EX-4.1.2



 





Exhibit 4.1.2




AMENDMENT NO. 3

TO FIRST AMENDED AND RESTATED

STOCKHOLDERS AGREEMENT




     Amendment No. 3 (this “Agreement”), dated as of June 4, 2007, to the First Amended and
Restated Stockholders Agreement dated as of January 20, 1999 (such agreement being referred to
herein as the “Stockholders Agreement”) among Centennial Communications Corp. (the “Company”), the
several persons named in Schedule I thereto (the “WCAS Purchasers”), the several persons named in
Schedule II thereto (the “Blackstone Purchasers”), and Michael Small, as amended. Capitalized
terms used but not defined herein shall have the meanings assigned to them in the Stockholders
Agreement.



     WHEREAS, the parties to the Stockholders 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 Stockholders Agreement;



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



     1. The parties to the Stockholders Agreement agree that, notwithstanding anything to the
contrary in the Stockholders Agreement, effective on and as of the date of this Agreement, each of
the Withdrawing Stockholders shall no longer be a party to, and shall have no rights and be
entitled to no benefits under, nor have any obligations under, the Stockholders Agreement, except
as provided in the next sentence. In consideration of the foregoing, the Company agrees with each
of the Withdrawing Stockholders that, promptly after the delivery to the Company by such
Withdrawing Stockholder of the certificates representing such Withdrawing Stockholder’s Common
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 10 of the Stockholders
Agreement.



     2. This Agreement shall not constitute an amendment or modification of any provision of, or
schedule to, the Stockholders Agreement not expressly referred to herein. Except as expressly
amended or modified herein, the provisions and schedules of the Stockholders 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 Stockholders 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: CEO	 	 
	 
	 	 	 	 	 	 
	 	 	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:	 	 






2









 






	 	 	 	 	 	 	 
	 	 	WCAS INFORMATION PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	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:	 	 






3









 






	 	 	 	 	 	 	 
	 	 	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	 	 







4