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                                                                    EXHIBIT 4.10

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 9, 2004

                                      among

                         CENTENNIAL COMMUNICATIONS CORP.
                      CENTENNIAL CELLULAR OPERATING CO. LLC
                     CENTENNIAL PUERTO RICO OPERATIONS CORP.

                                       and

                              LEHMAN BROTHERS INC.
                         CREDIT SUISSE FIRST BOSTON LLC
                              GOLDMAN, SACHS & CO.
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

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                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into February 9, 2004, among CENTENNIAL COMMUNICATIONS CORP., a
Delaware Corporation ("Centennial"), CENTENNIAL CELLULAR OPERATING CO. LLC, a
wholly-owned subsidiary of Centennial and a Delaware corporation ("Centennial
Cellular") and CENTENNIAL PUERTO RICO OPERATIONS CORP., a wholly-owned
subsidiary of Centennial and a Delaware corporation ("Centennial PR", together
with Centennial and Centennial Cellular, the "Issuers"), and LEHMAN BROTHERS
INC., CREDIT SUISSE FIRST BOSTON LLC, GOLDMAN, SACHS & CO. AND MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED (the "Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement
dated January 16, 2004, among the Issuers and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Issuers to the Initial
Purchasers of an aggregate of $325,000,000 principal amount of the Company's
8 1/2 Senior Notes due 2014 (the "Securities"). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Issuers have agreed to
provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1.       Definitions.

                  As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Additional Interest" shall have the meaning set forth in
         Section 2(d).

                  "Centennial" shall have the meaning set forth in the preamble
         and shall also include Centennial's successor.

                  "Centennial Cellular" shall have the meaning set forth in the
         preamble and shall also include Centennial Cellular's successors.

                  "Centennial PR" shall have the meaning set forth in the
         preamble and shall also include Centennial PR's successors.

                  "Companies" shall have the meaning set forth in the preamble
         and shall also include the Companies' successors.

                  "Closing Date" shall mean the Closing Date as defined in the
         Purchase Agreement.

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                  "Exchange Dates" shall have the meaning set forth in Section
         2(a)(ii).

                  "Exchange Offer" shall mean the exchange offer by the Issuers
         of Exchange Securities for Registrable Securities pursuant to Section
         2(a) hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form) and all amendments and supplements to such
         registration statement, in each case including the Prospectus contained
         therein, all exhibits thereto and all material incorporated by
         reference therein.

                  "Exchange Securities" shall mean securities issued by the
         Companies under the Indenture containing terms identical to the
         Securities (except that the Exchange Securities will not contain
         restrictions on transfer) and to be offered to Holders of Securities in
         exchange for Securities pursuant to the Exchange Offer.

                  "Filing Date" means (i) with respect to an Exchange Offer
         Registration Statement or the Shelf Registration Statement required to
         be filed pursuant to Section 2(b)(i) or (ii), the earlier of the date
         of the filing thereof with the SEC and the 120th day after the Closing
         Date and (ii) with respect to the Shelf Registration Statement required
         to be filed pursuant to Section 2(b)(iii), the 60th day after the
         delivery of a notice pursuant to Section 2(b)(iii).

                  "Holder" shall mean the Initial Purchasers, for so long as
         they own any Registrable Securities, and each of their successors,
         assigns and direct and indirect transferees who become registered
         owners of Registrable Securities under the Indenture; provided that for
         purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall
         include Participating Broker-Dealers (as defined in Section 4(a)).

                  "Indenture" shall mean the Indenture relating to the
         Securities dated as of February 9, 2004 among the Companies and U.S.
         Bank National Association, as trustee, and as the same may be amended
         from time to time in accordance with the terms thereof.

                  "Issuers" shall have the meaning set forth in the preamble and
         shall also include the successors of each of the Issuers.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Securities;
         provided that whenever the consent or approval of Holders of a
         specified percentage of Registrable Securities is required hereunder,
         Registrable Securities held by the Companies or any of their affiliates
         (as such term is defined in Rule 405 under the 1933 Act) (other than
         the Initial Purchasers or subsequent Holders of Registrable Securities
         if such subsequent holders are deemed to be such affiliates solely by
         reason of their holding of such Registrable Securities) shall not be
         counted in determining whether such consent or approval was given by
         the Holders of such required percentage or amount.

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                  "Notes" shall have the meaning set forth in the preamble.

                  "Participating Broker-Dealer" shall have the meaning set forth
         in Section 4(a).

                  "Person" shall mean an individual, partnership, limited
         liability company, corporation, trust or unincorporated organization,
         or a government or agency or political subdivision thereof.

                  "Initial Purchasers" shall have the meaning set forth in the
         preamble.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Securities covered by
         a Shelf Registration Statement, and by all other amendments and
         supplements to such prospectus, and in each case including all material
         incorporated by reference therein.

                  "Registrable Securities" shall mean the Securities; provided,
         however, that the Securities shall cease to be Registrable Securities
         (i) when a Registration Statement with respect to such Securities shall
         have been declared effective under the 1933 Act and such Securities
         shall have been disposed of pursuant to such Registration Statement,
         (ii) when such Securities have been sold to the public pursuant to Rule
         144(k) (or any similar provision then in force, but not Rule 144A)
         under the 1933 Act or (iii) when such Securities shall have ceased to
         be outstanding.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Companies with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         National Association of Securities Dealers, Inc. registration and
         filing fees, (ii) all fees and expenses incurred in connection with
         compliance with state securities or blue sky laws (including reasonable
         fees and disbursements of counsel for any underwriters or Holders in
         connection with blue sky qualification of any of the Exchange
         Securities or Registrable Securities), (iii) all expenses of any
         Persons in preparing or assisting in preparing, word processing,
         printing and distributing any Registration Statement, any Prospectus,
         any amendments or supplements thereto, any underwriting agreements,
         securities sales agreements and other documents relating to the
         performance of and compliance with this Agreement, (iv) all rating
         agency fees, (v) all fees and disbursements relating to the
         qualification of the Indenture under applicable securities laws, (vi)
         the fees and disbursements of the Trustee and its counsel, (vii) the
         fees and disbursements of counsel for the Companies and, in the case of
         a Shelf Registration Statement, the fees and disbursements of one
         counsel for the Holders (which counsel shall be selected by the
         Majority Holders and which counsel may also be counsel for the Initial
         Purchasers) and (viii) the fees and disbursements of the independent
         public accountants of the Companies, including the expenses of any
         special audits or "cold comfort" letters required by or incident to
         such performance and compliance, but excluding fees and expenses of
         counsel to the underwriters (other than

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         fees and expenses set forth in clause (ii) above) or the Holders and
         underwriting discounts and commissions and transfer taxes, if any,
         relating to the sale or disposition of Registrable Securities by a
         Holder.

                  "Registration Statement" shall mean any registration statement
         of the Companies that covers any of the Exchange Securities or
         Registrable Securities pursuant to the provisions of this Agreement and
         all amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "Securities" shall have the meaning set forth in the preamble.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Companies pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Securities (but no other securities unless approved by the Holders
         whose Registrable Securities are covered by such Shelf Registration
         Statement) on an appropriate form under Rule 415 under the 1933 Act, or
         any similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein.

                  "Trustee" shall mean the trustee with respect to the
         Securities under the Indenture.

                  "Underwriter" shall have the meaning set forth in Section 3
         hereof.

                  "Underwritten Registration" or "Underwritten Offering" shall
         mean a registration in which Registrable Securities are sold to an
         Underwriter for reoffering to the public.

                  2.       Registration Under the 1933 Act.

                  (a)      To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Companies shall use their
best efforts to cause to be filed an Exchange Offer Registration Statement
covering the offer by the Companies to the Holders to exchange all of the
Registrable Securities for Exchange Securities and to have such Registration
Statement remain effective until the closing of the Exchange Offer. The
Companies shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement has been declared effective by the SEC and use their best
efforts to have the Exchange Offer consummated not later than 210 days following
the Closing Date.

                  The Companies shall commence the Exchange Offer by mailing the
related exchange offer Prospectus and accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable
law:

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                  (i)      that the Exchange Offer is being made pursuant to
         this Registration Rights Agreement and that all Registrable Securities
         validly tendered will be accepted for exchange;

                  (ii)     the dates of acceptance for exchange (which shall be
         a period of at least 20 business days from the date such notice is
         mailed) (the "Exchange Dates");

                  (iii)    that any Registrable Security not tendered will
         remain outstanding and continue to accrue interest, but will not retain
         any rights under this Registration Rights Agreement;

                  (iv)     that Holders electing to have a Registrable Security
         exchanged pursuant to the Exchange Offer will be required to surrender
         such Registrable Security, together with the enclosed letters of
         transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice
         prior to the close of business on the last Exchange Date; and

                  (v)      that Holders will be entitled to withdraw their
         election, not later than the close of business on the last Exchange
         Date, by sending to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice a
         telegram, telex, facsimile transmission or letter setting forth the
         name of such Holder, the principal amount of Registrable Securities
         delivered for exchange and a statement that such Holder is withdrawing
         his election to have such Securities exchanged.

                  As soon as practicable after the last Exchange Date, the
Companies shall:

                  (i)      accept for exchange Registrable Securities or
         portions thereof tendered and not validly withdrawn pursuant to the
         Exchange Offer; and

                  (ii)     deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Securities or portions thereof so accepted
         for exchange by the Companies and issue, and cause the Trustee to
         promptly authenticate and mail to each Holder, an Exchange Security
         equal in principal amount to the principal amount of the Registrable
         Securities surrendered by such Holder.

The Companies shall use their best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC. The Companies shall inform
the Initial Purchasers of the names and addresses of the Holders to whom the
Exchange Offer is made, and the Initial Purchasers shall have the right, subject
to applicable law, to contact such Holders and otherwise facilitate the tender
of Registrable Securities in the Exchange Offer.

                  (b)      In the event that (i) the Companies determine that
the Exchange Offer Registration provided for in Section 2(a) above is not
available or may not be consummated as soon as practicable after the last
Exchange Date because it would violate applicable law or the applicable
interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any
other

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reason consummated within 210 days after the Closing Date or (iii) if (A) any
Initial Purchaser holds any Securities acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment in
an initial distribution, or (B) any Holder is not entitled to participate in the
Exchange Offer, and any such Holder or Placement Agent so requests in writing on
or prior to the 60th day after the consummation of the Exchange Offer, the
Companies shall use their best efforts to cause to be filed as soon as
practicable after receipt of such notice, a Shelf Registration Statement
providing for the sale by the Holders of all of the Registrable Securities and
shall use their best efforts to have such Shelf Registration Statement declared
effective by the SEC. In the event the Companies are required to file a Shelf
Registration Statement solely as a result of the matters referred to in clause
(iii) of the preceding sentence, the Companies shall file and use their best
efforts to have declared effective by the SEC both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Initial
Purchasers or such other Holders after completion of the Exchange Offer. The
Companies agree to use their best efforts to keep the Shelf Registration
Statement continuously effective until the expiration of the period referred to
in Rule 144(k) with respect to the Registrable Securities or such shorter period
that will terminate when all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Companies further agree to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Companies for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use their best efforts to
cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon as thereafter practicable. The Companies
agree to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

                  (c)      The Companies shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Exchange Offer Registration Statement or the Shelf
Registration Statement.

                  (d)      An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume. In the event the
Exchange Offer is not consummated and the Shelf Registration Statement is not
declared effective as set forth below, then, the interest rate on the Securities
will be increased (the "Additional Interest") as follows:

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                  (i)      if (A) neither the Exchange Offer Registration
         Statement nor a Shelf Registration Statement has been filed with the
         SEC on or prior to the 120th day after the Closing Date or (B) the
         Issuers are required to file a Shelf Registration Statement pursuant to
         Section 2(b)(iii) hereof and such Shelf Registration Statement is not
         filed on or prior to the Filing Date applicable thereto then,
         commencing on the day after either such 120th day in the case of clause
         (A) or such Filing Date in the case of clause (B), Additional Interest
         shall accrue on the principal amount of the Registrable Securities at a
         rate of 0.50% per annum; or

                  (ii)     if (A) neither the Exchange Offer Registration
         Statement nor a Shelf Registration Statement is declared effective by
         the SEC on or prior to the 180th day after the Closing Date or (B) the
         Issuers are required to file a Shelf Registration Statement pursuant to
         Section 2(b)(iii) hereof and such Shelf Registration Statement is not
         declared effective by the SEC on or prior to the 60th day following the
         Filing Date applicable thereto then, commencing on the day after either
         such 180th day in the case of clause (A) or the Filing Date in the case
         of clause (B), Additional Interest shall accrue on the principal amount
         of the Registrable Securities at a rate of 0.50% per annum; or

                  (iii)    subject to Sections 2(f) and 2(g) if (A) the Issuers
         have not exchanged Exchange Securities for all Securities validly
         tendered in accordance with the terms of the Exchange Offer on or prior
         to the 210th day after the Closing Date or (B) if applicable, the Shelf
         Registration Statement has been declared effective and such Shelf
         Registration Statement ceases to be effective at any time prior to the
         second anniversary of the Closing Date (or, if earlier, the date when
         all Securities have been disposed of thereunder), then Additional
         Interest shall accrue on the principal amount of the Registrable
         Securities at a rate of 0.50% per annum commencing on (x) the day after
         the 210th day after the Closing Date, in the case of (A) above, or (y)
         the day such Shelf Registration Statement ceases to be effective in the
         case of (B) above;

provided, further, that the Companies shall in no event be required to pay
additional interest for more than one event in clauses (i), (ii), or (iii) at
any one time; provided further, however, that (1) upon the filing of the
Exchange Offer Registration Statement or a Shelf Registration Statement (in the
case of clause (i)(A) above) or a Shelf Registration Statement (in the case of
clause (ii)(B) above, (2) upon the effectiveness of the Exchange Offer
Registration or a Shelf Registration Statement (in the case of clause (ii)(A)
above) or a Shelf Registration (in the case of (i)(B) above), or (3) upon the
exchange of Exchange Securities for all Securities tendered (in the case of
clause (iii)(A) above), or (4) upon the effectiveness of the Shelf Registration
Statement which had ceased to remain effective (in the case of clause (iii)(B)
above), Additional Interest on the Securities as a result of such clause (or the
relevant subclause thereof), as the case may be, shall cease to accrue.

                  (e)      Without limiting the remedies available to the
Initial Purchasers and the Holders, the Companies acknowledge that any failure
by the Companies to comply with their obligations under Section 2(a) and Section
2(b) hereof may result in material irreparable injury to the Initial Purchasers
or the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such

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failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Issuers' obligations under Section 2(a) and
Section 2(b) hereof.

                  (f)      No Holder of Registrable Securities may include any
of its Registrable Securities in any Shelf Registration unless and until such
Holder furnishes to the Companies, in writing within 30 days after receipt of a
request therefor, the information with respect to such Holder specified in Items
507 and 508 (as applicable) of Regulation S-K under the 1933 Act and any other
applicable rules, regulations or policies of the SEC for use in connection with
any Shelf Registration or Prospectus included therein, on a form to be provided
by the Companies. No Holder of Registrable Securities shall be entitled to
Additional Interest pursuant to Section 2(d) hereof unless and until such Holder
shall have provided all such information. Each selling Holder agrees to furnish
promptly to the Companies additional information to be disclosed so that the
information previously furnished to the Companies by such Holder does not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.

                  (g)      Additional Interest shall not accrue with respect to
an event listed in Sections 2(d) hereof (each, a "Registration Default") if (i)
such Registration Default under Section 2(d)(iii)(B) hereof occurs because of
the filing of a post-effective amendment to such Registration Statement to
incorporate annual audited financial information with respect to the Companies
where such post-effective amendment is not yet effective and needs to be
declared effective to permit Holders to use the related Prospectus, (ii) such
Registration Default occurs because of the occurrence of other material events
or developments with respect to the Companies that would need to be described in
such Registration Statement or the related Prospectus, and the effectiveness of
such Registration Statement is reasonably required to be suspended while such
Registration Statement and related Prospectus are amended or supplemented to
reflect such events or developments, (iii) such Registration Default results
from the suspension of the effectiveness of such Registration Statement because
of the existence of material events or developments with respect to the
Companies or any of their affiliates, the disclosure of which the Companies
determine in good faith would have a material adverse effect on the business,
operations or prospects of the Companies, or (iv) such Registration Default
results from the suspension of the effectiveness of such Registration Statement
because the Companies do not wish to disclose publicly a pending material
business transaction that has not yet been publicly disclosed; provided,
however, that if any such Registration Default exists and continues on more than
45 consecutive days and an aggregate of 90 days in any 12-month period,
Additional Interest shall accrue and be payable in accordance with Section 2(d)
hereof from the 46th or 91st day, as the case may be, on which any such
Registration Default exists, and shall continue to accrue until the date on
which such Registration Default is cured

                  3.       Registration Procedures.

                  In connection with the obligations of the Companies with
respect to the Registration Statements pursuant to Section 2(a) and Section 2(b)
hereof, the Companies shall as expeditiously as possible:

                  (a)      prepare and file with the SEC a Registration
         Statement on the appropriate form under the 1933 Act, which form (x)
         shall be selected by the Companies, (y) shall, in

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         the case of a Shelf Registration, be available for the sale of the
         Registrable Securities by the selling Holders thereof and (z) shall
         comply as to form in all material respects with the requirements of the
         applicable form and include all financial statements required by the
         SEC to be filed therewith, and use their best efforts to cause such
         Registration Statement to become effective and remain effective in
         accordance with Section 2 hereof;

                  (b)      prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period and cause each Prospectus to be supplemented by any
         required prospectus supplement and, as so supplemented, to be filed
         pursuant to Rule 424 under the 1933 Act; to keep each Prospectus
         current during the period described under Section 4(3) and Rule 174
         under the 1933 Act that is applicable to transactions by brokers or
         dealers with respect to the Registrable Securities or Exchange
         Securities;

                  (c)      in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, to counsel for the Initial
         Purchasers, to counsel for the Holders and to each Underwriter of an
         Underwritten Offering of Registrable Securities, if any, without
         charge, as many copies of each Prospectus, including each preliminary
         Prospectus, and any amendment or supplement thereto and such other
         documents as such Holder or Underwriter may reasonably request, in
         order to facilitate the public sale or other disposition of the
         Registrable Securities; and the Companies consent to the use of such
         Prospectus and any amendment or supplement thereto in accordance with
         applicable law by each of the selling Holders of Registrable Securities
         and any such Underwriters in connection with the offering and sale of
         the Registrable Securities covered by and in the manner described in
         such Prospectus or any amendment or supplement thereto in accordance
         with applicable law;

                  (d)      use their best efforts to register or qualify the
         Registrable Securities under all applicable state securities or "blue
         sky" laws of such jurisdictions as any Holder of Registrable Securities
         covered by a Registration Statement shall reasonably request in writing
         by the time the applicable Registration Statement is declared effective
         by the SEC, to cooperate with such Holders in connection with any
         filings required to be made with the National Association of Securities
         Dealers, Inc. and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such Holder to consummate
         the disposition in each such jurisdiction of such Registrable
         Securities owned by such Holder; provided, however, that the Companies
         shall not be required to (i) qualify as a foreign corporation or as a
         dealer in securities in any jurisdiction where it would not otherwise
         be required to qualify but for this Section 3(d), (ii) file any general
         consent to service of process or (iii) subject itself to taxation in
         any such jurisdiction if it is not so subject;

                  (e)      in the case of a Shelf Registration, notify each
         Holder of Registrable Securities, counsel for the Holders and counsel
         for the Initial Purchasers promptly and, if requested by any such
         Holder or counsel, confirm such advice in writing (i) when a
         Registration Statement has become effective and when any post-effective
         amendment thereto has been filed and becomes effective, (ii) of any
         request by the SEC or any state

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         securities authority for amendments and supplements to a Registration
         Statement and Prospectus or for additional information after the
         Registration Statement has become effective, (iii) of the issuance by
         the SEC or any state securities authority of any stop order suspending
         the effectiveness of a Registration Statement or the initiation of any
         proceedings for that purpose, (iv) if, between the effective date of a
         Registration Statement and the closing of any sale of Registrable
         Securities covered thereby, the representations and warranties of the
         Companies contained in any underwriting agreement, securities sales
         agreement or other similar agreement, if any, relating to the offering
         cease to be true and correct in all material respects or if the
         Companies receive any notification with respect to the suspension of
         the qualification of the Registrable Securities for sale in any
         jurisdiction or the initiation of any proceeding for such purpose, (v)
         of the existence or happening of any event during the period a Shelf
         Registration Statement is effective, in the opinion of the Companies,
         which makes any material statement made in such Registration Statement
         or the related Prospectus untrue or which requires the making of any
         changes in such Registration Statement or Prospectus in order to make
         the statements therein not misleading (which shall include any pending
         undisclosed material business transaction that the Companies, upon the
         advice of Counsel, elect not to disclose publicly) and (vi) of any
         determination by the Companies that a post-effective amendment to a
         Registration Statement would be appropriate;

                  (f)      make every reasonable effort to obtain the withdrawal
         of any order suspending the effectiveness of a Registration Statement
         at the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                  (g)      in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, without charge, at least one
         conformed copy of each Registration Statement and any post-effective
         amendment thereto (without documents incorporated therein by reference
         or exhibits thereto, unless requested);

                  (h)      in the case of a Shelf Registration, cooperate with
         the selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends and
         enable such Registrable Securities to be in such denominations
         (consistent with the provisions of the Indenture) and registered in
         such names as the selling Holders may reasonably request at least one
         business day prior to the closing of any sale of Registrable
         Securities;

                  (i)      in the case of a Shelf Registration, upon the
         occurrence of any event contemplated by Section 3(e)(v) hereof, use
         their best efforts to prepare and file with the SEC a supplement or
         post-effective amendment to a Registration Statement or the related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of the Registrable Securities, such Prospectus will not
         contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading. The Companies
         agree to notify the Holders to suspend use of the Prospectus as
         promptly as practicable after the occurrence of such an

                                       10
<PAGE>

         event, and the Holders hereby agree to suspend use of the Prospectus
         until the Companies have amended or supplemented the Prospectus to
         correct such misstatement or omission;

                  (j)      a reasonable time prior to the filing of any
         Registration Statement, any Prospectus, any amendment to a Registration
         Statement or amendment or supplement to a Prospectus or any document
         which is to be incorporated by reference into a Registration Statement
         or a Prospectus after initial filing of a Registration Statement,
         provide copies of such document to the Initial Purchasers and their
         counsel (and, in the case of a Shelf Registration Statement, the
         Holders and their counsel) and make such of the representatives of the
         Companies as shall be reasonably requested by the Initial Purchasers or
         their counsel (and, in the case of a Shelf Registration Statement, the
         Holders or their counsel) available for discussion of such document,
         and shall not at any time file or make any amendment to the
         Registration Statement, any Prospectus or any amendment of or
         supplement to a Registration Statement or a Prospectus or any document
         which is to be incorporated by reference into a Registration Statement
         or a Prospectus, of which the Initial Purchasers and their counsel
         (and, in the case of a Shelf Registration Statement, the Holders and
         their counsel) shall not have previously been advised and furnished a
         copy or to which the Initial Purchasers or their counsel (and, in the
         case of a Shelf Registration Statement, the Holders or their counsel)
         shall object.

                  (k)      obtain a CUSIP number for all Exchange Securities or
         Registrable Securities, as the case may be, not later than the
         effective date of a Registration Statement;

                  (l)      cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Securities or Registrable Securities, as
         the case may be, cooperate with the Trustee and the Holders to effect
         such changes to the Indenture as may be required for the Indenture to
         be so qualified in accordance with the terms of the TIA and execute,
         and use their best efforts to cause the Trustee to execute, all
         documents as may be required to effect such changes and all other forms
         and documents required to be filed with the SEC to enable the Indenture
         to be so qualified in a timely manner;

                  (m)      in the case of a Shelf Registration, make available
         for inspection by a representative of the Holders of the Registrable
         Securities, any Underwriter participating in any disposition pursuant
         to such Shelf Registration Statement, and attorneys and accountants
         designated by the Holders, at reasonable times and in a reasonable
         manner, all financial and other records, pertinent documents and
         properties of the Companies and subsidiaries of the Companies, and
         cause the respective officers, directors and employees of the Companies
         to supply all information reasonably requested by any such
         representative, Underwriter, attorney or accountant in connection with
         a Shelf Registration Statement;

                  (n)      in the case of a Shelf Registration, use their best
         efforts to cause all Registrable Securities to be listed on any
         securities exchange or any automated quotation system on which similar
         securities issued by the Companies are then listed if requested

                                       11
<PAGE>

         by the Majority Holders, to the extent such Registrable Securities
         satisfy applicable listing requirements;

                  (o)      use their best efforts to cause the Exchange
         Securities or Registrable Securities, as the case may be, to be rated
         by two nationally recognized statistical rating organizations (as such
         term is defined in Rule 436(g)(2) under the 1933 Act);

                  (p)      if reasonably requested by any Holder of Registrable
         Securities covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information with respect to such Holder as such Holder reasonably
         requests to be included therein and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as soon as
         the Companies have received notification of the matters to be
         incorporated in such filing; and

                  (q)      in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those requested by the Holders of a majority of
         the Registrable Securities being sold) in order to expedite or
         facilitate the disposition of such Registrable Securities including,
         but not limited to, an Underwritten Offering and in such connection,
         (i) to the extent possible, make such representations and warranties to
         the Holders and any Underwriters of such Registrable Securities with
         respect to the business of the Companies and their subsidiaries, the
         Registration Statement, Prospectus and documents incorporated by
         reference or deemed incorporated by reference, if any, in each case, in
         form, substance and scope as are customarily made by issuers to
         underwriters in underwritten offerings and confirm the same if and when
         requested, (ii) obtain opinions of counsel to the Companies (which
         counsel and opinions, in form, scope and substance, shall be reasonably
         satisfactory to the Holders and such Underwriters and their respective
         counsel) addressed to each selling Holder and Underwriter of
         Registrable Securities, covering the matters customarily covered in
         opinions requested in underwritten offerings, (iii) obtain "cold
         comfort" letters from the independent certified public accountants of
         the Companies (and, if necessary, any other certified public accountant
         of any subsidiary of the Companies, or of any business acquired by the
         Companies for which financial statements and financial data are or are
         required to be included in the Registration Statement) addressed to
         each selling Holder and Underwriter of Registrable Securities, such
         letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         underwritten offerings, and (iv) deliver such documents and
         certificates as may be reasonably requested by the Holders of a
         majority in principal amount of the Registrable Securities being sold
         or the Underwriters, and which are customarily delivered in
         underwritten offerings, to evidence the continued validity of the
         representations and warranties of the Companies made pursuant to clause
         (i) above and to evidence compliance with any customary conditions
         contained in an underwriting agreement.

                  In the case of a Shelf Registration Statement, the Issuers may
require each Holder of Registrable Securities to furnish to the Issuers such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Securities as the Issuers may from time to time reasonably
request in writing.

                                       12
<PAGE>

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Issuers of the happening of any
event of the kind described in Section 3(e)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a Shelf
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Issuers, such Holder will deliver to the Issuers (at their
expense) all copies in its possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. If the Issuers shall give any
such notice to suspend the disposition of Registrable Securities pursuant to a
Shelf Registration Statement, the Companies shall extend the period during which
the Shelf Registration Statement shall be maintained effective pursuant to this
Agreement by the number of days during the period from and including the date of
the giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Issuers may suspend the disposition Registrable
Securities pursuant to a Shelf Registration Statement for periods not in excess
of 45 consecutive days and for not more than an aggregate of 90-days in any
12-month period.

                  The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "Underwriters") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

                  4.       Participation of Broker-Dealers in Exchange Offer.

                  (a)      The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), may be deemed to be an "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities.

                  The Companies understand that it is the Staff's position that
if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Securities for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
1933 Act.

                  (b)      In light of the above, notwithstanding the other
provisions of this Agreement, the Companies agree that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order

                                       13

<PAGE>

to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

                  (i)      the Companies shall not be required to amend or
         supplement the Prospectus contained in the Exchange Offer Registration
         Statement, as would otherwise be contemplated by Section 3(i), for a
         period exceeding 120 days after the last Exchange Date (as such period
         may be extended pursuant to the penultimate paragraph of Section 3 of
         this Agreement) and Participating Broker-Dealers shall not be
         authorized by the Issuers to deliver and shall not deliver such
         Prospectus after such period in connection with the resales
         contemplated by this Section 4; and

                  (ii)     the application of the Shelf Registration procedures
         set forth in Section 3 of this Agreement to an Exchange Offer
         Registration, to the extent not required by the positions of the Staff
         of the SEC or the 1933 Act and the rules and regulations thereunder,
         will be in conformity with the reasonable request to the Issuers by the
         Initial Purchasers or with the reasonable request in writing to the
         Issuers by one or more broker-dealers who certify to the Initial
         Purchasers and the Issuers in writing that they anticipate that they
         will be Participating Broker-Dealers; and provided further that, in
         connection with such application of the Shelf Registration procedures
         set forth in Section 3 to an Exchange Offer Registration, the Companies
         shall be obligated (x) to deal only with one entity representing the
         Participating Broker-Dealers, which shall be Lehman Brothers Inc. and
         Credit Suisse First Boston (the "Representatives") unless it elects not
         to act as such representative, (y) to pay the fees and expenses of only
         one counsel representing the Participating Broker-Dealers, which shall
         be counsel to the Initial Purchasers unless such counsel elects not to
         so act and (z) to cause to be delivered only one, if any, "cold
         comfort" letter with respect to the Prospectus in the form existing on
         the last Exchange Date and with respect to each subsequent amendment or
         supplement, if any, effected during the period specified in clause (i)
         above.

                  (c)      The Initial Purchasers shall have no liability to the
Companies or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

                  5.       Indemnification and Contribution.

                  (a)      Each of the Companies, jointly and severally, agrees
to indemnify and hold harmless the Initial Purchasers, each Holder and each
Person, if any, who controls any Initial Purchaser or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or
is under common control with, or is controlled by, any Initial Purchaser or any
Holder, from and against all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred by the
Initial Purchasers, any Holder or any such controlling or affiliated Person in
connection with defending or investigating any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement

                                       14
<PAGE>

of a material fact contained in any Prospectus (as amended or supplemented if
the Companies shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in light of the circumstances under
which they were made not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to the
Initial Purchasers or any Holder furnished to the Issuers in writing through the
Representatives or any selling Holder expressly for use therein. In connection
with any Underwritten Offering permitted by Section 3, the Companies will also
indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their
officers and directors and each Person who controls such Persons (within the
meaning of the 1933 Act and the 1934 Act) to the same extent as provided above
with respect to the indemnification of the Holders, if requested in connection
with any Registration Statement.

                  (b)      Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Companies, the Initial Purchasers and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Companies, any
Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Companies to the Initial Purchasers and the
Holders, but only with reference to information relating to such Holder
furnished to the Issuers in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

                  (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such Person (the "indemnified party") shall promptly notify the Person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Initial Purchasers and all
Persons, if any, who control any Initial Purchaser within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Companies, their directors, their officers who sign the Registration
Statement and each Person, if any, who controls the Companies within the meaning
of either such Section and (c) the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Holders and all Persons, if any,
who control any Holders within the

                                       15
<PAGE>

meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In such case involving the Initial Purchasers
and Persons who control the Initial Purchasers, such firm shall be designated in
writing by the Representatives. In such case involving the Holders and such
Persons who control Holders, such firm shall be designated in writing by the
Majority Holders. In all other cases, such firm shall be designated by the
Issuers. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent 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. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

                  (d)      If the indemnification provided for in paragraph (a)
or paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Companies and the Holders shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Companies or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
principal amount of Registrable Securities of such Holder that were registered
pursuant to a Registration Statement.

                  (e)      The Companies and each Holder agree that it would not
be just or equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, 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 Section 5, no Holder shall be required to

                                       16
<PAGE>

indemnify or contribute any amount in excess of the amount by which the total
price at which Registrable Securities were sold by such Holder exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 5 are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any indemnified party at law or
in equity.

                  The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers, any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Companies, their officers or
directors or any Person controlling the Companies, (iii) acceptance of any of
the Exchange Securities and (iv) any sale of Registrable Securities pursuant to
a Shelf Registration Statement.

                  6.       Miscellaneous.

                  (a)      No Inconsistent Agreements. None of the Companies
have entered into, and on or after the date of this Agreement will not enter
into, any agreement which is inconsistent with the rights granted to the Holders
of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Companies' other issued and outstanding securities under any such
agreements.

                  (b)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Companies have obtained the
written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or consent; provided, however, that no
amendment, modification, supplement, waiver or consent to any departure from the
provisions of Section 5 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder.

                  (c)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given by such
Holder to Centennial by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to the
Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if
to the Companies, initially at the Centennial's address set forth in the
Purchase Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(c).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is

                                       17
<PAGE>

acknowledged, if telecopied; and on the next business day if timely delivered to
an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

                  (d)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Companies with respect to any failure by a Holder
to comply with, or any breach by any Holder of, any of the obligations of such
Holder under this Agreement.

                  (e)      Purchases and Sales of Securities. During the period
of two years after the Closing Date, the Companies will not resell any of the
Securities which constitute "restricted securities" under Rule 144 that have
been reacquired by any of them, unless the Securities are resold in a
transaction registered under the 1933 Act.

                  (f)      Third-Party Beneficiary. The Holders shall be
third-party beneficiaries to the agreements made hereunder between the
Companies, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

                  (g)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (h)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i)      Governing Law. This Agreement shall be governed by
the laws of the State of New York.

                  (j)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                                       18
<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                         CENTENNIAL COMMUNICATIONS CORP.

                                         By       /s/ TONY L. WOLK
                                            ------------------------------------
                                            Name: Tony L. Wolk
                                            Title: Senior Vice President,
                                                   General Counsel

                                         CENTENNIAL CELLULAR OPERATING CO. LLC

                                         By: Centennial Communications Corp.,
                                             as sole member

                                         By       /s/ TONY L. WOLK
                                            ------------------------------------
                                            Name: Tony L. Wolk
                                            Title: Senior Vice President,
                                                   General Counsel

                                         CENTENNIAL PUERTO RICO OPERATIONS CORP.

                                         By       /s/ TONY L. WOLK
                                            ------------------------------------
                                            Name: Tony L. Wolk
                                            Title: Senior Vice President,
                                                   General Counsel

                                       19

<PAGE>

Confirmed and accepted as of
the date first above written:

LEHMAN BROTHERS INC.
CREDIT SUISSE FIRST BOSTON LLC

Acting severally on behalf of themselves and the
several Initial Purchasers named herein

LEHMAN BROTHERS INC.

By      /s/ PETER TOAL
   --------------------------------------
   Name: Peter Toal
   Title: Managing Director

By: CREDIT SUISSE FIRST BOSTON LLC

By      /s/ JEFF HOWE
   --------------------------------------
   Name: Jeff Howe
   Title: Managing Director

                                       20