EX-4.2.1



 





Exhibit 4.2.1




AGREEMENT WITH RESPECT TO THE

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




     Agreement (this “Agreement”), dated as of June 4, 2007, to the Second Amended and Restated
Registration Rights Agreement dated as of July 24, 2006 (such agreement being referred to herein as
the “Registration Rights Agreement”) among Centennial Communications Corp. (the “Company”), the
investors named in Schedule I thereto (the “WCAS Purchasers”), the investors named in Schedule II
thereto (the “Blackstone Purchasers”), and Michael Small. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Registration Rights Agreement.



     WHEREAS, the parties to the Registration Rights Agreement have determined that Lawrence B.
Sorrel, Priscilla A. Newman, and Andrew M. Paul (the “Withdrawing Stockholders”), each of whom are
WCAS Purchasers, should no longer be parties to the Registration Rights Agreement;



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     1. Each of the Withdrawing Stockholders acknowledges that the Common Stock held by him or her
is eligible for sale under paragraph (k) of Rule 144. The Company agrees with each such
Withdrawing Stockholder that, promptly after the delivery to the Company by such Withdrawing
Stockholder of the certificates representing such Withdrawing Stockholder’s Restricted Stock, the
Company shall take or cause to be taken such actions as may be necessary to cause such certificates
to be reissued without the legend described in Section 2 of the Registration Rights Agreement. In
consideration thereof, and notwithstanding anything in the Registration Rights Agreement to the
contrary, each such Withdrawing Stockholder agrees that, effective on and as of the effective date
of this Agreement, such Withdrawing Stockholder shall no longer be a party to, and shall have no
rights and be entitled to no benefits under, the Registration Rights Agreement, except as provided
in the preceding sentence.



     2. This Agreement shall not constitute an amendment or modification of any provision of, or
schedule to, the Registration Rights Agreement not expressly referred to herein. Except as
expressly amended or modified herein, the provisions and schedules of the Registration Rights
Agreement are and shall remain in full force and effect.



     3. This Agreement may be executed by one or more of the parties hereto on any number of
separate counterparts and all such counterparts shall be deemed to be one and the same instrument.
Each party hereto confirms that any facsimile copy of such party’s executed counterpart of this
Agreement shall be deemed to be an executed original thereof.



     4. This Agreement shall be governed by, enforceable under and construed in accordance with the
laws of the State of Delaware, without regard to the principles of conflicts of law.



 









 





     IN WITNESS WHEREOF, the Company and the Purchasers listed below have each caused this
Agreement to be duly executed as of the date first above written.



	 	 	 	 	 	 	 
	 	 	CENTENNIAL COMMUNICATIONS CORP.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael J. Small	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 	 	 
	 	 	WELSH, CARSON, ANDERSON & STOWE VII, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WCAS VII Partners, L.P.,
General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name: Jonathan Rather	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WCAS VIII Associates, L.L.C.,
General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jonathan Rather	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WCAS CAPITAL PARTNERS III, L.P.
	 
	 

	 	By:
	 	WCAS CP III Associates, L.L.C.,
General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jonathan Rather	 	 
	 

	 	 	 	Title:	 	 






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	 	 	WCAS INFORMATION PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jonathan Rather	 	 
	 

	 	 	 	Title:	 	 







Patrick J. Welsh

Russell L. Carson

Bruce K. Anderson

Kristin M. Anderson Trust

Mark S. Anderson Trust

Daniel B. Anderson Trust

Thomas E. McInerney

Robert A. Minicucci

Anthony J. de Nicola

Paul B. Queally

D. Scott Mackesy

Laura M. VanBuren



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	          Jonathan Rather	 	 
	 

	 	 	 	          As Attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 	 	BLACKSTONE CCC CAPITAL PARTNERS L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Blackstone Management Associates	 	 
	 

	 	 	 	     III L.L.C., Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert L. Friedman	 	 
	 

	 	 	 	Title:	 	 






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	 	 	BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Blackstone Management Associates	 	 
	 

	 	 	 	     III L.L.C., Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert L. Friedman	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Blackstone Management Associates	 	 
	 

	 	 	 	     III L.L.C., Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert L. Friedman	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Michael Small	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Lawrence B. Sorrel	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Priscilla A. Newman	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Andrew M. Paul	 	 







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