of $180,000,000 (the "Note"); WHEREAS, upon the consummation of all the transactions contemplated by the Purchase Agreement and the "Merger Agreement" (as defined in Section 7 hereof), each Stockholder will own the number of shares of Common Stock of the Company appearing opposite the name of such Stockholder on Schedule I, Schedule II, Schedule III or Schedule IV hereto, as the case may be; and WHEREAS, the Company and each of the Stockholders desire to make certain arrangements among themselves with respect to the governance of the Company and the other matters set forth herein; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: SECTION 1. Voting Agreement. (a) From and after the Closing Date (as defined in the Purchase Agreement), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder 1 agrees to vote or otherwise give such Stockholder's consent in respect of all shares of capital stock of the Company (whether now or hereafter acquired) owned by such Stockholder, and take all other appropriate action, and the Company shall take all necessary and desirable actions within its control, in order to cause: (i) the authorized number of directors on the Board of Directors of the Company (the "Board") to be established at nine; (ii) the election to the Board of: a) three directors designated by the holders of a majority of the Common Stock then held by all WCAS Purchasers (the "WCAS Designees") so long as the WCAS Purchasers own (in the aggregate) not less than 25% of the shares of Common Stock owned by them on the date hereof, which directors will initially be Thomas E. McInerney, Anthony J. de Nicola and Rudolph E. Rupert; b) two directors designated by the holders of a majority of the Common Stock then held by all Blackstone Purchasers (the "Blackstone Designees") so long as the Blackstone Purchasers own (in the aggregate) not less than 25% of the shares of Common Stock owned by them on the date hereof, which directors will initially be Mark T. Gallogly and Lawrence H. Guffey; and c) the Chief Executive Officer and the Chief Operation Officer of the Company (initially Michael J. Small and Rudy J. Graf, respectively); all of which persons shall hold office, subject to their earlier removal in accordance with clause (iii) below, the By-laws of the Company and applicable corporate law, until their respective successors shall have been elected and shall have qualified; (iii) the removal from the Board (with or without cause) of any director elected in accordance with subpart a) or b) of clause (ii) above upon the written request of the Stockholders that designated such director; (iv) upon any vacancy in the Board as a result of any individual designated as provided in clause (ii) above ceasing to be a member of the Board, whether by resignation or otherwise, the election to the Board as promptly as possible of an individual designated by the Stockholders that designated such individual (or, in the case of a director specified in subpart c) of clause (ii) above, an individual meeting such qualifications); and (v) their respective designees to the Board of Directors of the Company to elect Thomas E. McInerney (or such other person as may be designated by the WCAS Purchasers) as Chairman of the Board of Directors. 2 (b) The two directors not designated pursuant to clause (ii) of paragraph (a) above shall be directors (the "Outside Directors") that shall be elected by the stockholders of the Company. In any such election, the Stockholders shall vote their shares only for persons that (x) are not employees or officers of (i) the Company or any of its subsidiaries or (ii) the Stockholders or their respective stockholders, members or partners and (y) otherwise qualify as "independent directors" under the rules applicable to Nasdaq National Market companies as in effect on the date hereof and satisfy any other requirements under applicable law or the rules of any exchange or quotation system on which the Common Stock is then listed or traded. (c) Each Stockholder agrees to use its best efforts to cause its designees to the Board to vote or otherwise give such Director's consent to the creation and maintenance of: (i) a Compensation Committee of the Board consisting of three directors, two of whom shall be WCAS Designees, if any then exist, and the third of whom shall be a Blackstone Designee, if any then exist, which Compensation Committee shall approve all grants of stock options to employees of the Company, all increases in compensation of officers of the Company, all annual bonuses granted to officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company, and shall have such other duties and responsibilities as the Board of Directors may from time to time determine; (ii) an Audit Committee of the Board of Directors, consisting of three directors, one of whom shall be a WCAS Designee, if any then exist, one of whom shall be a Blackstone Designee, if any then exist, and one of whom shall be an Outside Director, which Audit Committee shall review and approve the financial statements of the Company as audited by the Company's independent certified public accountants, and shall have such other duties and responsibilities as the Board of Directors may from time to time deter- mine; and (iii) such other committees as the Board shall from time to time deem appropriate, consisting of at least two directors, at least one of whom shall be a WCAS Designee, if any then exist, and at least one of whom shall be a Blackstone Designee, if any then exist, which committees shall have such duties and responsibilities as the Board may from time to time determine. To the extent there are no WCAS Designees or Blackstone Designees, the committee seats allocated to them above shall be filled as the Board shall determine. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to Common Stock held by it, nor shall any Stockholder enter into any stockholder agreement or arrangement of any kind with respect to Common Stock held by it, which conflicts or is inconsistent in any manner with the provisions of this Agreement. 3 SECTION 2. Restrictions on Transfers by Management Purchasers. In addition to the other restrictions set forth herein, each Management Purchaser hereby agrees that such Management Purchaser shall not sell or in any other way, directly or indirectly, transfer, assign, distribute or otherwise dispose of any shares of capital stock (whether now owned or hereafter acquired) then held by such Management Purchaser except: (i) any transfer made with the prior written consent of the holders of a majority in interest of the shares of Common Stock then held by the WCAS Purchasers; (ii) any transfer by such Management Purchaser to the spouse or lineal descendants of such Management Purchaser, including without limitation any transfer by bequest or devise, or to a trust or trusts for the benefit of such Management Purchaser or any of the foregoing; (iii) any transfer of shares of capital stock that are the subject of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"); or (iv) any transfer of shares of capital stock pursuant to Section 3 or 4 hereof; provided, in the case of a transfer pursuant to clause (i) or (ii) above, that any such transferee that is not already a party to this Agreement shall agree in writing to be bound by, and to comply with, all provisions of this Agreement as though such transferee were a Management Purchaser. SECTION 3. Tag-Along Rights. (a) Subject to the provisions of paragraph (d) below, if a WCAS Purchaser or group of WCAS Purchasers (for purposes of this Section 3, a "Selling Stockholder") wishes to directly or indirectly sell, transfer or otherwise dispose of all or any portion of the Common Stock held by him, her or it at any time, then such Selling Stockholder shall promptly deliver a notice (an "Offering Notice") to the Company in writing of the proposed transfer, specifying the number of such shares of Common Stock to be transferred by such Selling Stockholder (such specified shares, the "Offered Shares"), the name of the proposed purchaser or purchasers, the proposed purchase price per share, the proposed date of transfer, the payment terms and all other material terms and conditions thereof. In the event that the terms and/or conditions set forth in the Offering Notice are thereafter amended in any respect, the Selling Stockholder shall also give written notice (an "Amended Notice") of the amended terms and conditions of the proposed transaction to the Company. Upon its receipt of any Offering Notice or Amended Notice, the Company shall promptly, but in all events within three (3) business days of its receipt thereof, forward copies thereof to each of the Blackstone Purchasers, Signal Purchasers and Management Purchasers (collectively, the "Other Stockholders"). The Selling Stockholder shall provide such additional information with respect to the proposed transfer as may be reasonably requested by the Company or the Other Stockholders. 4 (b) Each Other Stockholder shall have the right and option, exercisable upon written notice to the Company and the Selling Stockholder within 15 days after receipt by such Other Stockholder of the Offering Notice, or, if later, within 7 days after receipt by such Other Stockholder of the most recent Amended Notice, to participate in the proposed transfer of shares by the Selling Stockholder to the proposed purchaser on the same terms and conditions as the Selling Stockholder (such participation right being hereinafter referred to as a "tag-along" right); provided that no Other Stockholder shall be required to make any representations or warranties or covenants, or bear any liability, with respect to any other Stockholder or with respect to the Company or the Company's business other than such Other Stockholder's pro rata share (based on the number of shares of Common Stock to be transferred) of any indemnity obligations for representations and warranties regarding the Company or its business. Each Other Stockholder may participate in such transfer with respect to all or any part of that number of shares of Common Stock which is equal to the product obtained by multiplying (i) the number of Offered Shares by (ii) a fraction, the numerator of which is the number of shares of Common Stock at the time owned by such Other Stockholder and the denominator of which is the aggregate number of shares of Common Stock then owned by the Stockholders. Any Other Stockholders that have not notified the Selling Stockholder and the Company of their intent to exercise their tag-along rights within 7 days after receipt of an Amended Notice shall be deemed to have elected not to exercise such rights with respect to the transaction contemplated by such Amended Notice (regardless of their election pursuant to the Offering Notice or any prior Amended Notice relating to such transaction), but only if such Amended Notice sets forth the provisions of this sentence. (c) Any Other Stockholder participating in the proposed disposition shall deliver to the Company, as agent for such Other Stockholder, for transfer to the proposed acquiror one or more certificates, properly endorsed for transfer and with all stock transfer taxes paid and stamps affixed, which represent the number of shares of Common Stock that such Other Stockholder elects to dispose of pursuant to paragraph (b) above. The consummation of such proposed disposition shall be subject to the sole discretion of the Selling Stockholder, who shall have no liability or obligation whatsoever to any Other Stockholder participating therein other than to obtain for such Other Stockholder the same terms and conditions as those set forth in the Offering Notice (or most recent Amended Notice, as the case may be). Upon the consummation of any such sale, the Company (i) shall transfer to the acquiror a stock certificate or certificates representing the number of shares of Common Stock to be disposed of by any Other Stockholders and (ii) shall promptly thereafter remit to each Other Stockholder (i) that portion of the proceeds of the disposition to which such Other Stockholder is entitled by reason of such participation and (ii) a stock certificate representing any balance of shares of Common Stock that were not so disposed of (or all shares of Common Stock, in the event the proposed disposition is not consummated). (d) Anything to the contrary herein notwithstanding, the provisions of this Section 3 shall not apply to (i) any transfer by a WCAS Purchaser to any other WCAS Purchasers or affiliates thereof, (ii) any distribution or transfer by any WCAS Purchaser that is a limited partnership to its limited partners or 5 (iii) in the case of a WCAS Purchaser who is an individual, transfer by such WCAS Purchaser to the spouse or lineal descendants of such WCAS Purchaser, including, without limitation, transfer by bequest or devise, or to a trust or trusts for the benefit of such WCAS Purchaser or any of the foregoing; provided that in the case of a transfer pursuant to clause (i) or (iii) above, such transferee agrees in writing to be bound by this Agreement as though such transferee were a WCAS Purchaser. (e) Each WCAS Purchaser, severally and not jointly, represents and warrants to the Signal Purchasers that as of the date hereof there is no contract, commitment or understanding between such person and any Blackstone Purchaser with respect to "tag-along" or similar rights relating to shares of capital stock of the Company, other than this Agreement. Each Blackstone Purchaser, severally and not jointly, represents and warrants to the Signal Purchasers that as of the date hereof there is no contract, commitment or understanding between such person and any WCAS Purchaser with respect to "tag-along" or similar rights relating to shares of capital stock of the Company, other than this Agreement. SECTION 4. Drag-Along Rights. In the event that any of the WCAS Purchasers or the Company receives a bona fide offer from a third party not affiliated with any WCAS Purchaser to purchase at least 80% of the outstanding shares of capital stock of the Company and a majority in interest of the WCAS Purchasers desires to accept such offer, and so long as the WCAS Purchasers collectively own a greater number of outstanding shares of Common Stock than the Blackstone Purchasers, such WCAS Purchasers shall have the right to require all (but not less than all) of the Stockholders to sell all (or such lesser percentage as may be necessary to achieve recapitalization accounting treatment, but in no event less than 80%) of the shares of capital stock (together with any options or warrants to acquire capital stock) then held by them (including all or the same percent of all shares, options and warrants held by such WCAS Purchasers) on the following terms: (i) such sale shall only be a sale for cash or marketable securities and all expenses of the transaction, including, without limitation, legal, accounting and investment banking fees and expenses, shall be borne by the Company (for purposes of this paragraph, "marketable securities" shall mean securities which are debt or equity securities that are actively traded on a national securities exchange located in the United States or on Nasdaq that are part of an issue with a public capitalization in excess of $100 million and that may be freely traded without limitation as to volume on such exchange or Nasdaq immediately following receipt thereof or at any time thereafter by each Stockholder); (ii) the proceeds from such sale (and, in the case of a sale of less than all of the outstanding shares of Common Stock of the Company, the number of shares to be sold by each Stockholder) shall be allocated among the Stockholders on a pro rata basis, based on the number of shares of Common Stock (treating all "in the money" options and warrants as the number of shares of Common Stock issuable upon the exercise thereof, less such number of shares of Common Stock the aggregate fair market value of which (based on the value attributed in such sale) would be required to pay the aggregate exercise price therefor, and treating any shares of convertible preferred stock or debt of the Company on an "as-converted" basis) then held by each Stockholder; 6 (iii) not less than 20 days prior to the closing date of such sale, such WCAS Purchasers shall notify each of the other Stockholders in writing of such sale, the terms thereof and the closing date thereof, and shall provide additional written notification promptly upon any amendment or modification to any thereof, all of which terms shall apply equally to all Stockholders except that no Other Stockholder shall be required to make any representations, warranties or covenants, or bear any liability, with respect to the Company or the Company's business or with respect to any other Stockholder; (iv) at the closing of such sale, each of the Stockholders shall deliver certificates evidencing the Common Stock, options and warrants then held by it and to be sold in such sale, duly endorsed for transfer or accompanied by stock powers executed in blank, against payment of the purchase price therefor by wire transfer to the account or accounts specified by such Stockholder; and (v) the Other Stockholders shall not be obligated to participate in such sale if all of the WCAS Purchasers shall not have concurrently sold all or the same percentage of their shares of Common Stock, options and/or warrants to be sold by them in connection with such sale. SECTION 5. Preemptive Rights. (a) The Company hereby grants to each Stockholder the right to purchase such Stockholder's Proportionate Percentage (as hereinafter defined) of any future Eligible Offering (as hereinafter defined). For the purposes of this Section 5, the following terms shall have the meanings set forth below: "Proportionate Percentage" means, with respect to any Stockholder as of any date, the result (expressed as a percentage) obtained by dividing (i) the number of shares of Common Stock owned by such Stockholder as of such date by (ii) the total number of shares of Common Stock outstanding as of such date. "Eligible Offering" means an offer by the Company to sell to any person or persons (including any of the Stockholders) for cash, cash equivalents or indebtedness any equity securities of the Company, or any security convertible into or exchangeable for, or carrying rights or options to purchase, equity securities of the Company, other than an offering by the Company: (i) of shares of Common Stock or options to purchase shares of Common Stock in connection with or pursuant to any stock option or stock purchase plan approved by the Board of Directors of the Company 7 to full-time employees, officers, directors, consultants and/or advisors to the Company or its subsidiaries; (ii) in a public offering (a "Public Offering") registered under the Securities Act. (b) The Company shall, before issuing any securities pursuant to an Eligible Offering, give written notice thereof to each Stockholder. Such notice shall specify the security or securities the Company proposes to issue, the proposed date of issuance, the consideration that the Company intends to receive therefor and all other material terms and conditions of such proposed issuance. For a period of 15 days following the date of such notice, each Stockholder shall be entitled, by written notice to the Company, to elect to purchase all or any part of such Stockholder's Proportionate Percentage of the securities being sold in the Eligible Offering; provided, however, that if two or more securities shall be proposed to be sold as a "unit" in an Eligible Offering, any such election must relate to such unit of securities. To the extent that elections pursuant to this Section 5(b) shall not be made with respect to any securities included in an Eligible Offering within such 15-day period, then the Company may issue such securities, but only for consideration not less than, and otherwise on no less favorable terms to the Company than, those set forth in the Company's notice and only within 60 days after the end of such 15-day period. In the event that any such offer is accepted by a Stockholder or Stockholders, the Company shall sell to such Stockholder or Stockholders, and such Stockholder or Stockholders shall purchase from the Company, for the consideration and on the terms set forth in the notice as aforesaid, the securities that such Stockholder or Stockholders shall have elected to purchase. SECTION 6. Right of First Offer. (a) If any Blackstone Purchaser (for purposes of this Section 6, a "Seller") desires to sell, exchange or in any other manner dispose of (other than in a manner permitted by Section 6(d) hereof) any shares of capital stock of the Company held by it, then such Seller shall give to the Company a written notice (a "Notice of Desire to Sell") which shall set forth in reasonable detail the class and number of shares of capital stock which it desires to sell and may, if the Seller so chooses to specify, set forth any other terms and conditions of the desired disposition. The Company shall deliver such Notice of Desire to Sell to each of the WCAS Purchasers promptly upon receipt thereof. A Seller may deliver a Notice of Desire to Sell whether or not such Seller has received an offer from a third party to purchase such shares of capital stock. (b) The WCAS Purchasers shall have the right, exercisable upon written notice to the Seller within 15 days after receipt of any Notice of Desire to Sell (the "Offer Notice"), to offer to purchase any or all shares of capital stock proposed to be sold by the Seller at a purchase price equal to the proposed purchase price specified in the Notice of Desire to Sell if so specified, or as proposed in the Offer Notice if not specified in the Notice of Desire to Sell, and otherwise on the terms and conditions specified in the 8 Notice of Desire to Sell to the extent so specified and any additional terms and conditions proposed in the Offer Notice (collectively, including with respect to purchase price, the "Offer Terms"). Each Offer Notice shall state the number of shares to be purchased by the WCAS Purchasers delivering such Offer Notice (the "Purchasing Stockholders") and that the Purchasing Stockholders will purchase such shares within 45 days thereafter (or such longer period as is necessary to obtain any necessary consents or approvals or to otherwise comply with applicable law). In the event that more than one WCAS Purchaser exercises its right to offer to purchase pursuant to this paragraph (b), the allocation among such WCAS Purchasers of any shares actually sold pursuant to this paragraph (b) shall be as agreed by such WCAS Purchasers. (c) If the WCAS Purchasers deliver, within the period specified in paragraph (b) above, an Offer Notice with respect to capital stock that is the subject of the Notice of Desire to Sell, the Seller shall be entitled to sell such capital stock to such Purchasing Stockholders, on the Offer Terms within the 45-day period specified in paragraph (b) above (or such longer period as is necessary to obtain any necessary consents or approvals or to otherwise comply with applicable law). Following the period specified in paragraph (b) above, the Seller may (subject to any other applicable restrictions hereunder) transfer such capital stock to any third party; provided that, if an Offer Notice with respect to all of such shares of capital stock was delivered within the 15 day period specified in paragraph (b) above, the Seller may not sell such shares to such third party on material terms which are the same as or more favorable, in the aggregate, to such third party than the material terms set forth in the Offer Terms. Any such sale with respect to which definitive documentation is not entered into within 60 days after the expiration of the period specified in paragraph (b) above, or which is not consummated within 60 days of the execution of such definitive documentation (or such longer period as is necessary to obtain any necessary consents or approvals or to otherwise comply with applicable law) shall again be subject to the requirements of this Section 6. (d) Anything herein to the contrary notwithstanding, and subject to any other applicable restrictions hereunder, no right of first offer hereunder shall apply with respect to (i) a transfer by a Blackstone Purchaser to an affiliate of such Blackstone Purchaser; provided, however, that any such transferee that is not already a party to this Agreement shall agree in writing to be bound by, and to comply with, all provisions of this Agreement as though such transferee were a Blackstone Purchaser, (ii) any distribution or transfer by a Blackstone Purchaser that is a limited partnership to its limited partners, (iii) any transfer by a Blackstone Purchaser to the public pursuant to an offering registered under the Securities Act or sold in compliance with Rule 144 under the Securities Act and (iv) any transfer by a Blackstone Purchaser pursuant to Section 3 or Section 4. SECTION 7. Restrictions. (a) While this Agreement is in effect, in addition to any other vote of stockholders that may be required by law or by the Certificate of Incorporation of the Company, the Company shall not, without the consent of (i) 9 the holders of a majority of the Common Stock then held by all the WCAS Purchasers and (ii) the holders of a majority of the Common Stock then held by all the Blackstone Purchasers: (i) amend, alter or repeal its Certificate of Incorporation or its By-laws in any manner that adversely affects the respective rights, preferences or voting power of the Common Stock, or the rights of the Stockholders hereunder, it being understood that, in the event of any such amendment or alteration that adversely affects only the Signal Purchasers and/or the Management Purchasers, such amendment or alteration shall also require the consent of a majority in interest of the Signal Purchasers and/or the Management Purchasers, as the case may be; or (ii) enter into, or permit any of its subsidiaries to enter into, any transaction with (w) any of its or any subsidiary's officers, directors or employees; (x) any person related by blood or marriage to any such person; (y) any entity in which any such person owns any beneficial interest; or (z) any stockholder of the Company (or any affiliate of any such stockholder) that owns, either individually or collectively with all stockholders affiliated with such stockholder, at least 25% of the outstanding capital stock of the Company; provided, however, that this clause (ii) shall not apply to (A) normal employment arrangements, benefit programs and employee incentive option programs on reasonable terms, (B) any transaction with a director of the Company (or an affiliate of such director) that is approved by the Board of Directors of the Company in accordance with the provisions of Section 144(a)(1) of the Delaware General Corporation Law, (C) customer transactions in the ordinary course of business, (D) the closing of the transactions contemplated by the Purchase Agreement and the Agreement and Plan of Merger, dated as of July 2, 1998, as amended (the "Merger Agreement"), between the Company and Centennial, and (E) the transactions contemplated by the Registration Rights Agree- ment, dated as of the date hereof among the parties hereto.. (b) Except as expressly set forth in Section 1 hereof, each Stockholder agrees not to, and agrees to cause its affiliates not to, directly or indirectly, alone or in concert with others, without the prior written consent of the holders of a majority of the shares of Common Stock held by the WCAS Purchasers, take any of the following actions set forth below: (i) effect, seek, offer, engage in, propose (whether publicly or otherwise) or participate in: a) any acquisition of beneficial ownership of equity or debt securities of the Company or any of its subsidiaries other than (1) pursuant to the Purchase Agreement, (2) pursuant to Section 5 hereof, (3) acquisitions from other Stockholders or (4) any stock dividend, stock reclassification or other distribution or dividends to the holders of Common Stock generally; 10 b) any tender or exchange offer, merger, consolidation, share ex- change, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any material portion of its business or any purchase of all or any substantial part of the assets of the Company or any material portion of its business; or c) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission ("SEC")) without regard to the exclusion set forth in Section 14a-1(1)(2)(iv) under the Exchange Act from the definition of "solicitation" with respect to the Company or any of its affiliates or any action resulting in Stockholder or any of its affiliates becoming a "participant" in any "election contest" (as such terms are used in the proxy rules of the SEC) with respect to the Company or any of its subsidiaries; (ii) propose any matter for submission to a vote of stockholders of the Company; (iii) seek to place a representative on the Company Board, or seek the removal of (other than for cause or in accordance with Section 1(a)(iii)) any director of the Company; or (iv) form, join or in any way participate in or assist in the formation of a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Common Stock, other than any such group consisting exclusively of Stockholders and their affiliates. SECTION 8. Right and Option to Repurchase Shares of Common Stock From Management Purchasers Upon Termination of Employment. (a) In the event that any Management Purchaser ceases to be employed by the Company or Centennial or any subsidiary thereof on a full-time basis for any reason (including, without limitation, as a result of his death, disability, incapacity, retirement, resignation or dismissal with or without "cause" (as defined below)), the WCAS Purchasers shall have the right and option, but not the obligation, to purchase from such Management Purchaser (or in the case of his death, his legal representative), in such proportions as the WCAS Purchasers shall agree, any or all of the shares of Common Stock purchased by such Management Purchaser pursuant to the Purchase Agreement (the "Repurchase Shares"). In the event that the WCAS Purchasers exercise such right and option, the WCAS Purchasers shall pay to such Management Purchaser as the purchase price for such Repurchase Shares (the "Purchase Price"), an amount per share equal to the fair market value thereof as of the date such Management Purchaser ceased to be so employed by the Company or Centennial or any subsidiary thereof, such fair market value to be determined in good faith by the Board on a basis 11 consistent with the manner of determining the fair market value of the Common Stock for purposes of offering of the Company's Common Stock to equity investors (the "Fair Market Value"). (b) The WCAS Purchasers may exercise the right and option described in Section 8(a) above by giving such Management Purchaser (or in the case of his death, his legal representative) a written notice of election to purchase at any time within 60 days after the date such employment ceases, which notice of election shall specify the number of shares to be purchased by each electing WCAS Purchaser and the Purchase Price for such shares. The closing for the purchase by the WCAS Purchasers of Repurchase Shares pursuant to Section 8(a) will take place at the offices of Welsh, Carson, Anderson & Stowe on the date specified in the written notice of election with respect to such shares, which date shall be a business day not later than 60 days (or such longer period as is necessary to obtain any necessary consents or approvals or to otherwise comply with applicable law) after the date such notice is given. At such closing, the Management Purchaser (or in the case of his death, his legal representative) will deliver such shares, duly endorsed for transfer, against payment in cash of the Purchase Price thereof. (c) In the event that the WCAS Purchasers choose not to exercise their rights and options under Section 8(a) hereof within the 60 day period referred to in Section 8(b), the Company shall have the right and option, but not the obligation, to purchase from the Management Purchaser whose employment was terminated (or in the case of his death, his legal representative) any or all of the Repurchase Shares. In the event that the Company exercises such right and option, the purchase price for such shares shall be the Purchase Price determined in accordance with Section 8(a). (d) The Company may exercise the right and option described in Section 8(c) above by giving such Management Purchaser (or in the case of his death, his legal representative) a written notice of election to purchase at any time within 30 days after the expiration of the 60 day period referred to in Section 8(b) above, which notice of election shall specify the number of Repurchase Shares to be purchased and the Purchase Price for such shares. The closing for the purchase by the Company of Repurchase Shares pursuant to Section 8(c) will take place at the offices of the Company on the date specified in the written notice of election with respect to such shares, which date shall be a business day not later than 60 days (or such longer period as is necessary to obtain any necessary consents or approvals or to otherwise comply with applicable law) after the date such notice is given. At such closing, the Management Purchaser (or in the case of his death, his legal representative) will deliver such shares, duly endorsed for transfer, against payment in cash of the Purchase Price thereof. SECTION 9. Financial and Other Information. For so long as any Stockholder holds at least 25% of the Common Stock held by it as of the date hereof, the Company shall furnish to such Stockholder: (i) within 90 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries as of the end of such fiscal year and the related consolidated statements of 12 operations, changes in stockholders' equity and changes in financial position of the Company and its subsidiaries for the fiscal year then ended, together with supporting notes thereto, certified without qualification as to scope of audit by a firm of independent certified public accountants of recognized national standing selected by the Board of Directors of the Company; (ii) within 45 days after the end of each quarter in each fiscal year (other than the last quarter in each fiscal year), a consolidated balance sheet of the Company and its subsidiaries and the related consolidated statements of operations, changes in stockholders' equity and changes in financial position of the Company and its subsidiaries for the quarter then ended, unaudited but certified by the principal financial officer of the Company, such balance sheet to be as of the end of such quarter and such statements of operations, changes in stockholders' equity and changes in financial position to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter, in each case subject to normal year-end adjustments; (iii) within 30 days after the end of each month in each fiscal year, a consolidated balance sheet of the Company and its subsidiaries and the related consolidated statement of operations for the month then ended, unaudited but certified by the principal financial officer of the Company, such balance sheet to be as of the end of such month and such statement of operations to be for such month and for the period from the beginning of the fiscal year to the end of such month, in each case subject to normal year-end adjustments; (iv) promptly upon filing, copies of all registration statements, prospectuses, periodic reports and other documents filed by the Company with the SEC; and (v) promptly, from time to time, such other information regarding the operations, business, affairs and financial condition of the Company or any subsidiary as such Stockholder may reasonably request, subject to such confidentiality agreements as the Company may reasonably request. SECTION 10. Legend on Stock Certificates. Each certificate representing shares of Common Stock owned by any Stockholder shall conspicuously bear the following legend until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 7, 1999, AMONG THE COMPANY AND THE OTHER PARTIES THERETO. COPIES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY." 13 The Company covenants that it shall keep a copy of this Agreement on file at the address listed in Section 19 for the purpose of furnishing copies to the holders of record of shares of Common Stock. SECTION 11. Duration of Agreement. (a) This Agreement (other than the provisions of Sections 1, 10, 11(b) and 15 through 25) shall terminate upon the earlier to occur of (i) the tenth anniversary of the date hereof or (ii) the consummation of (x) a Public Offering by the Company of Common Stock having an aggregate offering price to the public of not less than $50,000,000, and (y) the sale, transfer or other disposition (including a distribution by a limited partnership to its partners) by either the WCAS Purchasers or the Blackstone Purchasers to persons or entities not required to become parties hereto of at least 50% of the shares of Common Stock held by the WCAS Purchasers or the Blackstone Purchasers, as the case may be, on the date hereof. (b) The provisions of Sections 1, 10, 11(b) and 15 through 25 shall terminate upon the earlier to occur of (i) the tenth anniversary of the date hereof or (ii) the consummation of (x) a Public Offering by the Company of Common Stock having an aggregate offering price to the public of not less than $50,000,000, and (y) the sale, transfer or other disposition (including a distribution by a limited partnership to its partners) by both of the WCAS Purchasers and the Blackstone Purchasers to persons or entities not required to become parties hereto of at least 50% of the shares of Common Stock held by the WCAS Purchasers or the Blackstone Purchasers, respectively, on the date hereof. SECTION 12. Advisory and Monitoring Fee. On each anniversary of the date of this Agreement, the Company shall pay advisory and monitoring fees of (i) $450,000, plus reasonable expenses, to WCA Management Corporation, or another entity or entities designated by the holders of a majority of the Common Stock held by the WCAS Purchasers, for so long as the WCAS Purchasers hold at least 25% of the shares of Common Stock held by the WCAS Purchasers on the date hereof, and (ii) $300,000, plus reasonable expenses, to Blackstone Management Partners III L.L.C., or another entity or entities designated by the holders of a majority of the Common Stock held by the Blackstone Purchasers, for so long as the Blackstone Purchasers hold at least 25% of the shares of Common Stock held by the Blackstone Purchasers on the date hereof. To the extent that payment of such monitoring fees is prohibited by any provision of any credit agreement or other debt instrument, the Company shall use commercially reasonable efforts to cause the lender or holder of such debt instrument to waive any such prohibition. If, despite such efforts, such lender or holder is unwilling to permit the Company to pay such monitoring fee, then any amounts not so paid shall accrue and shall bear interest at the rate of 13% per annum until paid, and the Company shall promptly pay such sums when no such prohibitions exist. SECTION 13. Representations and Warranties by the Stockholders. Each Stockholder, severally and not jointly, represents and warrants to the Company and the other Stockholders as follows: 14 (a) The execution, delivery and performance of this Agreement by such Stockholder will not violate any provision of applicable law, any order of any court or other agency of government, or any provision of any indenture, agreement or other instrument to which such Stockholder or any of his, her or its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (b) This Agreement has been duly executed and delivered by such Stockholder, and when executed by the other parties hereto will constitute the legal, valid and binding obligation of such Stockholder, enforceable in accordance with its terms. (c) The shares of Common Stock listed opposite the name of such Stockholder on Schedule I, Schedule II, Schedule III or Schedule IV hereof, as the case may be, constitute all the shares of Common Stock of the Company owned by such Stockholder as of the date hereof (except that Welsh, Carson, Anderson & Stowe VIII, L.P., owns one additional share of Common Stock). SECTION 14. Representations and Warranties by the Company. The Company hereby incorporates by reference and makes the representations and warranties set forth in the Purchase Agreement, to the extent applicable to this Agreement or the transactions contemplated hereby, as of the date hereof. SECTION 15. Headings. Headings of articles, sections and paragraphs of this Agreement are inserted for convenience of reference only and shall not affect the interpretation or be deemed to constitute a part hereof. SECTION 16. Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provisions of this Agreement. SECTION 17. Benefits of Agreement. Nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything in this Section 17 to the contrary, subject to compliance with the terms of this Agreement, each Stockholder shall have the right to assign its interests hereunder in whole or in part to any transferee of the Common Stock held by such Stockholder in compliance with this Agreement; provided, however, that such transferee shall agree in writing with the parties hereto to be bound by, and to comply with, all applicable provisions of this Agreement and to be deemed to be a Stockholder for purposes of this Agreement 15 (it being understood that for purposes of this Agreement any successor to or assigns of any (i) WCAS Purchaser shall be deemed to be a WCAS Purchaser, (ii) Blackstone Purchaser shall be deemed to be a Blackstone Purchaser, (iii) Purchaser shall be deemed to be a Signal Purchaser and (iv) Management Purchaser shall be deemed to be a Management Purchaser); provided, further, however, that whether or not such transferee is assigned any interest hereunder, any transferee of a Stockholder shall agree in writing with the parties hereto to be bound by, and to comply with, all applicable provisions of this Agreement and to be deemed to be a Stockholder for purposes of this Agreement in the manner provided above so long as such transferee is, with respect to the transferring Stockholder, a transferee of the type specified in clause (i) or (iii) of Section 3(d). Any Stockholder may assign to any of its affiliates which are also Stockholders all or any part of its tag-along rights with respect to a particular proposed sale pursuant to Section 3 or its rights to purchase securities pursuant to Section 5; provided the aggregate number of shares of Common Stock to which such rights apply with respect to all such affiliated Stockholders, taken as a whole, shall not be increased thereby. Except as expressly permitted hereby, each party's rights and obligations under this Agreement shall not be subject to assignment or delegation by any party hereto, and any attempted assignment or delegation in violation hereof shall be null and void ab initio. SECTION 18. Notice of Transfer. To the extent that any Stockholder shall transfer any shares of Common Stock, notice of which transfer is not otherwise required to be delivered to the Stockholders hereunder, such Stockholder shall, within three days following consummation of such transfer, deliver notice thereof to the Company and the other Stockholders; provided, however, that no such notice shall be required to be delivered unless the aggregate number of shares of Common Stock transferred by such Stockholder and its affiliates since the date of the last notice delivered by such Stockholder pursuant to this Section 17 exceeds 1% of the outstanding Common Stock. SECTION 19. Notices. Any notice or other communications required or permitted hereunder shall be deemed to be sufficient and received if contained in a written instrument delivered in person or by courier or duly sent by first class certified mail, postage prepaid, or by facsimile addressed to such party at the address or facsimile number set forth below: (1) if to the Company, to it at: 1305 Campus Parkway Neptune, New Jersey 07753 Telecopy Number: (732) 919-1022 Attention: President with a copy to: 16 Reboul, MacMurray, Hewitt, Maynard & Kristol 45 Rockefeller Plaza New York, New York 10111 Telecopy Number: (212) 841-5725 Attention: Robert A. Schwed, Esq. (2) if to any Stockholder, to the address of such Stockholder appearing in Schedule I, Schedule II, Schedule III or Schedule IV hereto; or, in any case, at such other address or facsimile number as shall have been furnished in writing by such party to the other parties hereto. All such notices, requests, consents and other communications shall be deemed to have been received (a) in the case of personal or courier delivery, on the date of such delivery, (b) in the case of mailing, on the fifth business day following the date of such mailing and (c) in the case of facsimile, when received. SECTION 20. Entire Agreement; Modification. This Agreement (including the Schedules hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be amended or modified except by an instrument in writing signed by the Company and a majority in interest of (i) the WCAS Purchasers, (ii) the Blackstone Purchasers and (iii) only in the case of any such modification affecting their rights hereunder, the Signal Purchasers and/or the Management Purchasers, as the case may be. Any waiver of any provision of this Agreement must be in a writing signed by the party against whom enforcement of such waiver is sought. SECTION 21. Covenants Bind Successors and Assigns. All the covenants, stipulations, promises and agreements in this Agreement contained by or on behalf of any party shall bind its successors and permitted assigns, whether so expressed or not. Without limiting the generality of the foregoing, upon the consummation of the merger contemplated by the Merger Agreement (the "Merger"), the corporation that survives the Merger shall succeed to all obligations of the Company set forth herein and, immediately following such Merger, shall execute and deliver to each Stockholder a supplement hereto in form and substance reasonably acceptable to each Stockholder acknowledging that it is bound by all such obligations of the Company. SECTION 22. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. SECTION 23. Changes in Common Stock. If, and as often as, there are any changes in the Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof as may be required so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed. 17 SECTION 24. Specific Performance. Each party hereto agrees that a remedy at law for any breach or threatened breach by such party of this Agreement would be inadequate and therefore agrees that any other party hereto shall be entitled to specific performance of this Agreement in addition to any other available rights and remedies in case of any such breach or threatened breach. SECTION 25. Governing Law. This Agreement shall be governed by, enforceable under, and construed in accordance with the laws of the State of Delaware. 18 IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as a sealed instrument, all as of the day and year first above written. CCW ACQUISITION CORP. By /s/Thomas E. McInerney Name: Thomas E. McInerney Title: President WELSH, CARSON, ANDERSON & STOWE VII, L.P. By WCAS VII Partners, L.P., General Partner By /s/ Laura VanBuren General Partner WELSH, CARSON, ANDERSON & STOWE VIII, L.P. By WCAS VIII Associates, L.L.C., General Partner By /s/ Laura VanBuren Managing Member WCAS CAPITAL PARTNERS III, L.P. By WCAS CP III Associates, L.L.C., General Partner By /s/ Laura VanBuren Managing Member WCAS INFORMATION PARTNERS, L.P. By /s/Thomas E. McInerney General Partner Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Laura VanBuren Robert A. Minicucci Anthony J. de Nicola Paul B. Queally Lawrence B. Sorrel Priscilla A. Newman Rudolph E. Rupert D. Scott Mackesy By /s/ Laura M. VanBuren Laura M. VanBuren Individually and as Attorney-in-fact WCA MANAGEMENT CORPORATION By: /s/ Patrick J. Welsh Name: Patrick J. Welsh Title: President KRISTIN M. ANDERSON TRUST By: /s/ P.J. Welsh Trustee MARK S. ANDERSON TRUST By: /s/ P.J. Welsh Trustee DANIEL B. ANDERSON TRUST By: /s/ P.J. Welsh Trustee BLACKSTONE CCC CAPITAL PARTNERS L.P. By: Blackstone Management Associates III L.L.C., Its general partner By /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Senior Managing Director BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS L.P. By: Blackstone Management Associates III L.L.C., Its general partner By /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Senior Managing Director BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P. By: Blackstone Management Associates III L.L.C., Its general partner By /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Senior Managing Director SIGNAL/CENTENNIAL PARTNERS, L.L.C. By: SIGNAL/CENTENNIAL ASSOCIATES LLC By: SIGNAL PARTNERS LLC By /s/ Timothy P. Reilly Managing Member ROBERT W. BAIRD & CO., INC., TRUSTEE F/B/O MICHAEL J. SMALL ROLLOVER IRA By: /s/ Michael J. Small Title: /s/ Michael J. Small Michael J. Small /s/ Peter W. Chehayl Peter W. Chehayl /s/ Edward G. Owen Edward G. Owen SCHEDULE I WCAS Purchasers Number of Shares Name and Address of Purchaser of Common Stock Welsh, Carson, Anderson & Stowe VII, L.P. 648,117 Welsh, Carson, Anderson & Stowe VIII, L.P. 4,791,333 WCAS Information Partners, L.P 22,741 WCAS Capital Partners III, L.P. 542,169 WCA Management Corporation 56,852 Patrick J. Welsh 51,776 Russell L. Carson 51,776 Bruce K. Anderson 48,364 Kristin M. Anderson Trust 1,137 Mark S. Anderson Trust 1,137 Daniel B. Anderson Trust 1,137 Thomas E. McInerney 51,776 Andrew M. Paul 39,448 Robert A. Minicucci 20,012 Anthony J. de Nicola 4,548 Paul B. Queally 4,207 Lawrence B. Sorrel 4,548 Rudolph E. Rupert 4,548 D. Scott Mackesy 1,137 Priscilla A. Newman 1,478 Laura M. VanBuren 455 -------------- TOTAL: 6,348,696 c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, New York 10022 Telecopy: (212) 893-9575 Attention: Thomas E. McInerney SCHEDULE II Blackstone Purchasers Number of Shares Name and Address of Purchaser of Common Stock Blackstone CCC Capital Partners L.P. 2,490,358 Blackstone CCC Offshore Capital Partners L.P. 452,055 Blackstone Family Investment Partnership III L.P. 187,814 --------- TOTAL 3,130,227 c/o The Blackstone Group 345 Park Avenue New York, New York 10154 Attn: Mark T. Gallogly Telecopy: 212-754-8704 with a copy to: Robert L. Friedman Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Telecopy: 212-455-2502 SCHEDULE III Signal Purchasers Number of Shares Name and Address of Purchaser of Common Stock Signal/Centennial Partners, L.L.C. . 142,131 10 East 53rd Street 32nd Floor New York, NY 10022 Telecopy: (212) 253-4235 Attention: Alfred J. Puchala with a copy to: O'Sullivan, Graev & Karabell, LLP 30 Rockefeller Plaza New York, NY 10112 Telecopy: (212) 408-2420 Attention: Phyllis Schwartz, Esq. SCHEDULE IV Management Purchasers Number of Shares Name and Address of Purchaser of Common Stock Michael J. Small 6,000 Michael J. Small Rollover IRA 4,000 Peter W. Chehayl 2,500 Edward G. Owen 5,000 ------ TOTAL: 17,500 c/o Centennial Cellular Corp. 1305 Campus Parkway Neptune, NJ 07753 EX-5 6 REGISTRATION RIGHTS AGREEMENT January 7, 1999 To the several persons named at the foot hereof Ladies and Gentlemen: This will confirm that in consideration of the purchase by those investors listed on Schedule I hereof (collectively, the "WCAS Purchasers"), the investors listed on Schedule II hereof (collectively, the "Blackstone Purchasers"), the investors listed on Schedule III hereof (collectively, the "Signal Purchasers") and the investors listed on Schedule IV hereof (the "Management Purchasers," and collectively with the WCAS Purchasers, the Blackstone Purchasers and the Signal Purchasers, the "Purchasers"), on the date hereof of an aggregate 9,638,554 shares of Class A Common Stock, $.01 par value (the "Common Stock"), of CCW ACQUISITION CORP., a Delaware corporation (the "Company"), pursuant to the Securities Purchase Agreement, dated as of December 29, 1998 (the "Purchase Agreement"), among the Company and the Purchasers, and as an inducement to you, and a condition to your obligations, to consummate the transactions contemplated by the Purchase Agreement, the Company hereby covenants and agrees with each of you, and with each subsequent holder of Restricted Stock (as such term is defined herein), as follows: 1. Certain Definitions. As used herein, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "Common Stock" shall mean the Class A Common Stock, $.01 par value, of the Company, as constituted as of the date of this Agreement, subject to adjustment pursuant to the provisions of Section 9 hereof. "Exchange Act" shall mean the Securities Exchange Act of 1934 or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Registration Expenses" shall mean the expenses so described in Section 7 hereof. "Restricted Stock" shall mean any shares of capital stock of the Company, the certificates for which are required to bear the legend set forth in Section 2 hereof, held by any party to this Agreement. "Securities Act" shall mean the Securities Act of 1933 or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Selling Expenses" shall mean the expenses so described in Section 7 hereof. 2. Restrictive Legend. Each certificate representing the Common Stock, other than Common Stock transferred in a public sale or as otherwise permitted by Section 3 hereof, shall be stamped or otherwise imprinted with a legend substantially in the following form: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." 3. Notice of Proposed Transfer. In addition to any restrictions set forth in the Stockholders Agreement, dated as of the date hereof among the Company and the Purchasers, prior to any proposed transfer of any Restricted Stock (other than under the circumstances described in Section 4 or 5 hereof), the holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if reasonably requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock shall be entitled to transfer such Restricted Stock in accordance with the terms of its notice; provided, however, that no such opinion or other documentation shall be required if such notice shall cover a pro rata distribution (without payment of additional consideration) by any Purchaser that is a partnership or limited liability company to its partners or members, as the case may be. Each certificate for Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act or is pursuant to an effective registration under the Securities Act) or (ii) the opinion of counsel referred 2 to above is to the further effect that (or, if no opinion is required, the Company determines that) the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a holder of Restricted Stock is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2. 4. Required Registration. (a) At any time after the fourth anniversary of the date hereof, the holders of a majority of the outstanding Restricted Stock then held by the WCAS Purchasers or the Blackstone Purchasers may request the Company to register under the Securities Act all or any portion of the Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that neither the WCAS Purchasers nor the Blackstone Purchasers may request registration pursuant to this Section 4 more than once every six months. (b) Promptly following receipt of any notice under this Section 4, the Company shall immediately notify any holders of Restricted Stock from whom notice has not been received and shall use its best efforts to register as soon as possible under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the original requesting holders, the number of shares of Restricted Stock specified in such notice (and in any notices received from other holders of Restricted Stock within 20 days after their receipt of such notice from the Company); provided, however, that if the proposed method of disposition specified by the original requesting holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced (pro rata among the requesting holders of Restricted Stock based on the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In the event that the proposed method of disposition specified by the original requesting holders shall be an underwritten public offering, the original requesting holders may choose the managing underwriter (which shall be a nationally recognized investment banking firm), subject to the consent of the Company (which shall not be unreasonably withheld). Notwithstanding anything to the contrary contained 3 herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid (subject to any cutbacks as contemplated hereinabove), for sale in accordance with the method of disposition specified by the requesting holder, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold (and in such event, such shares to be sold by the Company for its own account shall be reduced or eliminated before any reduction in the number of shares to be sold by requesting holders pursuant to Section 4(b)). Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration con templated thereby. 5. Incidental Registration. If the Company at any time (other than pursuant to Section 4 hereof) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other securityholders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any such holder, given within 20 days after receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock, as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the holders of Restricted 4 Stock requesting registration pursuant to this Section 5 based upon the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company and the holders of Restricted Stock. Notwithstanding anything to the contrary contained in Section 4 or 5 hereof, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall, to the extent required by such underwriters with respect to all holders of Restricted Stock, refrain from selling such Restricted Stock so registered pursuant to this Section 5 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 120th day after the effective date of such registration statement. 6. Registration Procedures and Expenses. If and whenever the Company is required by the provisions of Section 4 or 5 hereof to use its best efforts to effect the registration of any of the Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4 hereof, shall be on Form S-1, S-3 or another form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided); (b) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith and any documents incorporated by reference therein and file such other documents as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such registration statement in accordance with the sellers' intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller and to each underwriter such number of copies of the registration statement and the prospectus included therein 5 (including each preliminary prospectus), and all amendments, supplements, and exhibits thereto, and such other documents as such persons may reasonably request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such registration statement (and the Company hereby consents to the use of any such prospectus, together with such supplements and amendments, by the sellers and underwriters, if any, in connection with the offer and sale covered thereby); (d) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any jurisdiction); (e) immediately notify each seller under such registration statement and each underwriter, (i) when such registration statement or any post-effective amendment or supplement thereto becomes effective; (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of such registration statement (and the Company shall use best efforts to prevent the initiation of proceedings for, prevent the entry of and/or remove such order or requirement); or (iii) of the happening of any event as a result of which such registration statement, as then in effect, the prospectus contained therein or any document incorporated by reference therein includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) use its best efforts to furnish, at the request of any seller, on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration, if such securities are being sold through underwriters, or on the date that the registration statement becomes effective, if such securities are not being sold through underwriters: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated 6 such date from the independent public accountants retained by the Company, addressed to the underwriters, if any, and to such sellers stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters or sellers may reasonably request; (g) take such actions as may be necessary or appropriate to obtain a CUSIP number (if none exists) for the Common Stock, and make all filings and secure all approvals required pursuant to the regulations of the National Association of Securities Dealers, Inc. in connection with such registration; (h) take such actions as may be necessary or appropriate to cause the Restricted Stock so to be registered to be listed on the principal securities exchange (or on the NASDAQ National Market System, as the case may be) on which the Company's Common Stock is then traded (or, in the case of an initial public offering, on such national securities exchange (or on the NASDAQ National Market System) as the Company shall elect); (i) use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to any holder of Restricted Stock, as soon as reasonably practicable (but not more than 15 months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (j) make available for inspection by each seller, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and permit such seller, attorney, accountant or agent to participate in the preparation of such registration statement. For purposes of paragraphs (a) and (b) above and of Section 4(c) hereof, the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed 7 to extend until the earlier of the sale of all Restricted Stock covered thereby or six months after the effective date thereof. In connection with each registration hereunder, the selling holders of Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 4 and 5 hereof covering an underwritten public offering, the Company agrees to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature; provided, however, that such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof and provided, further, however, that the time and place of the closing under said agreement shall be as mutually agreed upon among the Company, such managing underwriter and the selling holders of Restricted Stock. 7. Expenses. All expenses incurred by the Company in complying with Sections 4 and 5 hereof, including, without limitation, all registration, listing and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company (including with respect to any special audit or "cold comfort" letters), fees of the National Association of Securities Dealers, Inc., transfer taxes and fees of transfer agents and registrars, as well as fees and expenses of counsel for the sellers of Restricted Stock, but excluding any Selling Expenses, are herein called "Registration Expenses." All underwriting discounts and selling commissions applicable to the sale of Restricted Stock are herein called "Selling Expenses." The Company will pay all Registration Expenses in connection with each registration statement filed pursuant to Section 4 or 5 hereof. All Selling Expenses in connection with any registration statement filed pursuant to Section 4 or 5 hereof shall be borne by the participating sellers in proportion to the number of shares sold by each, or by such persons other than the Company (except to the extent the Company shall be a seller) as they may agree. 8. Indemnification. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 4 or 5 hereof, the Company will indemnify and hold harmless, to the fullest extent permitted by law, each seller of such Restricted Stock thereunder, each underwriter of Restricted Stock thereunder, each of their respective affiliates, each of their and their affiliates' respective directors, officers, fiduciaries, agents, employees, stockholders, general and limited partners and members, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof (all of the foregoing, collectively, "Claims") and expenses (including 8 fees and expenses of counsel, and amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or delayed) to which such indemnified party may become subject under the Securities Act or otherwise, insofar as such Claims or expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Section 4 or 5, any preliminary prospectus, summary or final prospectus contained therein, or any amendment or supplement of any thereof, or any documents incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party for any legal or other expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the Company will not be liable to any such indemnified party if and to the extent that any such Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information pertaining to such indemnified party furnished by such indemnified party in writing specifically for use in such registration statement or prospectus. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 4 or 5 hereof, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless, to the fullest extent permitted by law, the Company and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, each other stockholder selling Restricted Stock under such registration statement and each affiliate, officer, director, fiduciary, agent, employee, stockholder, general or limited partner or member of such selling stockholder against all Claims and expenses (including fees and expenses of counsel, and amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or delayed) to which the Company or such officer or director or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such Claims or expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Section 4 or 5, any preliminary prospectus, summary or final prospectus contained therein, or any amendment or supplement of any thereof, or any documents incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such indemnified party for any legal or other expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that such seller will be liable hereunder to any such indemnified party if and only to the extent that any such Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such indemnified party specifically for use in such registration statement or prospectus; provided, further, 9 however, that the liability of each seller hereunder shall be limited to the proceeds (net of underwriting discounts and commissions) received by such seller from the sale of Restricted Stock covered by such registration statement. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party under this Section 8 except to the extent such indemnifying party is materially prejudiced thereby, and in any event will not relieve such indemnifying party from any liability which it may have to any indemnified party other than under this Section 8. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 8 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, or if the indemnifying party shall not diligently continue such defense in good faith, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding the foregoing, any indemnified party shall have the right to retain its own counsel in any such action, but except as set forth above the fees and disbursements of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one firm (together with local counsel) to act as counsel for the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld or delayed), effect the settlement or compromise of, or 10 consent to the entry of any judgment with respect to, any pending or threatened action in respect of which indemnification may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action) unless such settlement, compromise or judgment (i) includes an unconditional release of such indemnified party from all liability arising out of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such indemnified party. If for any reason the indemnification provided for in the first two paragraphs of this Section 8 is unavailable or insufficient to hold harmless an indemnified party under such paragraphs in respect of any Claims or expenses in respect thereof referred to therein, then each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such Claims or expenses in such proportion as appropriate to reflect the relative fault of the Company, on the one hand, and the underwriters and the sellers of such Restricted Stock, on the other, in connection with the statements or omissions which resulted in such Claims or expenses as well as any other relevant equitable considerations, including the failure to give any notice under the third paragraph of this Section 8. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the indemnifying party, on the one hand, or the indemnified party, on the other, and to the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each of you agree that it would not be just and equitable if contributions pursuant to this paragraph were determined by pro rata allocation (even if all of the sellers of such Restricted Stock were treated as one entity for such purpose) or by any other method of allocation which did not take account of the equitable considerations referred to above in this paragraph. The amount paid or payable by an indemnified party as a result of the Claims and expenses in respect thereof, referred to above in this paragraph, shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, no seller of such Restricted Stock or related indemnified party shall be required to contribute any amount in excess of the amount of proceeds (net of underwriting discounts and commissions) received by such seller from the sale of Restricted Stock covered by such registration statement. No person guilty of fraudulent misrepresentations (within the meaning of Section 11(f) of the Securities Act), shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. The indemnification of underwriters provided for in this Section 8 shall be on such other terms and conditions as are at the time customary and reasonably required by such underwriters. In that event the indemnification of the sellers of Restricted Stock in such underwriting shall at the sellers' request be modified to conform to such terms and conditions. The indemnification and contribution agreements contained herein shall be in addition to any other rights to indemnification and contribution which any indemnified party may have pursuant to law or contract or otherwise, shall remain operative and in full force and effect regardless of any investigation 11 made or omitted by or on behalf of any indemnified party and shall survive the transfer of Restricted Stock by any such party. 9. Changes in Common Stock. If, and as often as, there are any changes in the Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed. 10. Representations and Warranties of the Company. The Company represents and warrants to you as follows: (a) The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument to which it or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. (b) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to considerations of public policy in the case of the indemnification provisions hereof. (c) The Company hereby incorporates by reference and makes the representations and warranties set forth in the Purchase Agreement, to the extent applicable to this Agreement or the transactions contemplated hereby, as of the date hereof. 11. Rule 144 Reporting. The Company agrees with you as follows: (a) The Company shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times as it is able to do so. (b) The Company shall file with the Commission in a timely manner all reports and other documents as the Commission may prescribe under Section 13(a) or 15(d) of the Exchange Act at any time that the Company is subject to such reporting requirements of the Exchange Act. 12 (c) The Company shall furnish to any holder of Restricted Stock forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed as a holder may reasonably request to avail itself of any rule or regulation of the Commission allowing a holder of Restricted Stock to sell any such securities without registration. 12. Miscellaneous. (a) All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not. Without limiting the generality of the foregoing: (i) any holder of Restricted Stock assign rights hereunder with respect to any of its Restricted Stock to any transferee of such Restricted Stock, provided that such transferee agrees in writing to become a party hereto and to be bound as a holder of Restricted Stock hereby, and provided further that any WCAS Purchaser or Blackstone Purchaser shall specify in such assignment whether it is assigning rights under Section 4 hereof (in which case such transferee shall become entitled to the rights and subject to the obligations hereunder as fully to the same extent as, and shall deemed to be, a WCAS Purchaser or Blackstone Purchaser, as the case may be, hereunder) and, if assigning such rights, shall be entitled in such assignment to limit the ability of such transferee to further transfer such rights (and such status as a WCAS Purchaser or Blackstone Purchaser, as the case may be) to additional transferees, and (ii) upon the consummation of the merger contemplated by that certain Agreement and Plan of Merger, dated as of July 2, 1998, as amended, between the Company and Centennial Cellular Corp., the corporation that survives such merger shall succeed to all obligations of the Company hereunder and, immediately following such Merger, shall execute and deliver to each holder of Restricted Stock a supplement hereto in form and substance reasonably acceptable to such holder acknowledging that it is bound by all such obligations of the Company. (b) All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered personally, sent by nationally recognized overnight courier services, transmitted by confirmed telecopy or mailed by first class registered mail, postage prepaid, addressed as follows: 13 if to the Company, to it at: 1305 Campus Parkway Neptune, New Jersey 07753 Telecopy Number: (732) 919-1022 Attention: President; with a copy to: Reboul, MacMurray, Hewitt, Maynard & Kristol 45 Rockefeller Plaza New York, New York 10111 Telecopy Number: (212) 841-5725 Attention: Robert A. Schwed, Esq.; if to any Purchaser, to it at its address set forth on Schedule I, Schedule II, Schedule III or Schedule IV hereto, as the case may be; if to any subsequent holder of Restricted Stock, to it at such address as may have been furnished to the Company in writing by such holder; or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Restricted Stock) or to the holders of Restricted Stock (in the case of the Company). (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. (d) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except in writing signed by, and the Company will not grant any registration rights to any other person without the consent of, the holders of a majority in interest of the Restricted Stock held by each of (i) the WCAS Purchasers, (ii) the Blackstone Purchaser and (iii) if adversely affected thereby, the other holders of Restricted Stock. Any waiver of any provision of this Agreement must be in a writing signed by the party against whom enforcement of such waiver is sought. (e) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14 (f) Headings and section reference numbers in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. (g) In the event that any one or more of the provisions set forth herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. (h) Except as specifically set forth in Section 8 hereof, this Agreement is not intended to confer any rights or remedies upon any person other than the parties hereto. (i) Each party hereto agrees that a remedy at law for any breach or threatened breach by such party of this Agreement would be inadequate and therefore agrees that any other party hereto shall be entitled to specific performance of this Agreement in addition to any other available rights and remedies in case of any such breach or threatened breach. 15 Please indicate your acceptance of the foregoing by signing and returning the enclosed counterpart of this letter, whereupon this letter (herein sometimes called "this Agreement") shall be a binding agreement between the Company and you. Very truly yours, CCW ACQUISITION CORP. By /s/Thomas E. McInerney Name: Thomas E. McInerney Title: President Accepted and agreed to: WELSH, CARSON, ANDERSON & STOWE VII, L.P. By WCAS VII Partners, L.P., General Partner By /s/ Laura VanBuren General Partner WELSH, CARSON, ANDERSON & STOWE VIII, L.P. By WCAS VIII Associates, L.L.C., General Partner By /s/ Laura VanBuren Managing Member WCAS CAPITAL PARTNERS III, L.P. By WCAS CP III Associates, L.L.C., General Partner By /s/ Laura VanBuren Managing Member WCAS INFORMATION PARTNERS, L.P. By /s/ Thomas E. McInerney General Partner 16 Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Laura M. VanBuren Robert A. Minicucci Anthony J. de Nicola Paul B. Queally Lawrence B. Sorrel Priscilla A. Newman Rudolph E. Rupert D. Scott Mackesy By /s/ Laura VanBuren Individually and as Attorney-in-fact WCA MANAGEMENT CORPORATION By: /s/ P.J. Welsh Name: P.J. Welsh Title: President KRISTIN M. ANDERSON TRUST By: /s/ P.J. Welsh Trustee MARK S. ANDERSON TRUST By: /s/ P.J. Welsh Trustee DANIEL B. ANDERSON TRUST By: /s/ P.J. Welsh Trustee 17 BLACKSTONE CCC CAPITAL PARTNERS L.P. By: Blackstone Management Associates III LLC, Its general partner By /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Senior Managing Director BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS L.P. By: Blackstone Management Associates III L.L.C., Its general partner By /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Senior Managing Director BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P. By: Blackstone Management Associates III L.L.C., Its general partner By /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Senior Managing Director 18 SIGNAL/CENTENNIAL PARTNERS, L.L.C. By: SIGNAL/CENTENNIAL ASSOCIATES L.L.C., By: SIGNAL PARTNERS L.L.C. By /s/ Timothy P. Reilly Managing Member ROBERT W. BAIRD & CO., INC., TRUSTEE F/B/O MICHAEL J. SMALL ROLLOVER IRA By: /s/ Michael J. Small Title: /s/ Michael J. Small Michael J. Small /s/ Peter W. Chehayl Peter W. Chehayl /s/ Edward G. Owen Edward G. Owen 19 SCHEDULE I WCAS Purchasers Name and Address of Purchaser Welsh, Carson, Anderson & Stowe VII, L.P. Welsh, Carson, Anderson & Stowe VIII, L.P. WCAS Capital Partners III, L.P. WCAS Information Partners, L.P. WCA Management Corporation Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Laura VanBuren Robert A. Minicucci Anthony J. de Nicola Paul B. Queally Priscilla A. Newman Lawrence B. Sorrel Rudolph E. Rupert D. Scott Mackesy c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, New York 10022 Telecopy: (212) 893-9575 Attention: Thomas E. McInerney SCHEDULE II Blackstone Purchasers Name and Address of Purchaser Blackstone CCC Capital Partners L.P. Blackstone CCC Offshore Capital Partners L.P. Blackstone Family Investment Partnership III L.P. c/o The Blackstone Group 345 Park Avenue New York, New York 10154 Telecopy: (212) 754-8704 Attention: Mr. Mark T. Gallogly with a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Telecopy: (212) 455-2502 Attention: Robert L. Friedman, Esq. SCHEDULE III Signal Purchasers Name and Address of Purchaser Signal/Centennial Partners, L.L.C. 10 East 53rd Street 32nd Floor New York, NY 10022 Telecopy: (212) 253-4235 Attention: Alfred J. Puchala with a copy to: O'Sullivan, Graev & Karabell, LLP 30 Rockefeller Plaza New York, New York 10112 Telecopy: (212) 408-2420 Attention: Phyllis Schwartz, Esq. SCHEDULE IV Management Purchasers Name and Address of Purchaser Michael J. Small Michael J. Small Rollover IRA Peter W. Chehayl Edward G. Owen c/o Centennial Cellular Corp. 1305 Campus Parkway Neptune, NJ 07753 -----END PRIVACY-ENHANCED MESSAGE-----