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 par
