AMENDMENT NO. 5
TO FIRST AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
Amendment No. 5 (this “ Amendment ”) dated as of
November 29, 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
have determined that each of the Blackstone Purchasers (Blackstone
CCC Capital Partners L.P., Blackstone CCC Offshore Capital Partners
L.P. and Blackstone Family Investment Partnership III L.P.
(collectively, the “ Withdrawing
Stockholders ”), should no longer
be parties to 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
eleven;”
2. 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 und
