Exhibit 4.1
AMENDMENT NO. 1
TO FIRST AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
Amendment No. 1 (this "Amendment") dated as of September 10, 2003 to the
First Amended and Restated Registration Rights Agreement dated as of January 20,
1999 (such agreement being referred to herein as the "Registration Rights
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"), the Signal
Purchasers referred to therein, the Management Purchasers referred to therein
and the Guayacan Purchasers referred to therein. Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Registration
Rights Agreement.
WHEREAS, the Company and the Purchasers listed on the signature pages
hereto, representing a majority in interest of the Restricted Stock held by each
of the WCAS Purchasers and the Blackstone Purchasers desire to amend the
Registration Rights 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 4(a) of the Registration Rights Agreement is hereby amended by
deleting the proviso to such Section and replacing it with the following:
"provided, however, that (i) on or prior to the fifteen month
anniversary (the "Fifteen Month Anniversary") of the expiration,
termination or waiver of the September Lock-Up Agreements
(defined below), neither the WCAS Purchasers nor the Blackstone
Purchasers may request registration pursuant to this Section 4
more than once every three months and (ii) thereafter, neither
the WCAS Purchasers nor the Blackstone Purchasers may request
registration pursuant to this Section 4 more than once every six
months; provided, further, that neither the WCAS Purchasers nor
the Blackstone Purchasers may make more than three requests for
registration pursuant to this Section 4 on or prior to the
Fifteen Month Anniversary."
2. Section 4(b) of the Registration Rights Agreement is hereby amended by
deleting the proviso to the first sentence of such Section and replacing it with
the following:
1
"provided, however, that if the proposed method of disposition
specified by the original requesting holders shall be an
underwritten public offering, the number of shares of Restricted
Stock to be included in such an offering may be reduced in the
manner set forth in Section 4(d)."
3. Section 4 of the Registration Rights Agreement is hereby amended by
adding a new Section 4(d) to read in full as follows:
"(d) In any underwritten public offering of Restricted Stock
requested pursuant to Section 4(a), the number of shares of
Restricted Stock to be included in such an underwriting may be
reduced if and to the extent that the managing underwriter shall
be of the opinion that such inclusion would adversely affect the
marketing of the Restricted Stock to be sold therein. In such
event,
(A) the registration statement shall include Restricted Stock
requested to be included by the requesting holders (other than
the Blackstone Purchasers and the WCAS Purchasers, whose
Restricted Stock will be included in the manner set forth in
Section 4(d)(B) below) pro rata based on the number of shares of
Restricted Stock requested to be registered by such holders, on
the one hand, and the number of shares of Restricted Stock
requested to be registered by the Blackstone Purchasers and the
WCAS Purchasers, on the other hand; and
(B) the registration statement shall include Restricted Stock
requested to be included by the Blackstone Purchasers and the
WCAS Purchasers as follows:
(1) with respect to a registration request by holders
of Restricted Stock pursuant to Section 4(a) in which shares
of Restricted Stock covered by such registration statement
would be sold prior to the First Period-End, the
registration statement shall include (i) first, the
Restricted Stock requested to be included by the Blackstone
Purchasers, pro rata among the Blackstone Purchasers based
upon the number of shares requested by them to be included
in such registration, and (ii) second, the Restricted Stock
requested to be included by the WCAS Purchasers, pro rata
among the WCAS Purchasers based upon the number of shares
requested by them to be included in such registration;
2
(2) with respect to a registration request by holders
of Restricted Stock pursuant to Section 4(a) in which shares
of Restricted Stock covered by such registration
statement would be sold on or after the First Period-End and
prior to the Second Period-End, the registration statement
shall include (i) first, the Restricted Stock requested to
be included by the Blackstone Purchasers, up to the number
of shares that is one-third of the total number of shares
(other than shares included pursuant to Section 4(d)(A)) of
Restricted Stock to be covered by such registration
statement, pro rata among the Blackstone Purchasers based
upon the number of shares requested by them to be included
in such registration, and (ii) second, the Restricted Stock
requested to be included by the WCAS Purchasers, up to the
number of shares that is two-thirds of the total number of
shares (other than shares included pursuant to Section
4(d)(A)) of Restricted Stock to be covered by such
registration statement, pro rata among the WCAS Purchasers
based upon the number of shares requested by them to be
included in such registration; and
(3) with respect to a registration request by holders
of Restricted Stock pursuant to Section 4(a) in which shares
of Restricted Stock covered by such registration statement
would be sold on or after the Second Period-End, the
registration statement shall include Restricted Stock pro
rata among the requesting holders of Restricted Stock based
on the number of shares of Restricted Stock so requested to
be registered.
As used in this Section 4(d), "First Period-End" means the date that is nine
months following the expiration, termination or waiver of the lock-up agreements
entered into between the Blackstone Purchasers and the underwriters in
connection with the first registered public offering of common stock of the
company to be consummated following September 9, 2003 (the "September Lock-Up
Agreements"); and "Second Period-End" means the date that is the later to occur
of (x) six months following the First Period-End and (y) six months following
the expiration, termination or waiver of the first lock-up agreement entered
into following the First Period-End by any Blackstone Purchaser with any
underwriter in connection with an offering of Restricted Stock; provided,
however, that in no event shall the Second Period-End occur later than 8 months
following the First Period-End."
4. This Amendment has been executed as of the date first above written and
will automatically and without further action of the parties become effective as
of the consummation of the firm portion of the registered public offering by the
Company of at least 27,000,000, and (without the consent of
3
Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P. and Blackstone Management Associates
III, L.P., which consent may be withheld in the sole discretion of the
consenting party) no more than 30,000,000, shares of Common Stock pursuant to a
registration statement that becomes effective no later than September 30, 2003;
provided that such offering includes an over-allotment option (whether or not
exercised) of at least 15% of the shares of Common Stock included in the firm
portion of the registered public offering, which shares will be sold by the
Blackstone Purchasers.
5. This Amendment 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. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the Registration
Rights Agreement shall refer to the Registration Rights Agreement as amended
hereby.
6. 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.
7. 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.
4
IN WITNESS WHEREOF, the Company and the Purchasers listed below have each
caused this Amendment to be duly executed as of the date first above written.
CENTENNIAL COMMUNICATIONS
CORP.
By: /s/ XXXXXX X. XXXXXXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title:
WELSH, CARSON, XXXXXXXX &
XXXXX VII, L.P.
By: WCAS VII Partners, L.P.,
General Partner
By: /s/ XXXXXXXX X. RATHER
----------------------------
Name: Xxxxxxxx X. Rather
Title:
WELSH, CARSON, XXXXXXXX & XXXXX
VIII, L.P.
By: WCAS VIII Associates,
L.L.C., General Partner
By: /s/ XXXXXXXX X. RATHER
----------------------------
Name: Xxxxxxxx X. Rather
Title:
5
WCAS CAPITAL PARTNERS III, L.P.
By: WCAS CP III Associates,
L.L.C., General Partner
By: /s/ XXXXXXXX X. RATHER
----------------------------
Name: Xxxxxxxx X. Rather
Title:
WCAS INFORMATION PARTNERS, L.P.
By: /s/ XXXXXXXX X. RATHER
----------------------------
Name: Xxxxxxxx X. Rather
Title: Attorney-In-Fact
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. XxXxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. xx Xxxxxx
Xxxx X. Xxxxxxx
D. Xxxxx Xxxxxxx
Xxxx Xxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx Xxxxx
Xxxxxxxx X. Rather
By: /s/ XXXXXXXX RATHER
----------------------------
Xxxxxxxx Rather
Individually and as
Attorney-in-fact
6
BLACKSTONE CCC CAPITAL PARTNERS L.P.
By: Blackstone Management
Associates III L.L.C.,
Its general partner
By: /s/ XXXXXXXX X. XXXXXX
----------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Member
BLACKSTONE CCC OFFSHORE CAPITAL
PARTNERS L.P.
By: Blackstone Management
Associates III L.L.C.,
Its general partner
By: /s/ XXXXXXXX X. XXXXXX
----------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Member
By: Blackstone Management
Associates III L.L.C.,
Its general partner
By: /s/ XXXXXXXX X. XXXXXX
----------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Member
7
