EX-4.1



 





Exhibit 4.1




AMENDMENT NO. 4

TO FIRST AMENDED AND RESTATED

STOCKHOLDERS AGREEMENT




     Amendment No. 4 (this “Amendment”) dated as of September 27, 2007 to the First Amended and
Restated Stockholders Agreement dated as of January 20, 1999 (such agreement, as previously
amended, 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 J. 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 desire to amend the Stockholders Agreement
as set forth herein;



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



     1. Section 1(a)(i) of the Stockholders Agreement is hereby amended and restated in its
entirety to read in full as set forth below:




“(i) the authorized number of directors on the Board of Directors of the
Company (the “Board”) to be established at ten;”



     2. Section 1(b) of the Stockholders Agreement is hereby amended and restated in its entirety
to read in full as set forth below:




     “(b) The directors not designated pursuant to clause (ii) of paragraph
(a) above shall be directors that shall be elected by the stockholders of
the Company. In any such election, the Stockholders shall vote their shares
only for at least three such 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 members of an audit
committee of the board of directors of any company whose securities are
traded on any exchange or quotation system on which the Common Stock or any
other securities of the Company are then listed or traded and satisfy any
other requirements under the rules of any such exchange or quotation system
or applicable law.”



     3. This Amendment 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.



 









 





     4. This Amendment 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
Amendment shall be deemed to be an executed original thereof.



     5. This Amendment 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.



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



	 	 	 	 	 	 	 
	 	 	CENTENNIAL COMMUNICATIONS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Fitzpatrick
 

Name: Thomas Fitzpatrick
	 	 
	 

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

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

	 	By:
	 	/s/ Anthony J. de Nicola
 

Name: Anthony J. de Nicola
	 	 
	 

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

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

	 	By:
	 	/s/ Anthony J. de Nicola
 

Name: Anthony J. de Nicola
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WCAS CAPITAL PARTNERS III, L.P.	 	 
	 
	 	 	 	 	 	 
	 

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

	 	By:
	 	/s/ Anthony J. de Nicola
 

Name: Anthony J. de Nicola
	 	 
	 

	 	 	 	Title:	 	 






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	 	 	WCAS INFORMATION PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony J. de Nicola
 

Name: Anthony J. de Nicola
	 	 
	 

	 	 	 	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:
	 	/s/ Jonathan Rather
 

     Jonathan Rather
	 	 
	 

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

	 	By:
	 	Blackstone Management Associates III L.L.C., Its
general partner
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Friedman
 

Name: Robert 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:
	 	/s/ Robert Friedman
 

Name: Robert Friedman
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP
III L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Blackstone Management
Associates III L.L.C., Its
general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Friedman
 

Name: Robert Friedman
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	/s/ Michael J. Small
 

Michael J. Small
	 	 






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