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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Centennial Cellular Corp.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
15133V208
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(CUSIP Number)
Mark T. Gallogly
Blackstone Management Associates III L.L.C.
345 Park Avenue
New York, New York 10154
(212) 836-9805
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 7, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Page 1 of 22 Pages<PAGE>
<PAGE>
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 2 of 22 Pages
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15133V208 Page 3 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone CCC Capital Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,490,358 (1)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,490,358 (1)
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,490,358 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
<PAGE>
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Does not reflect the 3 for 1 stock split effected by the Company on
January 13, 1999.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15133V208 Page 5 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone CCC Offshore Capital Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
NUMBER OF
SHARES 452,055 (1)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 452,055 (1)
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
452,055 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
<PAGE>
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Does not reflect the 3 for 1 stock split effected by the Company on
January 13, 1999.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15133V208 Page 7 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Family Investment Partnership III L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 187,814 (1)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 187,814 (1)
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,814 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
<PAGE>
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Does not reflect the 3 for 1 stock split effected by the Company on
January 13, 1999.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15133V208 Page 9 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Management Associates III L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,130,227 (1)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,130,227 (1)
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,130,227 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
<PAGE>
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Does not reflect the 3 for 1 stock split effected by the Company on
January 13, 1999.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15133V208 Page 11 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter G. Peterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,130,227 (1)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,130,227 (1)
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,130,227 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
<PAGE>
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Does not reflect the 3 for 1 stock split effected by the Company on
January 13, 1999.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 15133V208 Page 13 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen A. Schwarzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,130,227 (1)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,130,227 (1)
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,130,227 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
<PAGE>
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Does not reflect the 3 for 1 stock split effected by the Company on
January 13, 1999.
<PAGE>
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Class A Common Stock, par value
$.01 per share ("Common Stock"), of Centennial Cellular Corp., a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at 1305 Campus Parkway, Neptune, New Jersey 07753.
Item 2. Identity and Background.
This Schedule 13D is being filed jointly by Blackstone CCC Capital Partners
L.P., a Delaware limited partnership ("BCP CCC"), Blackstone CCC Offshore
Capital Partners L.P., a Cayman Islands exempted limited partnership ("BCP
CCC Offshore"), Blackstone Family Investment Partnership III L.P., a Delaware
limited partnership ("BFIP III"), Blackstone Management Associates III
L.L.C., a Delaware limited liability company ("BMA III"), Mr. Peter G.
Peterson and Mr. Stephen A. Schwarzman (the foregoing, collectively, the
"Reporting Persons").
BMA III is the sole general partner of BCP CCC and BFIP III and the sole
investment general partner of BCP CCC Offshore. Blackstone Services (Cayman)
LDC, a Cayman Islands limited duration company, is the administrative general
partner of BCP CCC Offshore. Pursuant to the partnership agreement of BCP
CCC Offshore, BMA III has the sole power to vote securities held by BCP CCC
Offshore and the sole power to dispose of securities held by BCP CCC
Offshore. BCP CCC, BCP CCC Offshore and BFIP III will hereinafter be
referred to collectively as the "Blackstone Partnerships."
BCP CCC and BCP CCC Offshore were formed to effect the transactions described
in Item 4 below and have not engaged in any activities other than those
incident to their formation and such transactions. The principal business of
BFIP III consists of committing capital to facilitate corporate
restructurings, leveraged buyouts, bridge financings and other investments.
The principal business of BMA III consists of performing the functions of,
and serving as, the general partner of BCP CCC and of certain affiliates and
the investment general partner of BCP CCC Offshore and of certain affiliates.
The principal business and office address of BCP CCC, BFIP III and BMA III is
345 Park Avenue, New York, New York 10154. The principal business and office
Page 15 of 22 Pages<PAGE>
<PAGE>
address of BCP CCC Offshore is c/o Blackstone Services (Cayman) LDC c/o
Hemisphere Management (Cayman) Ltd., Zephyr House, Mary Street, 5th Floor,
Georgetown, Grand Cayman, Cayman Islands.
Messrs. Peter G. Peterson and Stephen A. Schwarzman are the founding members
(the "Founding Members") of BMA III. The other members who may exercise
control over the day to day business of BMA III are David A. Stockman,
Michael B. Hoffman, James J. Mossman, Arthur B. Newman, J. Tomilson Hill,
Mark T. Gallogly, Howard A. Lipson, Thomas J. Saylak, John Z. Kukral,
Kenneth C. Whitney, Michael Puglisi and Timothy R. Coleman (collectively and
together with the Founding Members, the "Members"). Each of the Members is
a United States citizen. The principal occupations of each of the Members
is serving as an executive of one or more of the Blackstone Partnerships,
BMA III, and their affiliates. The Founding Members are the managing
members of BMA III. The business address of each of the Members is
345 Park Avenue, New York, New York 10154.
During the last five years, the Reporting Persons have not been (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding has been or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violations of
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The amount of funds contributed by the Blackstone Partnerships to purchase
the Common Stock consisted of approximately $ 137.6 million in equity. The
source of funds was capital contributions by the general partner and limited
partners of the Blackstone Partnerships.
Item 4. Purpose of Transaction.
CCW Acquisition Corp., a Delaware corporation ("CCW"), and the Company
entered into an Agreement and Plan of Merger, dated as of July 2, 1998, as
amended (the "Merger Agreement"), which provided for the merger of CCW with
and into the Company (the "Merger"), with the Company being the surviving
corporation of the Merger. Pursuant to a Securities Purchase Agreement,
dated as of December 29, 1998, among CCW and the Equity Investors named in
Item 5 (the "Purchase Agreement"), on January 7, 1999, immediately prior to
the Merger, CCW issued an aggregate of 9,096,385 shares of its common stock
for an aggregate purchase price of approximately $400 million, including
3,130,227 shares issued to the Blackstone Partnerships for an aggregate
purchase price of approximately $137.6 million, and also issued 542,169
shares of common stock for an aggregate purchase price of $180 million in
connection with an issuance of debt (collectively, the "Equity
Page 16 of 22 Pages
<PAGE>
<PAGE>
Issuance").<F1> In the Merger (i) all shares of common stock of the
Company outstanding immediately prior to the Merger were converted into the
right to receive $41.50 per share in cash except for 736,639 (approximately
7.1%) shares of Common Stock which were retained by stockholders of the
Company and (ii) each share of CCW common stock was converted into one share
of Common Stock, resulting in BCP CCC, BCP CCC Offshore and BFIP III
beneficially owning 2,490,358, 452,055 and 187,814 shares respectively, of
Common Stock.
Immediately following the consummation of the Merger, the board of directors
of the Company was reconstituted pursuant to the Stockholders Agreement
described in Item 6 below to consist of Michael J. Small, Rudy J. Graf, Peter
W. Chehayl, Phillip H. Mayberry, Kari L. Jordan, Thomas R. Cogar, Jr.,
Michael Marrero, Thomas E. Bucks, John H. Casey, III, Edward G. Owen, Thomas
E. McInerney, Anthony J. de Nicola, Rudolph E. Rupert, Mark T. Gallogly and
Lawrence H. Guffey. Mr. Gallogly is a member of BMA III and Mr. Guffey is an
employee of an affiliate of the Blackstone Partnerships. The composition of
the Board of Directors of the Company is subject to change from time to time,
including pursuant to such Stockholders Agreement.
Pursuant to the Merger Agreement, the Company agreed not to take any action
for at least 3 years after the Merger to cause the Common Stock to be
delisted from the Nasdaq National Market ("Nasdaq") or to cause the Company
to cease to be subject to the reporting requirements of Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Blackstone Partnerships intend to review on a continuing basis their
investment in the Company, and the Blackstone Partnerships may decide to
increase or decrease their investment in the Company depending upon the price
and availability of the Company's securities, subsequent developments
affecting the Company, the Company's business and prospects, other investment
and business opportunities available to the Blackstone Partnerships, general
stock market and economic conditions, tax considerations and other factors.
Other than as described above, none of the Reporting Persons have any plans
or proposals that relate to or would result in any of the actions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they
reserve the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) and (b). Pursuant to the Merger, BCP CCC, BCP CCC Offshore and BFIP II
acquired 2,490,358 (approximately 24.0%), 452,055 (approximately 4.4%) and
187,814 (approximately 1.8%) of the shares, respectively, of Common
Stock.<F1>
BCP CCC, BCP CCC Offshore and BFIP III, acting through their sole general
partner BMA III, have the sole power to vote or to direct the vote, and to
______________
[FN]
<F1> Does not reflect the 3 for 1 stock split effected by the Company on
January 13, 1999.
Page 17 of 22 Pages
<PAGE>
<PAGE>
dispose or to direct the disposition of, the Common Stock respectively owned
by them. As a result, BMA III may be deemed to beneficially own the shares
of Common Stock directly owned by the respective Blackstone Partnerships of
which it is the general partner. The Founding Members of BMA III have shared
power to vote or to direct the vote of, and to dispose or to direct the
disposition of, the shares of Common Stock that may be deemed to be
beneficially owned by BMA III. As a result, each of such Founding Members
may be deemed to beneficially own the shares of Common Stock that BMA III may
be deemed to beneficially own. The Founding Members disclaim beneficial
ownership of such shares.
Welsh, Carson, Anderson & Stowe VIII, L.P. and certain of its affiliates
(collectively, "WCAS"), the Blackstone Partnerships and certain other
investors (collectively with WCAS and the Blackstone Partnerships, the
"Equity Investors") may be considered to have acted or to be acting in
concert with respect to the shares of the Common Stock referred to in Item 4,
and consequently, the Equity Investors may be deemed to constitute a "group"
for purposes of Section 13(d) of the Exchange Act. The Reporting Persons
disclaim membership in any such "group".
(c) None of the Reporting Persons has beneficial ownership of, or has
engaged in any transaction during the past 60 days in, any shares of the
Common Stock, except as disclosed in this Schedule 13D.
(d) No person, other than the Reporting Persons, has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock referred to in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangement or Understandings with Respect to Securities
of the Issuer.
Concurrently with the Equity Issuance, the Equity Investors and CCW entered
into a Stockholders Agreement (the "Stockholders Agreement"). Upon
consummation of the Merger, the Company became party to the Stockholders
Agreement as successor by merger to CCW. Pursuant to the Stockholders
Agreement, the Equity Investors have agreed to vote, at each annual or
special stockholders meeting called for to elect the directors, and whenever
the stockholders of the Company act by written consent with respect to the
election of the directors, (i) for the authorized number of directors to be
established at nine, (ii) for the election of three directors designated by
WCAS so long as WCAS owns in the aggregate at least 25% of the shares of the
Company owned by it as of the date of the Merger, (iii) for the election of
two directors designated by the Blackstone Partnerships or their affiliates
(collectively, "Blackstone") so long as Blackstone owns in the aggregate at
least 25% of the shares of the Company owned by it as of the date of the
Page 18 of 22 Pages
<PAGE>
<PAGE>
Merger, (iv) for the election of the Chief Executive Officer and the Chief
Operating Officer of the Company, and (v) for the election of two outside,
independent directors.
In addition, the Company's Compensation Committee shall consist of three
directors, consisting of two WCAS designees (if any) and one Blackstone
designee (if any), its Asset Committee shall consist of three directors,
consisting of two WCAS designees (if any) and one Blackstone designee (if
any) and its other committees shall include at least one WCAS designee (if
any) and one Blackstone designee (if any).
Among the other provisions of the Stockholders Agreement, the Equity
Investors (other than WCAS) have "tag-along" rights to participate in
certain proposed dispositions of Common Stock by WCAS. Under certain
conditions set forth in the Stockholders Agreement, WCAS and the Company may
be able to require the other Equity Investors to sell their shares on terms
specified in the Stockholders Agreement. In addition, WCAS has a right of
first offer with respect to capital stock of the Company being sold by
Blackstone.
The Company has agreed in the Stockholders Agreement to grant the Equity
Investors pre-emptive rights to participate, on a pro rata basis according to
their stock ownership, in certain eligible offerings (excluding registered
public offerings of Common Stock and offerings of Common Stock or options to
purchase Common Shares in connection with any stock option plans or stock
purchase plans for the Company's full-time employees, officers, directors,
consultants and/or advisers).
The Company has also agreed not to amend, alter or repeal its organizational
documents without obtaining the consent of a majority in interest of WCAS and
Blackstone. Further, the Stockholders Agreement contains certain
restrictions on transactions by the Company with related persons without
obtaining the consents set forth in the Stockholders Agreement.
Subject to certain exceptions, the provisions of the Stockholders Agreement
terminate upon the earlier of (i) the tenth anniversary of the date of the
Merger or (ii) the consummation of (x) a public offering by the Company
having an aggregate offering price of not less than $50.0 million and (y) the
sale , transfer or other disposition by either (or, in the case of provisions
regarding elections of directors, both) WCAS or Blackstone of at least 50%
of the shares owned by them, on the date of the Merger.
Pursuant to the Stockholders Agreement an affiliate of each of WCAS
and Blackstone shall each receive a deal consummation fee of $10.7 million
and $3.3 million, respectively. An Equity Investor unaffiliated with
Blackstone and WCAS will receive a fee of $4.0 million. During the term of
the Stockholders' Agreement, an affiliate of each of WCAS and Blackstone
shall receive an annual monitoring fee of $450,000 and $300,000, respectively.
Page 19 of 22 Pages
<PAGE>
<PAGE>
Pursuant to a Registration Rights Agreement among the Company (as the
successor to CCW in the Merger) and the Equity Investors dated as of January
7, 1999 (the "Registration Rights Agreement"), WCAS and Blackstone have
certain rights to require the Company to register their shares of the Company
under the Securities Act of 1933, as amended, and the Equity Investors have
the right to include, upon request, their shares in any registration of
shares effected by the Company after January 7, 2003.
The description of the Purchase Agreement, Stockholders Agreement and
Registration Rights Agreement set forth herein is a summary thereof, and is
qualified in its entirety by reference to the complete text thereof filed as
Exhibits 3, 4 and 5 hereto, which is incorporated herein by reference.
Except as set forth in this Statement, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Company, including but
not limited to, transfer or voting of any of the securities of the Company,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies, or a pledge or contingency the occurrence of which would give
another person voting power over the securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement
2. Powers of Attorney
3. Purchase Agreement
4. Stockholders Agreement
5. Registration Rights Agreement
Page 20 of 22 Pages
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
BLACKSTONE CCC CAPITAL PARTNERS L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C.
By: /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Member
BLACKSTONE OFFSHORE CAPITAL
PARTNERS L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C.
By: /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Member
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP III L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C.
By: /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Member
Page 21 of 22 Pages
<PAGE>
<PAGE>
BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C.
By: /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Member
/s/ Mark T. Gallogly
PETER G. PETERSON
By: Mark T. Gallogly, Attorney-in-Fact
/s/ Mark T. Gallogly
STEPHEN A. SCHWARZMAN
By: Mark T. Gallogly, Attorney-in-Fact
Dated: January 19, 1999
Page 22 of 22 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing on behalf of each
of us of a statement on Schedule 13D relating to the Common Stock, par value
$.01 per share, of Centennial Cellular Corp., a Delaware corporation, and
that any amendments thereto filed by any of us will be filed on behalf of
each of us. This Agreement may be included as an exhibit to such joint
filing.
BLACKSTONE CCC CAPITAL PARTNERS L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C.
By: /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Member
BLACKSTONE CCC OFFSHORE CAPITAL
PARTNERS L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C.
By: /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Member
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP III L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C.
By: /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Member
<PAGE>
<PAGE>
BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C.
By: /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Member
/s/ Mark T. Gallogly
PETER G. PETERSON
By: Mark T. Gallogly, Attorney-in-Fact
/s/ Mark T. Gallogly
STEPHEN A. SCHWARZMAN
By: Mark T. Gallogly, Attorney-in-Fact
Dated: January 19, 1999
EXHIBIT 2
POWER OF ATTORNEY
Know all men by these presents that Peter G. Peterson does hereby
make, constitute and appoint Mark T. Gallogly and Lawrence H. Guffey as true
and lawful attorneys-in-fact of the undersigned with full powers of
substitution and revocation, for and in the name, place and stead of the
undersigned (both in the undersigned's individual capacity and as a member of
any limited liability company or partner of any limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver such
forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to any investments of Blackstone CCC
Capital Partners L.P., Blackstone CCC Offshore Capital Partners L.P.,
Blackstone Family Investment Partnership III L.P. or their affiliates in the
common stock of Centennial Cellular Corp. (including any amendments or
supplements to any reports or schedules previously filed by such persons or
entities) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act
of 1934, as amended, including without limitation Schedules 13D and
statements on Form 3, Form 4 and Form 5.
/s/ Peter G. Peterson
Name: Peter G. Peterson
January 19, 1999
<PAGE>
<PAGE>
POWER OF ATTORNEY
Know all men by these presents that Stephen A. Schwarzman does
hereby make, constitute and appoint Mark T. Gallogly and Lawrence H. Guffey
as true and lawful attorneys-in-fact of the undersigned with full powers of
substitution and revocation, for and in the name, place and stead of the
undersigned (both in the undersigned's individual capacity and as a member of
any limited liability company or partner of any limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver such
forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to any investments of Blackstone CCC
Capital Partners L.P., Blackstone CCC Offshore Capital Partners L.P.,
Blackstone Family Investment Partnership III L.P. or their affiliates in the
common stock of Centennial Cellular Corp. (including any amendments or
supplements to any reports or schedules previously filed by such persons or
entities) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act
of 1934, as amended, including without limitation Schedules 13D and
statements on Form 3, Form 4 and Form 5.
/s/ Stephen A. Schwarzman
Name: Stephen A. Schwarzman
January 19, 1999
SECURITIES PURCHASE AGREEMENT
Among
CCW ACQUISITION CORP.
and
THE SEVERAL PERSONS NAMED
IN SCHEDULE I, SCHEDULE II,
SCHEDULE III AND SCHEDULE IV HERETO
Dated as of December 29, 1998
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Page
TABLE OF CONTENTS
Page
I. PURCHASE AND SALE OF SECURITIES...........................................2
SECTION 1.01. Issuance and Sale of the CCW Shares
to the Purchasers........................................2
SECTION 1.02. Issuance and Sale of the Note and Centennial
Shares to WCAS CP III....................................2
SECTION 1.03. Closing Date...............................................3
II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................3
SECTION 2.01. Organization and Qualification.............................3
SECTION 2.02. Subsidiaries...............................................3
SECTION 2.03. Capitalization.............................................3
SECTION 2.04. Authorization of Agreements, Etc...........................4
SECTION 2.05. Validity...................................................5
SECTION 2.06. Governmental Approvals.....................................5
SECTION 2.07. No Conduct of Business.....................................5
SECTION 2.09. Brokers....................................................6
III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS..........................6
SECTION 3.01. Authorization..............................................6
SECTION 3.02. Validity...................................................6
SECTION 3.03. Investment Representations.................................6
SECTION 3.04. Governmental Approvals.....................................7
SECTION 3.05. Brokers....................................................8
IV. COVENANTS.................................................................8
SECTION 4.01. Conduct of the Company's Business..........................8
SECTION 4.02. Further Assurances.........................................8
V. CONDITIONS PRECEDENT......................................................9
SECTION 5.01. Conditions Precedent to the Obligations of
the Purchasers...........................................9
SECTION 5.02. Conditions Precedent to the Obligations of
the Company.............................................11
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Page
VI. TERMINATION..............................................................12
SECTION 6.01. Termination by the Parties................................12
SECTION 6.02. Effect of Termination.....................................12
VII. MISCELLANEOUS............................................................13
SECTION 7.01. Expenses, Etc.............................................13
SECTION 7.02. Survival of Agreements....................................14
SECTION 7.03. Parties in Interest.......................................15
SECTION 7.04. Notices...................................................15
SECTION 7.05. Entire Agreement; Assignment..............................16
SECTION 7.06. Counterparts..............................................16
SECTION 7.07. Headings..................................................16
SECTION 7.08. Severability..............................................16
SECTION 7.09. No Third Party Beneficiaries..............................16
SECTION 7.10. Specific Performance......................................16
SECTION 7.11. Governing Law.............................................16
ii
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INDEX TO EXHIBITS AND SCHEDULES
Exhibit Description
A Form of Senior Subordinated Note
B Form of Stockholders Agreement
C Form of Registration Rights Agreement
D Form of Certificate of Incorporation of the Company
E Form of By-laws of the Company
F Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol
Schedule Description
I WCAS Purchasers
II Blackstone Purchasers
III Signal Purchasers
IV Management Purchasers
2.08 Investment Interests
iii
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SECURITIES PURCHASE AGREEMENT, dated as of December 29, 1998, among
CCW ACQUISITION CORP., a Delaware corporation (the "Company"), the several
persons named in Schedule I hereto (each a "WCAS Purchaser" and collectively the
"WCAS Purchasers"), the several persons named in Schedule II hereto (each a
"Blackstone Purchaser" and collectively the "Blackstone Purchasers"), the
several persons named in Schedule III hereto (each a "Signal Purchaser" and
collectively the "Signal Purchasers") and the several persons named in Schedule
IV hereto (each a "Management Purchaser" and collectively the "Management
Purchasers"). The WCAS Purchasers, the Blackstone Purchasers, the Signal
Purchasers and the Management Purchasers are sometimes referred to herein
collectively as the "Purchasers."
WHEREAS, the Company desires to sell to the Purchasers other than WCAS
Capital Partners III, L.P. ("WCAS CP III"), and such Purchasers desire to
purchase from the Company, on the terms and subject to the conditions set forth
herein, an aggregate 9,096,385 shares (the "CCW Shares") of Class A Common
Stock, $.01 par value ("Common Stock"), of the Company at a purchase price of
$43.9735 per share; and
WHEREAS, at the time of the Closing (as defined herein), Centennial
Cellular Corp., a Delaware corporation ("Centennial"), as the successor to the
Company, desires to sell to WCAS CP III, and WCAS CP III desires to purchase
from Centennial, on the terms and subject to the conditions set forth herein,
(i) a Senior Subordinated Note of Centennial due 2009, in the principal amount
of $180,000,000, and (ii) 542,169 shares (the "Centennial Shares," and
collectively with the CCW Shares, the "Shares") of Common Stock, for an
aggregate purchase price of $180,000,000; and
WHEREAS, the Company has agreed, as a condition to the obligation of
the Purchasers to purchase said securities, that contemporaneously with the
closing of the purchase and sale of the Shares and the aforementioned Senior
Subordinated Note, the Company shall merge (the "Merger") with and into
Centennial, all as contemplated by that certain Agreement and Plan of Merger,
dated as of July 2, 1998, as amended on November 29, 1998 (the "Merger
Agreement"), between the Company and Centennial, and in connection therewith
shall use the proceeds from such sale to pay the merger consideration
contemplated by the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
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I.
PURCHASE AND SALE OF SECURITIES
SECTION 1.01. Issuance and Sale of the CCW Shares to the Purchasers.
(a) Subject to the terms and conditions set forth herein, on the
Closing Date (as hereinafter defined) the Company shall issue, sell and deliver
to the Purchasers other than WCAS CP III, and each such Purchaser, acting
severally and not jointly, shall purchase from the Company, the number of shares
of Common Stock set forth opposite the name of such Purchaser on Schedule I,
Schedule II, Schedule III or Schedule IV, as the case may be, under the heading
"Number of Shares of Common Stock," for a purchase price of $43.9735 per share.
On the Closing Date, the Company shall issue a certificate or certificates in
definitive form, registered in the name of each Purchaser, representing the
number of CCW Shares purchased by such Purchaser.
(b) As payment in full for the shares of Common Stock being purchased
by it hereunder, and against delivery of the certificate or certificates
therefor as aforesaid, on the Closing Date each Purchaser, acting severally and
not jointly, shall transfer, by wire transfer of immediately available funds to
an account designated by the Company, the amount set forth opposite the name of
such Purchaser on Schedule I, Schedule II, Schedule III or Schedule IV, as the
case may be, under the heading "Aggregate Purchase Price."
SECTION 1.02. Issuance and Sale of the Note and Centennial Shares to
WCAS CP III.
(a) Subject to the terms and conditions set forth herein, on the
Closing Date Centennial, as the corporation surviving the Merger, shall issue,
sell and deliver to WCAS CP III, and WCAS CP III shall purchase from Centennial,
542,169 shares of Common Stock and a Senior Subordinated Note of the Company due
2009, in substantially the form attached hereto as Exhibit A with such changes
thereto as may be requested by the holders of "Senior Indebtedness" (as defined
therein) and as are reasonably acceptable to the Blackstone Purchasers, in the
principal amount of $180,000,000 (such note, and any note or notes issued in
exchange or substitution therefor, being hereinafter called the "Note," and
together with the Shares, the "Securities"), for an aggregate purchase price of
$180,000,000. On the Closing Date, Centennial shall issue the Note and a
certificate for such shares of Common Stock in definitive form, registered in
the name of WCAS CP III.
(b) On the Closing Date, as payment in full for the Note and the
shares of Common Stock being purchased by it, and against delivery of the Note
and a certificate for such shares of Common Stock as aforesaid, WCAS CP III
shall pay to Centennial $180,000,000 by wire transfer of immediately available
funds to an account designated by Centennial.
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SECTION 1.03. Closing Date. The transfer, sale and delivery of the
Securities contemplated by Sections 1.01 and 1.02 hereof (the "Closing") shall
take place at the offices of Reboul, MacMurray, Hewitt, Maynard & Kristol, 45
Rockefeller Plaza, New York, New York, as soon as practicable after the
satisfaction or waiver of each of the conditions to the obligations of the
parties set forth in Article VI hereof, or at such date and time as may be
mutually agreed upon among the parties hereto (such date and time of the Closing
being herein called the "Closing Date").
II.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Purchasers as follows:
SECTION 2.01. Organization and Qualification. The Company is a
corporation validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to own or lease and
operate its properties and assets and to carry on its business as it is now
being conducted. The Company is duly qualified as a foreign corporation to do
business, and is in good standing, in each jurisdiction in which the character
of its properties owned or leased or the nature of its activities makes such
qualification necessary, except where the failure to be so qualified would not
have a material adverse effect on the properties, assets, financial condition,
prospects, operating results or business of the Company and its subsidiaries,
taken as a whole (a "Material Adverse Effect").
SECTION 2.02. Subsidiaries. The Company does not own any shares of
outstanding capital stock or securities convertible into capital stock of any
other corporation or any participating interest in any partnership, joint
venture or other non-corporate business enterprise.
SECTION 2.03. Capitalization.
(a) On the date hereof, the authorized capital stock of the Company
consists of 1,000 shares of Common Stock, of which one share is issued and
outstanding and held of record by Welsh, Carson, Anderson & Stowe VIII, L.P.
("WCAS VIII").
(b) Immediately prior to the Closing, the authorized capital stock of
the Company will consist of 50,000,000 shares of Common Stock. Immediately after
the Merger and after giving effect to the transactions contemplated hereby, the
number of authorized shares of Common Stock of the Company will be 50,000,000
shares and there shall be no more than 10,375,193 shares of Common Stock issued
and outstanding, of which 9,638,554 shares will be held of record by the
Purchasers in the amounts set forth opposite the name of such Purchasers on
Schedule I, Schedule II, Schedule III and Schedule IV hereto, as applicable,
3
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under the heading "Number of Shares of Common Stock" (except that, in the case
of WCAS VIII such number of shares shall be increased by one share to reflect
the share of Common Stock already owned by WCAS VIII).
(c) Except as set forth in paragraph (b) above and pursuant to the
Stockholders Agreement referred to below, and except for options heretofore
issued by Centennial to purchase up to 750,000 shares of Common Stock,
immediately after the Closing and the Merger the Company will have outstanding
no shares of capital stock or securities convertible into or exchange or
exercisable for capital stock, or any rights or options for the purchase of, or
any agreement providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to, any capital stock or
securities convertible into or exchangeable or exercisable for capital stock.
Immediately after the Closing and the Merger, the Company will not be subject to
any obligations (contingent or otherwise) to repurchase or otherwise acquire or
retire any shares of capital stock or securities, rights, options or other
instruments of the type described in the preceding sentence, other than (i) any
obligations relating to payments in respect of "Dissenting Shares" (as defined
in the Merger Agreement) and (ii) pursuant to that certain Employment Agreement
to be entered into between the Company and Rudy J. Graf.
SECTION 2.04. Authorization of Agreements, Etc.
(a) Each of (i) the execution and delivery by the Company of this
Agreement, the Merger Agreement, a Stockholders Agreement in substantially the
form attached hereto as Exhibit B (the "Stockholders Agreement") and a
Registration Rights Agreement in substantially the form attached hereto as
Exhibit C (the "Registration Rights Agreement," and collectively with the
Stockholders Agreement, the "Ancillary Agreements"); (ii) the performance by the
Company of its respective obligations hereunder and thereunder; (iii) the
issuance, sale and delivery by the Company of the CCW Shares; (iv) the issuance,
sale and delivery by Centennial, as the corporation surviving the Merger, of the
Centennial Shares and the Note; and (v) the performance by the Company of the
transactions contemplated hereby and by the Merger Agreement have been duly
authorized by all requisite corporate action (and such authorization constitutes
approval of the transactions contemplated hereby for purposes of Section 203 of
the Delaware General Corporation Law with respect to the Company, including,
following the Merger, the corporation that survives the Merger) and will not (x)
violate any provision of law, any order of any court or other agency of
government, the Certificate of Incorporation or By-laws of the Company, or any
provision of any indenture, agreement or other instrument to which the Company
or any of its properties or assets is bound; (y) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any such indenture, agreement or other instrument; or (z) result in the
creation or imposition of any lien, charge, encumbrance, security interest or
other similar claim (any of the foregoing, a "Claim") in favor of any third
person upon any of the assets of the Company or any of the Shares.
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(b) The CCW Shares have been duly authorized by the Company and, when
sold and paid for in accordance with this Agreement, will be validly issued,
fully paid and nonassessable shares of Common Stock, free of all Claims. On or
prior to the Closing Date, the Centennial Shares shall have been duly authorized
by Centennial and, when sold and paid for in accordance with this Agreement,
will be validly issued, fully paid and nonassessable shares of Common Stock,
free of all Claims. The issuance, sale and delivery of the Shares to the
Purchasers hereunder are not subject to any preemptive rights of stockholders of
the Company or to any right of first refusal or other similar right in favor of
any person.
SECTION 2.05. Validity. This Agreement has been duly executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms.
The Ancillary Agreements, when executed and delivered by the Company as provided
in this Agreement, will constitute the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their respective
terms. The Note, when executed and delivered by Centennial as provided in this
Agreement, will constitute the legal, valid and binding obligation of
Centennial, enforceable against Centennial in accordance with its terms.
SECTION 2.06. Governmental Approvals. Assuming the accuracy of the
representations and warranties of the Purchasers set forth in Article III
hereof, and except as otherwise set forth in Sections 3.3 and 4.3 of the Merger
Agreement, no registration or filing with, or consent or approval of, or other
action by, any Federal, state or other governmental agency or instrumentality is
or will be necessary by the Company for the valid execution, delivery and
performance of this Agreement and the Ancillary Agreements, the issuance, sale
and delivery by the Company and Centennial (as applicable) of the Securities or
the consummation of the transactions contemplated hereby or by the Merger
Agreement.
SECTION 2.07. No Conduct of Business. The Company was incorporated on
June 29, 1998, and other than the execution and delivery by the Company of the
Merger Agreement, the Company has conducted no business on or prior to the date
hereof. Other than its obligations under the Merger Agreement, the Company does
not have any liabilities or obligations of any kind or nature, whether known or
unknown, secured or unsecured, absolute, accrued, contingent or otherwise, and
whether due or to become due.
SECTION 2.08. Investment Interests. Schedule 2.08 hereto lists all
markets served by wireless telephone services in which Centennial holds minority
partnership interests (collectively, the "Investment Interests"), in each case
showing the number of total persons in a market ("total POPs") served by such
wireless telephone service (computed in accordance with the estimate of the 1996
population of a Metropolitan Statistical Area ("MSA") or Rural Service Area
("RSA"), as derived from the 1997 Paul Kagan Associates population estimates),
the percentage ownership interest of Centennial in such wireless telephone
service and the number of "net POPs" (being the number of total POPs multiplied
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by Centennial's ownership interest). The numbers of total POPs and net POPs and
the percentage ownership interests of Centennial listed on Schedule 2.08 are
correct in all material respects.
SECTION 2.09. Brokers. All negotiations relative to this Agreement and
the transactions contemplated hereby have been carried on without the
intervention of any person on behalf of the Company in such manner as to give
rise to any valid claim by such person against the Purchasers for a finder's
fee, brokerage commission or similar payment.
III.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser, severally and not jointly, represents and warrants to
the Company and to the other Purchasers as follows:
SECTION 3.01. Authorization. The execution, delivery and performance
by such Purchaser of this Agreement and the Ancillary Agreements, and the
purchase and receipt by such Purchaser of the Securities being acquired by it
hereunder, have been duly authorized by all requisite action on the part of such
Purchaser, and will not (x) violate any provision of law, any order of any court
or other agency of government, the charter or other governing documents of such
Purchaser, or any provision of any indenture, agreement or other instrument by
which such Purchaser or any of such Purchaser's properties or assets are bound;
(y) conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under any such indenture, agreement or other
instrument; or (z) result in any Claim upon any of the properties or assets of
such Purchaser.
SECTION 3.02. Validity. This Agreement has been duly executed and
delivered by such Purchaser and constitutes the legal, valid and binding
obligation of such Purchaser, enforceable against such Purchaser in accordance
with its terms. The Ancillary Agreements, when executed and delivered in
accordance with this Agreement, will constitute the legal, valid and binding
obligation of such Purchaser, enforceable against such Purchaser in accordance
with their respective terms.
SECTION 3.03. Investment Representations. For purposes of this Section
3.03, the term "such Purchaser" shall be deemed to include such Purchaser and
its partners, in the case of a Purchaser that is a limited partnership that has
been formed solely for the purpose of purchasing the Securities.
(a) Such Purchaser is acquiring the Securities being purchased by such
Purchaser hereunder for such Purchaser's own account, for investment, and not
with a view toward the resale or distribution thereof.
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(b) Such Purchaser understands that he, she or it, as the case may be,
must bear the economic risk of such Purchaser's investment for an indefinite
period of time because the Securities are not registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any applicable state
securities laws, and may not be resold unless subsequently registered under the
Securities Act and such other laws or unless an exemption from such registration
is available. Such Purchaser also understands that, except as provided in the
Registration Rights Agreement, it is not contemplated that any registration will
be made under the Securities Act or that the Company will take steps which will
make the provisions of Rule 144 under the Securities Act available to permit
resale of the Securities. Such Purchaser agrees not to pledge, transfer, convey
or otherwise dispose of any of the Securities, except in a transaction that (A)
is permitted under the Stockholders Agreement and (B) is the subject of either
(i) an effective registration statement under the Securities Act and any
applicable state securities laws, or (ii) an applicable exemption from the
Securities Act and any applicable state securities laws as confirmed, if
reasonably requested by the Company, by an opinion of counsel to the effect that
such registration is not required (which opinion and counsel shall be reasonably
satisfactory to the Company), it being intended that the agreements with respect
to the Securities contained in this sentence shall be construed consistently
with the provisions relating to the same subject matter contained in the
Registration Rights Agreement (provided that the provisions of the Registration
Rights Agreement shall govern in the event of any conflict with the terms of
this sentence).
(c) Such Purchaser has the ability to bear the economic risks of the
investment in the Securities being purchased hereunder for an indefinite period
of time. Such Purchaser further acknowledges that he, she or it, as the case may
be, has had the opportunity to ask questions of, and receive answers from,
officers of the Company with respect to the business and financial condition of
the Company and the terms and conditions of the offering of the Securities and
to obtain additional information necessary to verify such information or can
acquire it without unreasonable effort or expense.
(d) Such Purchaser has such knowledge and experience in financial and
business matters that such Purchaser is capable of evaluating the merits and
risks of its investment in the Securities. Such Purchaser further represents
that he, she or it, as the case may be, is an "accredited investor" as such term
is defined in Rule 501 of Regulation D under the Securities Act with respect to
its purchase of the Securities.
(e) If such Purchaser is a limited partnership or limited liability
company, such Purchaser represents that it has been organized and is existing as
a limited partnership or limited liability company under the laws of its
jurisdiction of organization.
SECTION 3.04. Governmental Approvals. Except for any required filings
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), with respect to the WCAS Purchasers, which filings have been made
and with respect to which all applicable waiting periods have expired, no
registration or filing with, or consent or approval of, or other action by, any
Federal, state or other governmental agency or instrumentality is or will be
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necessary by such Purchaser for the valid execution, delivery and performance of
this Agreement and the Ancillary Agreements.
SECTION 3.05. Brokers. All negotiations relative to this Agreement and
the transactions contemplated hereby have been carried on by such Purchaser
without the intervention of any person on behalf of such Purchaser in such
manner as to give rise to any valid claim by such person against the Company or
the other Purchasers for a finder's fee, brokerage commission or similar
payment.
IV.
COVENANTS
SECTION 4.01. Conduct of the Company's Business. The Company covenants
and agrees that, unless a majority in interest of each of (i) the WCAS
Purchasers and (ii) the Blackstone Purchasers (determined on the basis of
amounts to be invested in the Company pursuant to this Agreement) shall
otherwise consent in writing, the Company shall conduct no business of any sort
prior to the Closing Date, except as contemplated hereby or by the Merger
Agreement or as necessary to effect the transactions contemplated hereby or
thereby. Without limiting the generality of the foregoing, the Company agrees
that, between the date hereof and the Closing Date, it shall not (i) issue,
sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any
shares of, or securities convertible or exchangeable for, or any options,
warrants or rights of any kind to acquire any shares of, its capital stock of
any class, except as provided herein; (ii) acquire (by merger, consolidation or
acquisition of stock or assets) any corporation, partnership or other business
organization or division thereof (except an existing wholly-owned subsidiary) or
any material amount of assets; (iii) incur or guarantee any indebtedness for
borrowed money or refinance any such indebtedness or issue or sell any debt
securities; (iv) enter into or modify any material contract, lease, agreement or
commitment, or permit or perform any act that would cause a material breach of
any such contract, lease, agreement or commitment; (v) make any loans, advances
or capital contributions to or investments in, any other person; or (vi) violate
or fail to perform in any material respect any obligation imposed upon the
Company or any of its subsidiaries by any applicable laws, orders, decrees,
ordinances, government rules or regulations.
SECTION 4.02. Further Assurances. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use its reasonable best
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable to consummate and make effective
as promptly as practicable the transactions contemplated by this Agreement, the
Ancillary Agreements and the Merger Agreement, including, without limitation,
using all reasonable efforts to obtain all necessary waivers, consents and
approvals and to effect all necessary registrations and filings. Without
limiting the foregoing, between the date hereof and the Closing Date the Company
shall take such actions as may be necessary to increase its authorized but
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unissued capital stock to allow it to issue the CCW Shares and to allow
Centennial, as the corporation surviving the Merger, to issue the Centennial
Shares and the Note.
V.
CONDITIONS PRECEDENT
SECTION 5.01. Conditions Precedent to the Obligations of the
Purchasers. The obligations of each Purchaser hereunder are subject to the
satisfaction or waiver by such Purchaser, on or before the Closing Date, of the
following conditions:
(a) Representations and Warranties to Be True and Correct. The
representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on the Closing Date, with the same
force and effect as though such representations and warranties had been made on
and as of such date, and the Company shall have so certified to the Purchasers
in writing.
(b) Performance. The Company shall have performed and complied in all
material respects with all agreements and conditions contained herein required
to be performed or complied with by it prior to or on the Closing Date, and the
Company shall have so certified to the Purchasers in writing.
(c) All Proceedings to Be Satisfactory. All corporate and other
proceedings to be taken by the Company and all waivers and consents to be
obtained by the Company in connection with the transactions contemplated hereby
and by the Merger Agreement shall have been taken or obtained by the Company and
all documents incident thereto shall be satisfactory in form and substance to
the Purchasers and their counsel.
(d) Supporting Documents. On or prior to the Closing Date the
Purchasers and their counsel shall have received copies of the following
supporting documents:
(i) copies of (1) the Certificate of Incorporation of the Company
(as the same shall be in effect after giving effect to the Merger),
including all amendments thereto, certified as of a recent date by the
Secretary of State of the State of Delaware, which shall be
substantially in the form of Exhibit D hereto, and (2) a certificate
of said Secretary, dated as of a recent date, as to the due
incorporation and good standing of the Company, and listing all
documents relating to the Company on file with said official; and
(ii) a certificate of the Secretary or an Assistant Secretary of
the Company, dated the Closing Date and certifying (1) that attached
thereto is a true and complete copy of the By-laws of the Company as
in effect on the date of such certification (as the same shall be in
effect after giving effect to the Merger), which shall be
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substantially in the form of Exhibit E hereto; (2) that attached
thereto is a true and complete copy of resolutions adopted by the
Board of Directors of the Company authorizing the execution, delivery
and performance of this Agreement, the Ancillary Agreements and the
Merger Agreements, the issuance, sale and delivery of the CCW Shares,
the issuance, sale and delivery by Centennial (as the corporation
surviving the Merger) of the Centennial Shares and the Note and the
performance of the transactions contemplated by the Merger Agreement,
and that all such resolutions are still in full force and effect and
are all the resolutions adopted in connection with the transactions
contemplated by this Agreement; (3) that the Certificate of
Incorporation of the Company has not been amended since the date of
the last amendment referred to in the certificate delivered pursuant
to clause (i)(2) above; and (4) as to the incumbency and specimen
signature of each officer of the Company executing this Agreement and
the Ancillary Agreements, the stock certificates representing the CCW
Shares, the Note and the stock certificates representing the
Centennial Shares (on behalf of the corporation surviving the Merger)
and any certificate or instrument furnished pursuant hereto, and a
certification by another officer of the Company as to the incumbency
and signature of the officer signing the certificate referred to in
this paragraph (ii).
All such documents shall be satisfactory in form and substance to the
Purchasers and their counsel.
(e) Opinion of Counsel. The Purchasers shall have received from
Reboul, MacMurray, Hewitt, Maynard & Kristol, counsel for the Company, an
opinion dated the Closing Date, substantially in the form of Exhibit F attached
hereto.
(f) Consents. The Company shall have obtained all consents and made
all filings contemplated by Sections 3.3 and 4.3 of the Merger Agreement.
Without limiting the generality of the foregoing, all applicable waiting periods
under the HSR Act with respect to the transactions contemplated hereby and by
the Merger Agreement shall have expired or been terminated.
(g) Legal Proceedings. No preliminary or permanent injunction or other
order, decree or ruling issued by any court of competent jurisdiction nor any
statute, rule, regulation or order entered, promulgated or enacted by any
governmental, regulatory or administrative agency or authority, or national
securities exchange shall be in effect that would prevent the consummation of
the transactions contemplated by this Agreement or the Merger Agreement.
(h) Ancillary Agreements. Each of the Ancillary Agreements shall have
been executed and delivered by each party thereto, and the same shall be in full
force and effect.
(i) Merger Agreement. The Merger Agreement shall not have been amended
or modified in any significant respect (other than the amendment dated November
29, 1998) without the prior written consent of a majority in interest of each of
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<PAGE>
(i) the WCAS Purchasers and (ii) the Blackstone Purchasers (determined on the
basis of amounts to be invested in the Company pursuant to this Agreement). The
Merger contemplated by the Merger Agreement shall be consummated in accordance
with the terms thereof. If the Company waives any significant condition
precedent to such Merger that is set forth in the Merger Agreement, or if any
Purchaser determines, in its reasonable discretion, that any significant
condition precedent to such Merger is not satisfied, such Purchaser may, at its
option, elect not to purchase the Shares to be acquired by it hereunder.
(j) Other Purchasers. Each of the other Purchasers (other than WCAS CP
III) shall simultaneously purchase and pay for the CCW Shares to be purchased by
it hereunder, and WCAS CP III shall simultaneously purchase and pay for the Note
and Centennial Shares to be purchased by it hereunder.
(k) Financing. The Financing (as defined in the Merger Agreement)
shall have been consummated on terms no more onerous to the Company in any
material respect than those set forth in the Financing Documents (as defined in
the Merger Agreement) previously provided to the WCAS Purchasers and the
Blackstone Purchasers, as such Financing Documents may be amended without the
consent of Centennial pursuant to Section 4.9 of the Merger Agreement.
SECTION 5.02. Conditions Precedent to the Obligations of the Company.
The obligations of the Company hereunder are, at its option, subject to the
satisfaction, on or before the Closing Date, of the following conditions:
(a) Representations and Warranties to Be True and Correct. The
representations and warranties of the Purchasers contained in this Agreement
shall be true and correct in all material respects on the Closing Date, with the
same effect as though such representations and warranties had been made on and
as of such date.
(b) Performance. The Purchasers shall have performed and complied in
all material respects with all agreements and conditions contained herein
required to be performed or complied with by them prior to or on the Closing
Date.
(c) All Proceedings to Be Satisfactory. All proceedings to be taken by
the Purchasers and all waivers and consents to be obtained by the Purchasers in
connection with the transactions contemplated hereby shall have been taken or
obtained by the Purchasers and all documents incident thereto shall be
satisfactory in form and substance to the Company and its counsel.
(d) Consents. All applicable waiting periods under the HSR Act with
respect to the transactions contemplated hereby and by the Merger Agreement
shall have expired or been terminated.
11
<PAGE>
(e) Legal Proceedings. No preliminary or permanent injunction or other
order, decree or ruling issued by any court of competent jurisdiction nor any
statute, rule, regulation or order entered, promulgated or enacted by any
governmental, regulatory or administrative agency or authority, or national
securities exchange shall be in effect that would prevent the consummation of
the transactions contemplated by this Agreement or the Merger Agreement.
(f) Ancillary Agreements. Each of the Ancillary Agreements shall have
been executed and delivered by each party thereto, and the same shall be in full
force and effect.
(g) Merger Agreement. The Merger contemplated by the Merger Agreement
shall have been consummated in accordance with the terms thereof.
VI.
TERMINATION
SECTION 6.01. Termination by the Parties. This Agreement may be
terminated and the transactions contemplated hereby may be abandoned at any time
prior to the Closing Date:
(a) by mutual consent of the Purchasers and the Company; or
(b) by the Company or by a majority in interest of the WCAS Purchasers
or the Blackstone Purchasers (determined on the basis of amounts to be invested
in the Company pursuant to this Agreement), if the transactions contemplated
hereby have not been consummated before March 31, 1999, unless the failure to
consummate such transactions results from a breach of any representation,
warranty or covenant of the party seeking to terminate this Agreement; provided,
however, that no party may terminate this Agreement pursuant to this Section
6.01(b) on or before April 30, 1999 if the conditions to the Company's
obligations to consummate the transactions contemplated under the Merger
Agreement have not been satisfied on account of the failure to receive the FCC
Transfer Approvals (as defined in the Merger Agreement); or
(c) automatically upon the termination of the Merger Agreement in
accordance with the terms thereof;
provided that the provisions of Article VII shall survive any such termination.
SECTION 6.02. Effect of Termination. In the event of the termination
of this Agreement and the abandonment of the transactions contemplated hereby
pursuant to this Article VI, this Agreement shall thereafter become void and
have no effect, and no party hereto shall have any liability to any other party
hereto, except as provided in Section 7.01 hereof and except that nothing shall
relieve any party from liability for any breach of this Agreement.
12
<PAGE>
VII.
MISCELLANEOUS
SECTION 7.01. Expenses, Etc.
(a) In the event that the transactions contemplated hereby are
consummated, the Company shall reimburse the Purchasers or pay on their behalf
(i) all "Out-of-Pocket Expenses" (as defined herein) and (ii) a fee to Signal
Capital Partners, L.L.C., of $4,000,000.
(b) On the Closing Date, the Company shall pay transaction fees of (i)
$10,677,485 to WCA Management Corporation ("WCA Management") and (ii) $3,322,515
to Blackstone Management Partners III L.L.C. ("Blackstone Management"), by wire
transfer of immediately available funds to the respective accounts designated by
them.
(c) If the transactions contemplated by the Merger Agreement are not
consummated, the Company shall be obligated to reimburse all Out-of-Pocket
Expenses and shall apply all funds available to it, including by way of any
reimbursement payments and break-up fees from, and any claims therefor or other
claims against, Centennial and its affiliates, and also including any of the
funds in the Initial Escrow and Pledge Account not required to be used to redeem
Notes pursuant to, and as such terms are defined in, the Escrow Agreement (as
defined below) (all such available funds, "Company Funds") to such
reimbursements. If the Company Funds are not sufficient to permit the Company to
reimburse all Out-of-Pocket Expenses, then the Company shall apply any Company
Funds received (i) first, to reimburse the WCAS Purchasers for the "Escrow
Payment" (as defined herein) and (ii) second, to reimburse all other Out-of-
Pocket Expenses pro rata in accordance with the amounts of such Out-of-Pocket
Expenses. The Blackstone Purchasers, severally in accordance with the
"Blackstone Funding Percentages" set forth on Schedule II and not jointly,
hereby agree, following the redemption, if any, of the Notes contemplated by
Section 4.4 of the Escrow Agreement (the "Notes Redemption"), to reimburse the
WCAS Purchasers for an aggregate of 32.5% of the balance of the Escrow Payment
not so reimbursed by the Company. All other Out-of-Pocket Expenses not so
reimbursed by the Company shall be aggregated; the WCAS Purchasers shall pay
76.3% of such aggregate amount and the Blackstone Purchasers shall pay 23.7% of
such aggregate amount, giving credit in each case for payments by any of them
previously made in respect of such Out-of-Pocket Expenses. It is understood that
any amounts reimbursed by the WCAS Purchasers or the Blackstone Purchasers
pursuant to this paragraph (c) shall be considered Out-of-Pocket Expenses of the
WCAS Purchasers or the Blackstone Purchasers, as the case may be, and shall be
subject to reimbursement from the Company pursuant to the provisions hereof
regardless of any termination of this Agreement.
(d) If the transactions contemplated by the Merger Agreement are not
consummated and the Company receives Company Funds in an amount sufficient to
permit the Company to reimburse all Out-of-Pocket Expenses, the Company shall
reimburse all Out-of-Pocket Expenses. To the extent the Company Funds exceed the
total amount of Out-of-Pocket Expenses, the Company shall pay (A) 76.3% of such
excess to or as directed by WCA Management and (B) 23.7% of such excess to or as
directed by Blackstone Management.
(e) For purposes of this Section 7.01:
"Escrow Payment" means a payment by certain of the WCAS
Purchasers of $25 million pursuant to the Pledge and Escrow Agreement,
dated as of December 14, 1998 (the "Escrow Agreement"), among
Centennial Finance Corp., Centennial Cellular Operating Co. LLC and
the Trustee named therein; and
"Out-of-Pocket Expenses" means any and all reasonable fees and
expenses in curred by the Purchasers, WCA Management, Blackstone
Management and their respective affiliates in connection with due
diligence activities regarding Centennial, the negotiation and
preparation of this Agreement and the related documents and agreements
contemplated hereby and the consummation of the transactions
contemplated hereby and by the Merger Agreement, including (without
limitation) (i) all actual out-of-pocket expenses of the Purchasers,
WCA Management, Blackstone Management and their respective affiliates,
including reasonable fees and expenses of attorneys and accountants;
(ii) the Escrow Payment; (iii) any salary, benefits, bonuses or other
compensation of any sort paid by any WCAS Purchaser or WCA Management
to any of Michael J. Small, Peter W. Chehayl and/or Edward G. Owen in
their respective capacities as officers, employees or agents of the
Company or Centennial prior to the Closing Date; and (iv) any
financing fees, termination payments, prepayment premiums and other
fees and expenses paid or payable by any of the Purchasers, WCA
Management and Blackstone Management in terminating any financing
arrangements and otherwise discontinuing their respective actions to
consummate the transactions contemplated hereby and by the Merger
Agreement.
(f) The WCAS Purchasers, WCA Management, the Company and their
affiliates (the "Controlling Parties") shall, in good faith and on a timely
basis, consult with the Blackstone Purchasers or their affiliates with respect
to all actions determined to be taken or not to be taken by the Controlling
Parties in connection with the Merger, the Merger Agreement, the Escrow
Agreement, and all related documents and transactions to the extent such actions
and/or inaction, individually or in the aggregate, would affect the likelihood
of a Notes Redemption; provided, however, that any such actions or inactions
shall be at the sole discretion of the Controlling Parties.
SECTION 7.02. Survival of Agreements. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the issuance, sale and delivery of the Securities
pursuant hereto, notwithstanding any investigation made at any time by or on
behalf of any party hereto. All statements contained in any certificate or other
instrument delivered by the Company hereunder shall be deemed to constitute
representations and warranties made by the Company.
13
<PAGE>
SECTION 7.03. Parties in Interest. All covenants and agreements
contained in this Agreement by or on behalf of any party hereto shall bind and
inure to the benefit of the respective successors and assigns of such party
hereto whether so expressed or not. Without limiting the foregoing, upon the
consummation of the Merger, the corporation that survives the Merger shall
succeed to all obligations of the Company set forth herein and, immediately
following the Merger, shall execute and deliver to each Purchaser a supplement
hereto in form and substance reasonably acceptable to each Purchaser
acknowledging that it is bound by all such obligations of the Company.
SECTION 7.04. Notices. Any notice or other communications required or
permitted hereunder shall be deemed to be sufficient if contained in a written
instrument delivered in person or duly sent by first class certified mail,
postage prepaid, by nationally recognized overnight courier, or by telecopy
addressed to such party at the address or telecopy number set forth below or
such other address or telecopy number as may hereafter be designated in writing
by the addressee to the addressor listing all parties:
if to the Company, to:
CCW Acquisition Corp.
1305 Campus Parkway
Neptune, New Jersey 07753
Telecopy Number: (732) 919-1022
Attention: President;
with a copy to:
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, New York 10111
Telecopy Number: (212) 841-5725
Attention: Robert A. Schwed, Esq.;
if to any Purchaser, to it at its address set forth on Schedule I,
Schedule II, Schedule III or Schedule IV hereto, as the case may be;
or, in any case, at such other address or addresses as shall have been furnished
in writing by such party to the other parties hereto. All such notices,
requests, consents and other communications shall be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of mailing, on the fifth business day following the date of such
mailing, (c) in the case of delivery by overnight courier, on the business day
following the date of delivery to such courier, and (d) in the case of telecopy,
when received.
14
<PAGE>
SECTION 7.05. Entire Agreement; Assignment. This Agreement (including
the Schedules and Exhibits hereto) constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and may not be amended or modified except in a writing
signed by the Company and a majority in interest (determined on the basis of
amounts to be invested in the Company pursuant to this Agreement) of each of the
WCAS Purchasers, the Blackstone Purchasers, the Signal Purchasers and the
Management Purchasers. Any waiver of any provision of this Agreement must be in
a writing signed by the party against whom enforcement of such waiver is sought.
Except as contemplated by the last sentence of Section 7.03 hereof, this
Agreement shall not be assigned by operation of law or otherwise without the
consent of the other parties hereto.
SECTION 7.06. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 7.07. Headings. Headings and section reference numbers in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
SECTION 7.08. Severability. In the event that any one or more of the
provisions set forth herein shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.
SECTION 7.09. No Third Party Beneficiaries. Except as contemplated by
Section 7.01, this Agreement is not intended to confer any rights or remedies
upon any person other than the parties hereto.
SECTION 7.10. Specific Performance. Each party hereto agrees that a
remedy at law for any breach or threatened breach by such party of this
Agreement would be inadequate and therefore agrees that any other party hereto
shall be entitled to specific performance of this Agreement in addition to any
other available rights and remedies in case of any such breach or threatened
breach.
SECTION 7.11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
15
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchasers have executed this
Agreement as of the day and year first above written.
CCW ACQUISITION CORP.
By /s/ Anthony J. de Nicola
Name: Anthony J. de Nicola
Title: Vice President and Treasurer
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By WCAS VII Partners, L.P., General Partner
By /s/ Anthony J. de Nicola
General Partner
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By WCAS VIII Associates, L.L.C., General Partner
By /s/ Anthony J. de Nicola
Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C., General Partner
By /s/ Anthony J. de Nicola
Managing Member
WCAS INFORMATION PARTNERS, L.P.
By
General Partner
16
<PAGE>
Patrick J. Welsh
Russell L. Carson
Bruce K. Anderson
Andrew M. Paul
Thomas E. McInerney
Laura M. VanBuren
Robert A. Minicucci
Anthony J. de Nicola
Paul B. Queally
Lawrence B. Sorrel
Priscilla A. Newman
Rudolph E. Rupert
D. Scott Mackesy
By /s/ Laura VanBuren
Laura M. VanBuren
Individually and
as Attorney-in-Fact
17
<PAGE>
WCA MANAGEMENT CORPORATION
By: /s/Patrick J. Welsh
Name: Patrick J. Welsh
Title: President
KRISTIN M. ANDERSON TRUST
By: /s/Patrick J. Welsh
Trustee
MARK S. ANDERSON TRUST
By: /s/Patrick J. Welsh
Trustee
DANIEL B. ANDERSON TRUST
By: /s/Patrick J. Welsh
Trustee
ROBERT W. BAIRD & CO., INC., TRUSTEE F/B/O
MICHAEL J. SMALL ROLLOVER IRA
By: /s/ Michael J. Small
Title:
18
<PAGE>
BLACKSTONE CCC CAPITAL PARTNERS L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By /s/ Stephen A. Schwarzman
Name: Stephen A. Schwarzman
Title: President & CEO
BLACKSTONE CCC OFFSHORE CAPITAL
PARTNERS L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By /s/ Stephen A. Schwarzman
Name: Stephen A. Schwarzman
Title: President & CEO
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP III L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By /s/ Stephen A. Schwarzman
Name: Stephen A. Schwarzman
Title: President & CEO
19
<PAGE>
SIGNAL/CENTENNIAL PARTNERS, L.L.C.
By: Signal/Centennial Associates, LLC
By: Signal Partners, LLC
By /s/ Alfred J. Puchala
Managing Member
/s/ Michael J. Small
Michael J. Small
/s/ Peter W. Chehayl
Peter W. Chehayl
/s/ Edward G. Owen
Edward G. Owen
20
<PAGE>
SCHEDULE I
WCAS Purchasers
Number of Shares Aggregate
Name and Address of Purchaser of Common Stock Purchase Price
Welsh, Carson, Anderson & Stowe VII, L.P. 648,117 $28,500,000
Welsh, Carson, Anderson & Stowe VIII, L.P. 4,791,333 $210,691,735
WCAS Information Partners, L.P 22,741 $1,000,000
WCAS Capital Partners III, L.P. 542,169 See Section 1.02
WCA Management Corporation 56,852 $2,500,000
Patrick J. Welsh 51,776 $2,276,751
Russell L. Carson 51,776 $2,276,751
Bruce K. Anderson 48,364 $2,126,751
Kristin M. Anderson Trust 1,137 $50,000
Mark S. Anderson Trust 1,137 $50,000
Daniel B. Anderson Trust 1,137 $50,000
Thomas E. McInerney 51,776 $2,276,751
Andrew M. Paul 39,448 $1,734,667
Robert A. Minicucci 20,012 $880,000
Anthony J. de Nicola 4,548 $200,000
Paul B. Queally 4,207 $185,000
Lawrence B. Sorrel 4,548 $200,000
Rudolph E. Rupert 4,548 $200,000
D. Scott Mackesy 1,137 $50,000
Priscilla A. Newman 1,478 $65,000
Laura M. VanBuren 455 $20,000
TOTAL: 6,348,696 $255,333,406
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue, Suite 2500
New York, New York 10022
Telecopy: (212) 893-9575
Attention: Thomas E. McInerney
<PAGE>
SCHEDULE II
Blackstone Purchasers
<TABLE>
<CAPTION>
Blackstone
Number of Shares Aggregate Funding
Name and Address of Purchaser of Common Stock Purchase Price Percentages
<S> <C> <C> <C>
Blackstone CCC Capital Partners L.P. 2,490,358 $109,509,775 79.5584%
Blackstone CCC Offshore Capital
Partners L.P. 452,055 $ 19,878,444 14.4416%
Blackstone Family Investment
Partnership III L.P. 187,814 $ 8,258,840 6.0000%
TOTAL 3,130,227 $137,647,059 100.00%
c/o The Blackstone Group
345 Park Avenue
New York, New York 10154
Attn: Mark T. Gallogly
Telecopy: 212-754-8704
with a copy to:
Robert L. Friedman
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telecopy: 212-455-2502
</TABLE>
<PAGE>
SCHEDULE III
Signal Purchasers
Number of Shares Aggregate
Name and Address of Purchaser of Common Stock Purchase Price
Signal/Centennial Partners, L.L.C. 142,131 $6,250,000
10 East 53rd Street
32nd Floor
New York, NY 10022
Telecopy: (212) 253-4235
Attention: Alfred J. Puchala
with a copy to:
O'Sullivan, Graev & Karabell, LLP
30 Rockefeller Plaza
New York, NY 10112
Telecopy: (212) 408-2420
Attention: Phyllis Schwartz, Esq.
<PAGE>
SCHEDULE IV
Management Purchasers
Number of Shares Aggregate
Name and Address of Purchaser of Common Stock Purchase Price
Michael J. Small 6,000 $263,841
Michael J. Small Rollover IRA 4,000 $175,894
Peter W. Chehayl 2,500 $109,934
Edward G. Owen 5,000 $219,867
Total: 17,500 $769,536
c/o Centennial Cellular Corp.
1305 Campus Parkway
Neptune, NJ 07753
<PAGE>
SCHEDULE 2.08
Investment Interests
Markets Total POPs Ownership Net POPs
Sacramento Valley Cluster
(7 MSAs; 3 RSAs) 3,598,000 23.5% 844,000
San Francisco Bay Area Cluster (6 MSAs) 7,041,000 2.9% 202,000
Lawrence, Pennsylvania 382,000 14.3% 55,000
Del Norte, California 213,000 6.9% 15,000
Modoc, California 63,000 25.0% 16,000
Lake Charles, Louisiana* 176,000 25.1% 44,000
---------- ---------
Total Investment Interests 11,473,000 1,176,000
========== =========
- -------------------------------
*Indicates systems that are in MSAs; all other systems are in RSAs.
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of January 7, 1999, by and among CCW
ACQUISITION CORP., a Delaware corporation (the "Company"), the several persons
named in Schedule I hereto (each a "WCAS Purchaser" and collectively the "WCAS
Purchasers"), the several persons named in Schedule II hereto (each a
"Blackstone Purchaser" and collectively the "Blackstone Purchasers"), the
several persons named in Schedule III hereto (each a "Signal Purchaser" and
collectively the "Signal Purchasers") and the several persons named in Schedule
IV hereto (each a "Management Purchaser" and collectively the "Management
Purchasers"). The WCAS Purchasers, the Blackstone Purchasers, the Signal
Purchasers and the Management Purchasers are herein sometimes referred to
collectively as the "Stockholders."
WHEREAS, the Company and the Stockholders have entered into a
Securities Purchase Agreement, dated as of December 29, 1998 (the "Purchase
Agreement"), pursuant to which (i) the Company (on behalf of itself and
Centennial Cellular Corp. ("Centennial"), the corporation that will survive the
"Merger" referred to in Section 21 hereof) has agreed to sell to the
Stockholders an aggregate 9,638,554 shares of Class A Common Stock, $.01 par
value ("Common Stock"), of the Company, and (ii) Centennial will issue to one of
the Stockholders a Senior Subordinated Note of the Company due 2009, in the
principal amount of $180,000,000 (the "Note");
WHEREAS, upon the consummation of all the transactions contemplated by
the Purchase Agreement and the "Merger Agreement" (as defined in Section 7
hereof), each Stockholder will own the number of shares of Common Stock of the
Company appearing opposite the name of such Stockholder on Schedule I, Schedule
II, Schedule III or Schedule IV hereto, as the case may be; and
WHEREAS, the Company and each of the Stockholders desire to make
certain arrangements among themselves with respect to the governance of the
Company and the other matters set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto hereby agree as
follows:
SECTION 1. Voting Agreement.
(a) From and after the Closing Date (as defined in the Purchase
Agreement), at each annual or special stockholders meeting called for the
election of directors, and whenever the stockholders of the Company act by
written consent with respect to the election of directors, each Stockholder
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<PAGE>
agrees to vote or otherwise give such Stockholder's consent in respect of all
shares of capital stock of the Company (whether now or hereafter acquired) owned
by such Stockholder, and take all other appropriate action, and the Company
shall take all necessary and desirable actions within its control, in order to
cause:
(i) the authorized number of directors on the Board of Directors
of the Company (the "Board") to be established at nine;
(ii) the election to the Board of:
a) three directors designated by the holders of a majority
of the Common Stock then held by all WCAS Purchasers (the "WCAS
Designees") so long as the WCAS Purchasers own (in the aggregate)
not less than 25% of the shares of Common Stock owned by them on
the date hereof, which directors will initially be Thomas E.
McInerney, Anthony J. de Nicola and Rudolph E. Rupert;
b) two directors designated by the holders of a majority of
the Common Stock then held by all Blackstone Purchasers (the
"Blackstone Designees") so long as the Blackstone Purchasers own
(in the aggregate) not less than 25% of the shares of Common
Stock owned by them on the date hereof, which directors will
initially be Mark T. Gallogly and Lawrence H. Guffey; and
c) the Chief Executive Officer and the Chief Operation
Officer of the Company (initially Michael J. Small and Rudy J.
Graf, respectively);
all of which persons shall hold office, subject to their earlier
removal in accordance with clause (iii) below, the By-laws of the
Company and applicable corporate law, until their respective
successors shall have been elected and shall have qualified;
(iii) the removal from the Board (with or without cause) of any
director elected in accordance with subpart a) or b) of clause (ii)
above upon the written request of the Stockholders that designated
such director;
(iv) upon any vacancy in the Board as a result of any individual
designated as provided in clause (ii) above ceasing to be a member of
the Board, whether by resignation or otherwise, the election to the
Board as promptly as possible of an individual designated by the
Stockholders that designated such individual (or, in the case of a
director specified in subpart c) of clause (ii) above, an individual
meeting such qualifications); and
(v) their respective designees to the Board of Directors of the
Company to elect Thomas E. McInerney (or such other person as may be
designated by the WCAS Purchasers) as Chairman of the Board of
Directors.
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<PAGE>
(b) The two directors not designated pursuant to clause (ii) of
paragraph (a) above shall be directors (the "Outside Directors") that shall be
elected by the stockholders of the Company. In any such election, the
Stockholders shall vote their shares only for 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
Nasdaq National Market companies as in effect on the date hereof and satisfy any
other requirements under applicable law or the rules of any exchange or
quotation system on which the Common Stock is then listed or traded.
(c) Each Stockholder agrees to use its best efforts to cause its
designees to the Board to vote or otherwise give such Director's consent to the
creation and maintenance of:
(i) a Compensation Committee of the Board consisting of three
directors, two of whom shall be WCAS Designees, if any then exist, and the
third of whom shall be a Blackstone Designee, if any then exist, which
Compensation Committee shall approve all grants of stock options to
employees of the Company, all increases in compensation of officers of the
Company, all annual bonuses granted to officers of the Company and all
other employee benefits (including, without limitation, vacation policy,
benefit plans, company automobiles and insurance) granted to officers of
the Company, and shall have such other duties and responsibilities as the
Board of Directors may from time to time determine;
(ii) an Audit Committee of the Board of Directors, consisting of three
directors, one of whom shall be a WCAS Designee, if any then exist, one of
whom shall be a Blackstone Designee, if any then exist, and one of whom
shall be an Outside Director, which Audit Committee shall review and
approve the financial statements of the Company as audited by the Company's
independent certified public accountants, and shall have such other duties
and responsibilities as the Board of Directors may from time to time deter-
mine; and
(iii) such other committees as the Board shall from time to time deem
appropriate, consisting of at least two directors, at least one of whom
shall be a WCAS Designee, if any then exist, and at least one of whom shall
be a Blackstone Designee, if any then exist, which committees shall have
such duties and responsibilities as the Board may from time to time
determine.
To the extent there are no WCAS Designees or Blackstone Designees, the
committee seats allocated to them above shall be filled as the Board shall
determine.
(d) No Stockholder shall grant any proxy or enter into or agree to be
bound by any voting trust with respect to Common Stock held by it, nor shall any
Stockholder enter into any stockholder agreement or arrangement of any kind with
respect to Common Stock held by it, which conflicts or is inconsistent in any
manner with the provisions of this Agreement.
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SECTION 2. Restrictions on Transfers by Management Purchasers. In
addition to the other restrictions set forth herein, each Management Purchaser
hereby agrees that such Management Purchaser shall not sell or in any other way,
directly or indirectly, transfer, assign, distribute or otherwise dispose of any
shares of capital stock (whether now owned or hereafter acquired) then held by
such Management Purchaser except:
(i) any transfer made with the prior written consent of the holders of
a majority in interest of the shares of Common Stock then held by the WCAS
Purchasers;
(ii) any transfer by such Management Purchaser to the spouse or lineal
descendants of such Management Purchaser, including without limitation any
transfer by bequest or devise, or to a trust or trusts for the benefit of
such Management Purchaser or any of the foregoing;
(iii) any transfer of shares of capital stock that are the subject of
an effective registration statement under the Securities Act of 1933, as
amended (the "Securities Act"); or
(iv) any transfer of shares of capital stock pursuant to Section 3 or
4 hereof;
provided, in the case of a transfer pursuant to clause (i) or (ii) above, that
any such transferee that is not already a party to this Agreement shall agree in
writing to be bound by, and to comply with, all provisions of this Agreement as
though such transferee were a Management Purchaser.
SECTION 3. Tag-Along Rights.
(a) Subject to the provisions of paragraph (d) below, if a WCAS
Purchaser or group of WCAS Purchasers (for purposes of this Section 3, a
"Selling Stockholder") wishes to directly or indirectly sell, transfer or
otherwise dispose of all or any portion of the Common Stock held by him, her or
it at any time, then such Selling Stockholder shall promptly deliver a notice
(an "Offering Notice") to the Company in writing of the proposed transfer,
specifying the number of such shares of Common Stock to be transferred by such
Selling Stockholder (such specified shares, the "Offered Shares"), the name of
the proposed purchaser or purchasers, the proposed purchase price per share, the
proposed date of transfer, the payment terms and all other material terms and
conditions thereof. In the event that the terms and/or conditions set forth in
the Offering Notice are thereafter amended in any respect, the Selling
Stockholder shall also give written notice (an "Amended Notice") of the amended
terms and conditions of the proposed transaction to the Company. Upon its
receipt of any Offering Notice or Amended Notice, the Company shall promptly,
but in all events within three (3) business days of its receipt thereof, forward
copies thereof to each of the Blackstone Purchasers, Signal Purchasers and
Management Purchasers (collectively, the "Other Stockholders"). The Selling
Stockholder shall provide such additional information with respect to the
proposed transfer as may be reasonably requested by the Company or the Other
Stockholders.
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(b) Each Other Stockholder shall have the right and option,
exercisable upon written notice to the Company and the Selling Stockholder
within 15 days after receipt by such Other Stockholder of the Offering Notice,
or, if later, within 7 days after receipt by such Other Stockholder of the most
recent Amended Notice, to participate in the proposed transfer of shares by the
Selling Stockholder to the proposed purchaser on the same terms and conditions
as the Selling Stockholder (such participation right being hereinafter referred
to as a "tag-along" right); provided that no Other Stockholder shall be required
to make any representations or warranties or covenants, or bear any liability,
with respect to any other Stockholder or with respect to the Company or the
Company's business other than such Other Stockholder's pro rata share (based on
the number of shares of Common Stock to be transferred) of any indemnity
obligations for representations and warranties regarding the Company or its
business. Each Other Stockholder may participate in such transfer with respect
to all or any part of that number of shares of Common Stock which is equal to
the product obtained by multiplying (i) the number of Offered Shares by (ii) a
fraction, the numerator of which is the number of shares of Common Stock at the
time owned by such Other Stockholder and the denominator of which is the
aggregate number of shares of Common Stock then owned by the Stockholders. Any
Other Stockholders that have not notified the Selling Stockholder and the
Company of their intent to exercise their tag-along rights within 7 days after
receipt of an Amended Notice shall be deemed to have elected not to exercise
such rights with respect to the transaction contemplated by such Amended Notice
(regardless of their election pursuant to the Offering Notice or any prior
Amended Notice relating to such transaction), but only if such Amended Notice
sets forth the provisions of this sentence.
(c) Any Other Stockholder participating in the proposed disposition
shall deliver to the Company, as agent for such Other Stockholder, for transfer
to the proposed acquiror one or more certificates, properly endorsed for
transfer and with all stock transfer taxes paid and stamps affixed, which
represent the number of shares of Common Stock that such Other Stockholder
elects to dispose of pursuant to paragraph (b) above. The consummation of such
proposed disposition shall be subject to the sole discretion of the Selling
Stockholder, who shall have no liability or obligation whatsoever to any Other
Stockholder participating therein other than to obtain for such Other
Stockholder the same terms and conditions as those set forth in the Offering
Notice (or most recent Amended Notice, as the case may be). Upon the
consummation of any such sale, the Company (i) shall transfer to the acquiror a
stock certificate or certificates representing the number of shares of Common
Stock to be disposed of by any Other Stockholders and (ii) shall promptly
thereafter remit to each Other Stockholder (i) that portion of the proceeds of
the disposition to which such Other Stockholder is entitled by reason of such
participation and (ii) a stock certificate representing any balance of shares of
Common Stock that were not so disposed of (or all shares of Common Stock, in the
event the proposed disposition is not consummated).
(d) Anything to the contrary herein notwithstanding, the provisions of
this Section 3 shall not apply to (i) any transfer by a WCAS Purchaser to any
other WCAS Purchasers or affiliates thereof, (ii) any distribution or transfer
by any WCAS Purchaser that is a limited partnership to its limited partners or
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(iii) in the case of a WCAS Purchaser who is an individual, transfer by such
WCAS Purchaser to the spouse or lineal descendants of such WCAS Purchaser,
including, without limitation, transfer by bequest or devise, or to a trust or
trusts for the benefit of such WCAS Purchaser or any of the foregoing; provided
that in the case of a transfer pursuant to clause (i) or (iii) above, such
transferee agrees in writing to be bound by this Agreement as though such
transferee were a WCAS Purchaser.
(e) Each WCAS Purchaser, severally and not jointly, represents and
warrants to the Signal Purchasers that as of the date hereof there is no
contract, commitment or understanding between such person and any Blackstone
Purchaser with respect to "tag-along" or similar rights relating to shares of
capital stock of the Company, other than this Agreement. Each Blackstone
Purchaser, severally and not jointly, represents and warrants to the Signal
Purchasers that as of the date hereof there is no contract, commitment or
understanding between such person and any WCAS Purchaser with respect to
"tag-along" or similar rights relating to shares of capital stock of the
Company, other than this Agreement.
SECTION 4. Drag-Along Rights. In the event that any of the WCAS
Purchasers or the Company receives a bona fide offer from a third party not
affiliated with any WCAS Purchaser to purchase at least 80% of the outstanding
shares of capital stock of the Company and a majority in interest of the WCAS
Purchasers desires to accept such offer, and so long as the WCAS Purchasers
collectively own a greater number of outstanding shares of Common Stock than the
Blackstone Purchasers, such WCAS Purchasers shall have the right to require all
(but not less than all) of the Stockholders to sell all (or such lesser
percentage as may be necessary to achieve recapitalization accounting treatment,
but in no event less than 80%) of the shares of capital stock (together with any
options or warrants to acquire capital stock) then held by them (including all
or the same percent of all shares, options and warrants held by such WCAS
Purchasers) on the following terms:
(i) such sale shall only be a sale for cash or marketable securities
and all expenses of the transaction, including, without limitation, legal,
accounting and investment banking fees and expenses, shall be borne by the
Company (for purposes of this paragraph, "marketable securities" shall mean
securities which are debt or equity securities that are actively traded on
a national securities exchange located in the United States or on Nasdaq
that are part of an issue with a public capitalization in excess of $100
million and that may be freely traded without limitation as to volume on
such exchange or Nasdaq immediately following receipt thereof or at any
time thereafter by each Stockholder);
(ii) the proceeds from such sale (and, in the case of a sale of less
than all of the outstanding shares of Common Stock of the Company, the
number of shares to be sold by each Stockholder) shall be allocated among
the Stockholders on a pro rata basis, based on the number of shares of
Common Stock (treating all "in the money" options and warrants as the
number of shares of Common Stock issuable upon the exercise thereof, less
such number of shares of Common Stock the aggregate fair market value of
which (based on the value attributed in such sale) would be required to pay
the aggregate exercise price therefor, and treating any shares of
convertible preferred stock or debt of the Company on an "as-converted"
basis) then held by each Stockholder;
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(iii) not less than 20 days prior to the closing date of such sale,
such WCAS Purchasers shall notify each of the other Stockholders in writing
of such sale, the terms thereof and the closing date thereof, and shall
provide additional written notification promptly upon any amendment or
modification to any thereof, all of which terms shall apply equally to all
Stockholders except that no Other Stockholder shall be required to make any
representations, warranties or covenants, or bear any liability, with
respect to the Company or the Company's business or with respect to any
other Stockholder;
(iv) at the closing of such sale, each of the Stockholders shall
deliver certificates evidencing the Common Stock, options and warrants
then held by it and to be sold in such sale, duly endorsed for transfer or
accompanied by stock powers executed in blank, against payment of the
purchase price therefor by wire transfer to the account or accounts
specified by such Stockholder; and
(v) the Other Stockholders shall not be obligated to participate in
such sale if all of the WCAS Purchasers shall not have concurrently sold
all or the same percentage of their shares of Common Stock, options and/or
warrants to be sold by them in connection with such sale.
SECTION 5. Preemptive Rights.
(a) The Company hereby grants to each Stockholder the right to
purchase such Stockholder's Proportionate Percentage (as hereinafter defined) of
any future Eligible Offering (as hereinafter defined). For the purposes of this
Section 5, the following terms shall have the meanings set forth below:
"Proportionate Percentage" means, with respect to any Stockholder as
of any date, the result (expressed as a percentage) obtained by dividing
(i) the number of shares of Common Stock owned by such Stockholder as of
such date by (ii) the total number of shares of Common Stock outstanding as
of such date.
"Eligible Offering" means an offer by the Company to sell to any
person or persons (including any of the Stockholders) for cash, cash
equivalents or indebtedness any equity securities of the Company, or any
security convertible into or exchangeable for, or carrying rights or
options to purchase, equity securities of the Company, other than an
offering by the Company:
(i) of shares of Common Stock or options to purchase shares of
Common Stock in connection with or pursuant to any stock option or
stock purchase plan approved by the Board of Directors of the Company
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to full-time employees, officers, directors, consultants and/or
advisors to the Company or its subsidiaries;
(ii) in a public offering (a "Public Offering") registered under
the Securities Act.
(b) The Company shall, before issuing any securities pursuant to an
Eligible Offering, give written notice thereof to each Stockholder. Such notice
shall specify the security or securities the Company proposes to issue, the
proposed date of issuance, the consideration that the Company intends to receive
therefor and all other material terms and conditions of such proposed issuance.
For a period of 15 days following the date of such notice, each Stockholder
shall be entitled, by written notice to the Company, to elect to purchase all or
any part of such Stockholder's Proportionate Percentage of the securities being
sold in the Eligible Offering; provided, however, that if two or more securities
shall be proposed to be sold as a "unit" in an Eligible Offering, any such
election must relate to such unit of securities. To the extent that elections
pursuant to this Section 5(b) shall not be made with respect to any securities
included in an Eligible Offering within such 15-day period, then the Company may
issue such securities, but only for consideration not less than, and otherwise
on no less favorable terms to the Company than, those set forth in the Company's
notice and only within 60 days after the end of such 15-day period. In the event
that any such offer is accepted by a Stockholder or Stockholders, the Company
shall sell to such Stockholder or Stockholders, and such Stockholder or
Stockholders shall purchase from the Company, for the consideration and on the
terms set forth in the notice as aforesaid, the securities that such Stockholder
or Stockholders shall have elected to purchase.
SECTION 6. Right of First Offer.
(a) If any Blackstone Purchaser (for purposes of this Section 6, a
"Seller") desires to sell, exchange or in any other manner dispose of (other
than in a manner permitted by Section 6(d) hereof) any shares of capital stock
of the Company held by it, then such Seller shall give to the Company a written
notice (a "Notice of Desire to Sell") which shall set forth in reasonable detail
the class and number of shares of capital stock which it desires to sell and
may, if the Seller so chooses to specify, set forth any other terms and
conditions of the desired disposition. The Company shall deliver such Notice of
Desire to Sell to each of the WCAS Purchasers promptly upon receipt thereof. A
Seller may deliver a Notice of Desire to Sell whether or not such Seller has
received an offer from a third party to purchase such shares of capital stock.
(b) The WCAS Purchasers shall have the right, exercisable upon written
notice to the Seller within 15 days after receipt of any Notice of Desire to
Sell (the "Offer Notice"), to offer to purchase any or all shares of capital
stock proposed to be sold by the Seller at a purchase price equal to the
proposed purchase price specified in the Notice of Desire to Sell if so
specified, or as proposed in the Offer Notice if not specified in the Notice of
Desire to Sell, and otherwise on the terms and conditions specified in the
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Notice of Desire to Sell to the extent so specified and any additional terms and
conditions proposed in the Offer Notice (collectively, including with respect to
purchase price, the "Offer Terms"). Each Offer Notice shall state the number of
shares to be purchased by the WCAS Purchasers delivering such Offer Notice (the
"Purchasing Stockholders") and that the Purchasing Stockholders will purchase
such shares within 45 days thereafter (or such longer period as is necessary to
obtain any necessary consents or approvals or to otherwise comply with
applicable law). In the event that more than one WCAS Purchaser exercises its
right to offer to purchase pursuant to this paragraph (b), the allocation among
such WCAS Purchasers of any shares actually sold pursuant to this paragraph (b)
shall be as agreed by such WCAS Purchasers.
(c) If the WCAS Purchasers deliver, within the period specified in
paragraph (b) above, an Offer Notice with respect to capital stock that is the
subject of the Notice of Desire to Sell, the Seller shall be entitled to sell
such capital stock to such Purchasing Stockholders, on the Offer Terms within
the 45-day period specified in paragraph (b) above (or such longer period as is
necessary to obtain any necessary consents or approvals or to otherwise comply
with applicable law). Following the period specified in paragraph (b) above, the
Seller may (subject to any other applicable restrictions hereunder) transfer
such capital stock to any third party; provided that, if an Offer Notice with
respect to all of such shares of capital stock was delivered within the 15 day
period specified in paragraph (b) above, the Seller may not sell such shares to
such third party on material terms which are the same as or more favorable, in
the aggregate, to such third party than the material terms set forth in the
Offer Terms. Any such sale with respect to which definitive documentation is not
entered into within 60 days after the expiration of the period specified in
paragraph (b) above, or which is not consummated within 60 days of the execution
of such definitive documentation (or such longer period as is necessary to
obtain any necessary consents or approvals or to otherwise comply with
applicable law) shall again be subject to the requirements of this Section 6.
(d) Anything herein to the contrary notwithstanding, and subject to
any other applicable restrictions hereunder, no right of first offer hereunder
shall apply with respect to (i) a transfer by a Blackstone Purchaser to an
affiliate of such Blackstone Purchaser; provided, however, that any such
transferee that is not already a party to this Agreement shall agree in writing
to be bound by, and to comply with, all provisions of this Agreement as though
such transferee were a Blackstone Purchaser, (ii) any distribution or transfer
by a Blackstone Purchaser that is a limited partnership to its limited partners,
(iii) any transfer by a Blackstone Purchaser to the public pursuant to an
offering registered under the Securities Act or sold in compliance with Rule 144
under the Securities Act and (iv) any transfer by a Blackstone Purchaser
pursuant to Section 3 or Section 4.
SECTION 7. Restrictions.
(a) While this Agreement is in effect, in addition to any other vote
of stockholders that may be required by law or by the Certificate of
Incorporation of the Company, the Company shall not, without the consent of (i)
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the holders of a majority of the Common Stock then held by all the WCAS
Purchasers and (ii) the holders of a majority of the Common Stock then held by
all the Blackstone Purchasers:
(i) amend, alter or repeal its Certificate of Incorporation or its
By-laws in any manner that adversely affects the respective rights,
preferences or voting power of the Common Stock, or the rights of the
Stockholders hereunder, it being understood that, in the event of any such
amendment or alteration that adversely affects only the Signal Purchasers
and/or the Management Purchasers, such amendment or alteration shall also
require the consent of a majority in interest of the Signal Purchasers
and/or the Management Purchasers, as the case may be; or
(ii) enter into, or permit any of its subsidiaries to enter into, any
transaction with (w) any of its or any subsidiary's officers, directors or
employees; (x) any person related by blood or marriage to any such person;
(y) any entity in which any such person owns any beneficial interest; or
(z) any stockholder of the Company (or any affiliate of any such
stockholder) that owns, either individually or collectively with all
stockholders affiliated with such stockholder, at least 25% of the
outstanding capital stock of the Company; provided, however, that this
clause (ii) shall not apply to (A) normal employment arrangements, benefit
programs and employee incentive option programs on reasonable terms, (B)
any transaction with a director of the Company (or an affiliate of such
director) that is approved by the Board of Directors of the Company in
accordance with the provisions of Section 144(a)(1) of the Delaware General
Corporation Law, (C) customer transactions in the ordinary course of
business, (D) the closing of the transactions contemplated by the Purchase
Agreement and the Agreement and Plan of Merger, dated as of July 2, 1998,
as amended (the "Merger Agreement"), between the Company and Centennial,
and (E) the transactions contemplated by the Registration Rights Agree-
ment, dated as of the date hereof among the parties hereto..
(b) Except as expressly set forth in Section 1 hereof, each
Stockholder agrees not to, and agrees to cause its affiliates not to, directly
or indirectly, alone or in concert with others, without the prior written
consent of the holders of a majority of the shares of Common Stock held by the
WCAS Purchasers, take any of the following actions set forth below:
(i) effect, seek, offer, engage in, propose (whether publicly or
otherwise) or participate in:
a) any acquisition of beneficial ownership of equity or debt
securities of the Company or any of its subsidiaries other than (1)
pursuant to the Purchase Agreement, (2) pursuant to Section 5 hereof,
(3) acquisitions from other Stockholders or (4) any stock dividend,
stock reclassification or other distribution or dividends to the
holders of Common Stock generally;
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b) any tender or exchange offer, merger, consolidation, share ex-
change, business combination, recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction involving
the Company or any material portion of its business or any purchase of
all or any substantial part of the assets of the Company or any
material portion of its business; or
c) any "solicitation" of "proxies" (as such terms are used in the
proxy rules of the Securities and Exchange Commission ("SEC")) without
regard to the exclusion set forth in Section 14a-1(1)(2)(iv) under the
Exchange Act from the definition of "solicitation" with respect to
the Company or any of its affiliates or any action resulting in
Stockholder or any of its affiliates becoming a "participant" in any
"election contest" (as such terms are used in the proxy rules of the
SEC) with respect to the Company or any of its subsidiaries;
(ii) propose any matter for submission to a vote of stockholders of
the Company;
(iii) seek to place a representative on the Company Board, or seek the
removal of (other than for cause or in accordance with Section 1(a)(iii))
any director of the Company; or
(iv) form, join or in any way participate in or assist in the
formation of a group (within the meaning of Section 13(d)(3) of the
Exchange Act) with respect to any Common Stock, other than any such group
consisting exclusively of Stockholders and their affiliates.
SECTION 8. Right and Option to Repurchase Shares of Common Stock From
Management Purchasers Upon Termination of Employment.
(a) In the event that any Management Purchaser ceases to be employed
by the Company or Centennial or any subsidiary thereof on a full-time basis for
any reason (including, without limitation, as a result of his death, disability,
incapacity, retirement, resignation or dismissal with or without "cause" (as
defined below)), the WCAS Purchasers shall have the right and option, but not
the obligation, to purchase from such Management Purchaser (or in the case of
his death, his legal representative), in such proportions as the WCAS Purchasers
shall agree, any or all of the shares of Common Stock purchased by such
Management Purchaser pursuant to the Purchase Agreement (the "Repurchase
Shares"). In the event that the WCAS Purchasers exercise such right and option,
the WCAS Purchasers shall pay to such Management Purchaser as the purchase price
for such Repurchase Shares (the "Purchase Price"), an amount per share equal to
the fair market value thereof as of the date such Management Purchaser ceased to
be so employed by the Company or Centennial or any subsidiary thereof, such
fair market value to be determined in good faith by the Board on a basis
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consistent with the manner of determining the fair market value of the Common
Stock for purposes of offering of the Company's Common Stock to equity investors
(the "Fair Market Value").
(b) The WCAS Purchasers may exercise the right and option described in
Section 8(a) above by giving such Management Purchaser (or in the case of his
death, his legal representative) a written notice of election to purchase at any
time within 60 days after the date such employment ceases, which notice of
election shall specify the number of shares to be purchased by each electing
WCAS Purchaser and the Purchase Price for such shares. The closing for the
purchase by the WCAS Purchasers of Repurchase Shares pursuant to Section 8(a)
will take place at the offices of Welsh, Carson, Anderson & Stowe on the date
specified in the written notice of election with respect to such shares, which
date shall be a business day not later than 60 days (or such longer period as is
necessary to obtain any necessary consents or approvals or to otherwise comply
with applicable law) after the date such notice is given. At such closing, the
Management Purchaser (or in the case of his death, his legal representative)
will deliver such shares, duly endorsed for transfer, against payment in cash of
the Purchase Price thereof.
(c) In the event that the WCAS Purchasers choose not to exercise their
rights and options under Section 8(a) hereof within the 60 day period referred
to in Section 8(b), the Company shall have the right and option, but not the
obligation, to purchase from the Management Purchaser whose employment was
terminated (or in the case of his death, his legal representative) any or all of
the Repurchase Shares. In the event that the Company exercises such right and
option, the purchase price for such shares shall be the Purchase Price
determined in accordance with Section 8(a).
(d) The Company may exercise the right and option described in Section
8(c) above by giving such Management Purchaser (or in the case of his death, his
legal representative) a written notice of election to purchase at any time
within 30 days after the expiration of the 60 day period referred to in Section
8(b) above, which notice of election shall specify the number of Repurchase
Shares to be purchased and the Purchase Price for such shares. The closing for
the purchase by the Company of Repurchase Shares pursuant to Section 8(c) will
take place at the offices of the Company on the date specified in the written
notice of election with respect to such shares, which date shall be a business
day not later than 60 days (or such longer period as is necessary to obtain any
necessary consents or approvals or to otherwise comply with applicable law)
after the date such notice is given. At such closing, the Management Purchaser
(or in the case of his death, his legal representative) will deliver such
shares, duly endorsed for transfer, against payment in cash of the Purchase
Price thereof.
SECTION 9. Financial and Other Information. For so long as any
Stockholder holds at least 25% of the Common Stock held by it as of the date
hereof, the Company shall furnish to such Stockholder:
(i) within 90 days after the end of each fiscal year of the Company, a
consolidated balance sheet of the Company and its subsidiaries as of the
end of such fiscal year and the related consolidated statements of
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operations, changes in stockholders' equity and changes in financial
position of the Company and its subsidiaries for the fiscal year then
ended, together with supporting notes thereto, certified without
qualification as to scope of audit by a firm of independent certified
public accountants of recognized national standing selected by the Board of
Directors of the Company;
(ii) within 45 days after the end of each quarter in each fiscal year
(other than the last quarter in each fiscal year), a consolidated balance
sheet of the Company and its subsidiaries and the related consolidated
statements of operations, changes in stockholders' equity and changes in
financial position of the Company and its subsidiaries for the quarter then
ended, unaudited but certified by the principal financial officer of the
Company, such balance sheet to be as of the end of such quarter and such
statements of operations, changes in stockholders' equity and changes in
financial position to be for such quarter and for the period from the
beginning of the fiscal year to the end of such quarter, in each case
subject to normal year-end adjustments;
(iii) within 30 days after the end of each month in each fiscal year,
a consolidated balance sheet of the Company and its subsidiaries and the
related consolidated statement of operations for the month then ended,
unaudited but certified by the principal financial officer of the Company,
such balance sheet to be as of the end of such month and such statement of
operations to be for such month and for the period from the beginning of
the fiscal year to the end of such month, in each case subject to normal
year-end adjustments;
(iv) promptly upon filing, copies of all registration statements,
prospectuses, periodic reports and other documents filed by the Company
with the SEC; and
(v) promptly, from time to time, such other information regarding the
operations, business, affairs and financial condition of the Company or
any subsidiary as such Stockholder may reasonably request, subject to such
confidentiality agreements as the Company may reasonably request.
SECTION 10. Legend on Stock Certificates. Each certificate
representing shares of Common Stock owned by any Stockholder shall conspicuously
bear the following legend until such time as the shares represented thereby are
no longer subject to the provisions hereof:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS
AGREEMENT, DATED AS OF JANUARY 7, 1999, AMONG THE
COMPANY AND THE OTHER PARTIES THERETO. COPIES MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY."
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The Company covenants that it shall keep a copy of this Agreement on
file at the address listed in Section 19 for the purpose of furnishing copies to
the holders of record of shares of Common Stock.
SECTION 11. Duration of Agreement. (a) This Agreement (other than the
provisions of Sections 1, 10, 11(b) and 15 through 25) shall terminate upon the
earlier to occur of (i) the tenth anniversary of the date hereof or (ii) the
consummation of (x) a Public Offering by the Company of Common Stock having an
aggregate offering price to the public of not less than $50,000,000, and (y) the
sale, transfer or other disposition (including a distribution by a limited
partnership to its partners) by either the WCAS Purchasers or the Blackstone
Purchasers to persons or entities not required to become parties hereto of at
least 50% of the shares of Common Stock held by the WCAS Purchasers or the
Blackstone Purchasers, as the case may be, on the date hereof.
(b) The provisions of Sections 1, 10, 11(b) and 15 through 25 shall
terminate upon the earlier to occur of (i) the tenth anniversary of the date
hereof or (ii) the consummation of (x) a Public Offering by the Company of
Common Stock having an aggregate offering price to the public of not less than
$50,000,000, and (y) the sale, transfer or other disposition (including a
distribution by a limited partnership to its partners) by both of the WCAS
Purchasers and the Blackstone Purchasers to persons or entities not required to
become parties hereto of at least 50% of the shares of Common Stock held by the
WCAS Purchasers or the Blackstone Purchasers, respectively, on the date hereof.
SECTION 12. Advisory and Monitoring Fee. On each anniversary of the
date of this Agreement, the Company shall pay advisory and monitoring fees of
(i) $450,000, plus reasonable expenses, to WCA Management Corporation, or
another entity or entities designated by the holders of a majority of the Common
Stock held by the WCAS Purchasers, for so long as the WCAS Purchasers hold at
least 25% of the shares of Common Stock held by the WCAS Purchasers on the date
hereof, and (ii) $300,000, plus reasonable expenses, to Blackstone Management
Partners III L.L.C., or another entity or entities designated by the holders of
a majority of the Common Stock held by the Blackstone Purchasers, for so long as
the Blackstone Purchasers hold at least 25% of the shares of Common Stock held
by the Blackstone Purchasers on the date hereof. To the extent that payment of
such monitoring fees is prohibited by any provision of any credit agreement or
other debt instrument, the Company shall use commercially reasonable efforts to
cause the lender or holder of such debt instrument to waive any such
prohibition. If, despite such efforts, such lender or holder is unwilling to
permit the Company to pay such monitoring fee, then any amounts not so paid
shall accrue and shall bear interest at the rate of 13% per annum until paid,
and the Company shall promptly pay such sums when no such prohibitions exist.
SECTION 13. Representations and Warranties by the Stockholders. Each
Stockholder, severally and not jointly, represents and warrants to the Company
and the other Stockholders as follows:
14
<PAGE>
(a) The execution, delivery and performance of this Agreement by such
Stockholder will not violate any provision of applicable law, any order of any
court or other agency of government, or any provision of any indenture,
agreement or other instrument to which such Stockholder or any of his, her or
its properties or assets is bound, or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument.
(b) This Agreement has been duly executed and delivered by such
Stockholder, and when executed by the other parties hereto will constitute the
legal, valid and binding obligation of such Stockholder, enforceable in
accordance with its terms.
(c) The shares of Common Stock listed opposite the name of such
Stockholder on Schedule I, Schedule II, Schedule III or Schedule IV hereof, as
the case may be, constitute all the shares of Common Stock of the Company owned
by such Stockholder as of the date hereof (except that Welsh, Carson, Anderson &
Stowe VIII, L.P., owns one additional share of Common Stock).
SECTION 14. Representations and Warranties by the Company. The Company
hereby incorporates by reference and makes the representations and warranties
set forth in the Purchase Agreement, to the extent applicable to this Agreement
or the transactions contemplated hereby, as of the date hereof.
SECTION 15. Headings. Headings of articles, sections and paragraphs of
this Agreement are inserted for convenience of reference only and shall not
affect the interpretation or be deemed to constitute a part hereof.
SECTION 16. Severability. In the event that any one or more of the
provisions contained in this Agreement or in any other instrument referred to
herein shall, for any reason, be held to be invalid, illegal or unenforceable,
such illegality, invalidity or unenforceability shall not affect any other
provisions of this Agreement.
SECTION 17. Benefits of Agreement. Nothing expressed by or mentioned
in this Agreement is intended or shall be construed to give any person other
than the parties hereto and their respective successors and permitted assigns
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained, this Agreement and all conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of the parties hereto and their respective successors and permitted
assigns. Notwithstanding anything in this Section 17 to the contrary, subject to
compliance with the terms of this Agreement, each Stockholder shall have the
right to assign its interests hereunder in whole or in part to any transferee of
the Common Stock held by such Stockholder in compliance with this Agreement;
provided, however, that such transferee shall agree in writing with the parties
hereto to be bound by, and to comply with, all applicable provisions of this
Agreement and to be deemed to be a Stockholder for purposes of this Agreement
15
<PAGE>
(it being understood that for purposes of this Agreement any successor to or
assigns of any (i) WCAS Purchaser shall be deemed to be a WCAS Purchaser, (ii)
Blackstone Purchaser shall be deemed to be a Blackstone Purchaser, (iii)
Purchaser shall be deemed to be a Signal Purchaser and (iv) Management Purchaser
shall be deemed to be a Management Purchaser); provided, further, however, that
whether or not such transferee is assigned any interest hereunder, any
transferee of a Stockholder shall agree in writing with the parties hereto to be
bound by, and to comply with, all applicable provisions of this Agreement and to
be deemed to be a Stockholder for purposes of this Agreement in the manner
provided above so long as such transferee is, with respect to the transferring
Stockholder, a transferee of the type specified in clause (i) or (iii) of
Section 3(d). Any Stockholder may assign to any of its affiliates which are also
Stockholders all or any part of its tag-along rights with respect to a
particular proposed sale pursuant to Section 3 or its rights to purchase
securities pursuant to Section 5; provided the aggregate number of shares of
Common Stock to which such rights apply with respect to all such affiliated
Stockholders, taken as a whole, shall not be increased thereby. Except as
expressly permitted hereby, each party's rights and obligations under this
Agreement shall not be subject to assignment or delegation by any party hereto,
and any attempted assignment or delegation in violation hereof shall be null and
void ab initio.
SECTION 18. Notice of Transfer. To the extent that any Stockholder
shall transfer any shares of Common Stock, notice of which transfer is not
otherwise required to be delivered to the Stockholders hereunder, such
Stockholder shall, within three days following consummation of such transfer,
deliver notice thereof to the Company and the other Stockholders; provided,
however, that no such notice shall be required to be delivered unless the
aggregate number of shares of Common Stock transferred by such Stockholder and
its affiliates since the date of the last notice delivered by such Stockholder
pursuant to this Section 17 exceeds 1% of the outstanding Common Stock.
SECTION 19. Notices. Any notice or other communications required or
permitted hereunder shall be deemed to be sufficient and received if contained
in a written instrument delivered in person or by courier or duly sent by first
class certified mail, postage prepaid, or by facsimile addressed to such party
at the address or facsimile number set forth below:
(1) if to the Company, to it at:
1305 Campus Parkway
Neptune, New Jersey 07753
Telecopy Number: (732) 919-1022
Attention: President
with a copy to:
16
<PAGE>
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, New York 10111
Telecopy Number: (212) 841-5725
Attention: Robert A. Schwed, Esq.
(2) if to any Stockholder, to the address of such Stockholder
appearing in Schedule I, Schedule II, Schedule III or Schedule IV hereto;
or, in any case, at such other address or facsimile number as shall have been
furnished in writing by such party to the other parties hereto. All such
notices, requests, consents and other communications shall be deemed to have
been received (a) in the case of personal or courier delivery, on the date of
such delivery, (b) in the case of mailing, on the fifth business day following
the date of such mailing and (c) in the case of facsimile, when received.
SECTION 20. Entire Agreement; Modification. This Agreement (including
the Schedules hereto) constitutes the entire agreement of the parties with
respect to the subject matter hereof and may not be amended or modified except
by an instrument in writing signed by the Company and a majority in interest of
(i) the WCAS Purchasers, (ii) the Blackstone Purchasers and (iii) only in the
case of any such modification affecting their rights hereunder, the Signal
Purchasers and/or the Management Purchasers, as the case may be. Any waiver of
any provision of this Agreement must be in a writing signed by the party against
whom enforcement of such waiver is sought.
SECTION 21. Covenants Bind Successors and Assigns. All the covenants,
stipulations, promises and agreements in this Agreement contained by or on
behalf of any party shall bind its successors and permitted assigns, whether so
expressed or not. Without limiting the generality of the foregoing, upon the
consummation of the merger contemplated by the Merger Agreement (the "Merger"),
the corporation that survives the Merger shall succeed to all obligations of
the Company set forth herein and, immediately following such Merger, shall
execute and deliver to each Stockholder a supplement hereto in form and
substance reasonably acceptable to each Stockholder acknowledging that it is
bound by all such obligations of the Company.
SECTION 22. Counterparts. This Agreement may be executed in any number
of counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
SECTION 23. Changes in Common Stock. If, and as often as, there are
any changes in the Common Stock by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof as may be required so that the
rights and privileges granted hereby shall continue with respect to the Common
Stock as so changed.
17
<PAGE>
SECTION 24. Specific Performance. Each party hereto agrees that a
remedy at law for any breach or threatened breach by such party of this
Agreement would be inadequate and therefore agrees that any other party hereto
shall be entitled to specific performance of this Agreement in addition to any
other available rights and remedies in case of any such breach or threatened
breach.
SECTION 25. Governing Law. This Agreement shall be governed by,
enforceable under, and construed in accordance with the laws of the State of
Delaware.
18
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as a sealed instrument, all as of the day and year first above
written.
CCW ACQUISITION CORP.
By /s/Thomas E. McInerney
Name: Thomas E. McInerney
Title: President
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By WCAS VII Partners, L.P., General Partner
By /s/ Laura VanBuren
General Partner
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By WCAS VIII Associates, L.L.C., General Partner
By /s/ Laura VanBuren
Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C., General Partner
By /s/ Laura VanBuren
Managing Member
WCAS INFORMATION PARTNERS, L.P.
By /s/Thomas E. McInerney
General Partner
<PAGE>
Patrick J. Welsh
Russell L. Carson
Bruce K. Anderson
Andrew M. Paul
Thomas E. McInerney
Laura VanBuren
Robert A. Minicucci
Anthony J. de Nicola
Paul B. Queally
Lawrence B. Sorrel
Priscilla A. Newman
Rudolph E. Rupert
D. Scott Mackesy
By /s/ Laura M. VanBuren
Laura M. VanBuren
Individually and
as Attorney-in-fact
WCA MANAGEMENT CORPORATION
By: /s/ Patrick J. Welsh
Name: Patrick J. Welsh
Title: President
KRISTIN M. ANDERSON TRUST
By: /s/ P.J. Welsh
Trustee
MARK S. ANDERSON TRUST
By: /s/ P.J. Welsh
Trustee
DANIEL B. ANDERSON TRUST
By: /s/ P.J. Welsh
Trustee
<PAGE>
BLACKSTONE CCC CAPITAL PARTNERS L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Senior Managing Director
BLACKSTONE CCC OFFSHORE CAPITAL
PARTNERS L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Senior Managing Director
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Senior Managing Director
<PAGE>
SIGNAL/CENTENNIAL PARTNERS, L.L.C.
By: SIGNAL/CENTENNIAL ASSOCIATES LLC
By: SIGNAL PARTNERS LLC
By /s/ Timothy P. Reilly
Managing Member
ROBERT W. BAIRD & CO., INC., TRUSTEE F/B/O
MICHAEL J. SMALL ROLLOVER IRA
By: /s/ Michael J. Small
Title:
/s/ Michael J. Small
Michael J. Small
/s/ Peter W. Chehayl
Peter W. Chehayl
/s/ Edward G. Owen
Edward G. Owen
<PAGE>
SCHEDULE I
WCAS Purchasers
Number of Shares
Name and Address of Purchaser of Common Stock
Welsh, Carson, Anderson & Stowe VII, L.P. 648,117
Welsh, Carson, Anderson & Stowe VIII, L.P. 4,791,333
WCAS Information Partners, L.P 22,741
WCAS Capital Partners III, L.P. 542,169
WCA Management Corporation 56,852
Patrick J. Welsh 51,776
Russell L. Carson 51,776
Bruce K. Anderson 48,364
Kristin M. Anderson Trust 1,137
Mark S. Anderson Trust 1,137
Daniel B. Anderson Trust 1,137
Thomas E. McInerney 51,776
Andrew M. Paul 39,448
Robert A. Minicucci 20,012
Anthony J. de Nicola 4,548
Paul B. Queally 4,207
Lawrence B. Sorrel 4,548
Rudolph E. Rupert 4,548
D. Scott Mackesy 1,137
Priscilla A. Newman 1,478
Laura M. VanBuren 455
--------------
TOTAL: 6,348,696
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue, Suite 2500
New York, New York 10022
Telecopy: (212) 893-9575
Attention: Thomas E. McInerney
<PAGE>
SCHEDULE II
Blackstone Purchasers
Number of Shares
Name and Address of Purchaser of Common Stock
Blackstone CCC Capital Partners L.P. 2,490,358
Blackstone CCC Offshore Capital
Partners L.P. 452,055
Blackstone Family Investment
Partnership III L.P. 187,814
---------
TOTAL 3,130,227
c/o The Blackstone Group
345 Park Avenue
New York, New York 10154
Attn: Mark T. Gallogly
Telecopy: 212-754-8704
with a copy to:
Robert L. Friedman
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telecopy: 212-455-2502
<PAGE>
SCHEDULE III
Signal Purchasers
Number of Shares
Name and Address of Purchaser of Common Stock
Signal/Centennial Partners, L.L.C. . 142,131
10 East 53rd Street
32nd Floor
New York, NY 10022
Telecopy: (212) 253-4235
Attention: Alfred J. Puchala
with a copy to:
O'Sullivan, Graev & Karabell, LLP
30 Rockefeller Plaza
New York, NY 10112
Telecopy: (212) 408-2420
Attention: Phyllis Schwartz, Esq.
<PAGE>
SCHEDULE IV
Management Purchasers
Number of Shares
Name and Address of Purchaser of Common Stock
Michael J. Small 6,000
Michael J. Small Rollover IRA 4,000
Peter W. Chehayl 2,500
Edward G. Owen 5,000
------
TOTAL: 17,500
c/o Centennial Cellular Corp.
1305 Campus Parkway
Neptune, NJ 07753
REGISTRATION RIGHTS AGREEMENT
January 7, 1999
To the several persons named
at the foot hereof
Ladies and Gentlemen:
This will confirm that in consideration of the purchase by those
investors listed on Schedule I hereof (collectively, the "WCAS Purchasers"), the
investors listed on Schedule II hereof (collectively, the "Blackstone
Purchasers"), the investors listed on Schedule III hereof (collectively, the
"Signal Purchasers") and the investors listed on Schedule IV hereof (the
"Management Purchasers," and collectively with the WCAS Purchasers, the
Blackstone Purchasers and the Signal Purchasers, the "Purchasers"), on the date
hereof of an aggregate 9,638,554 shares of Class A Common Stock, $.01 par value
(the "Common Stock"), of CCW ACQUISITION CORP., a Delaware corporation (the
"Company"), pursuant to the Securities Purchase Agreement, dated as of December
29, 1998 (the "Purchase Agreement"), among the Company and the Purchasers, and
as an inducement to you, and a condition to your obligations, to consummate the
transactions contemplated by the Purchase Agreement, the Company hereby
covenants and agrees with each of you, and with each subsequent holder of
Restricted Stock (as such term is defined herein), as follows:
1. Certain Definitions. As used herein, the following terms shall have
the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Class A Common Stock, $.01 par value, of
the Company, as constituted as of the date of this Agreement, subject to
adjustment pursuant to the provisions of Section 9 hereof.
<PAGE>
"Exchange Act" shall mean the Securities Exchange Act of 1934 or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Registration Expenses" shall mean the expenses so described in
Section 7 hereof.
"Restricted Stock" shall mean any shares of capital stock of the
Company, the certificates for which are required to bear the legend set
forth in Section 2 hereof, held by any party to this Agreement.
"Securities Act" shall mean the Securities Act of 1933 or any similar
federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses so described in Section 7
hereof.
2. Restrictive Legend. Each certificate representing the Common Stock,
other than Common Stock transferred in a public sale or as otherwise permitted
by Section 3 hereof, shall be stamped or otherwise imprinted with a legend
substantially in the following form:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER
THAT ACT OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE."
3. Notice of Proposed Transfer. In addition to any restrictions set
forth in the Stockholders Agreement, dated as of the date hereof among the
Company and the Purchasers, prior to any proposed transfer of any Restricted
Stock (other than under the circumstances described in Section 4 or 5 hereof),
the holder thereof shall give written notice to the Company of its intention to
effect such transfer. Each such notice shall describe the manner of the proposed
transfer and, if reasonably requested by the Company, shall be accompanied by an
opinion of counsel reasonably satisfactory to the Company to the effect that the
proposed transfer of the Restricted Stock may be effected without registration
under the Securities Act, whereupon the holder of such Restricted Stock shall be
entitled to transfer such Restricted Stock in accordance with the terms of its
notice; provided, however, that no such opinion or other documentation shall be
required if such notice shall cover a pro rata distribution (without payment of
additional consideration) by any Purchaser that is a partnership or limited
liability company to its partners or members, as the case may be. Each
certificate for Restricted Stock transferred as above provided shall bear the
legend set forth in Section 2, unless (i) such transfer is in accordance with
the provisions of Rule 144 (or any other rule permitting public sale without
registration under the Securities Act or is pursuant to an effective
registration under the Securities Act) or (ii) the opinion of counsel referred
2
<PAGE>
to above is to the further effect that (or, if no opinion is required, the
Company determines that) the transferee and any subsequent transferee (other
than an affiliate of the Company) would be entitled to transfer such securities
in a public sale without registration under the Securities Act.
The foregoing restrictions on transferability of Restricted Stock
shall terminate as to any particular shares of Restricted Stock when such shares
shall have been effectively registered under the Securities Act and sold or
otherwise disposed of in accordance with the intended method of disposition by
the seller or sellers thereof set forth in the registration statement concerning
such shares. Whenever a holder of Restricted Stock is able to demonstrate to the
Company (and its counsel) that the provisions of Rule 144(k) of the Securities
Act are available to such holder without limitation, such holder of Restricted
Stock shall be entitled to receive from the Company, without expense, a new
certificate not bearing the restrictive legend set forth in Section 2.
4. Required Registration.
(a) At any time after the fourth anniversary of the date hereof, the
holders of a majority of the outstanding Restricted Stock then held by the
WCAS Purchasers or the Blackstone Purchasers may request the Company to
register under the Securities Act all or any portion of the Restricted
Stock held by such requesting holder or holders for sale in the manner
specified in such notice; provided, however, that neither the WCAS
Purchasers nor the Blackstone Purchasers may request registration pursuant
to this Section 4 more than once every six months.
(b) Promptly following receipt of any notice under this Section 4, the
Company shall immediately notify any holders of Restricted Stock from whom
notice has not been received and shall use its best efforts to register as
soon as possible under the Securities Act, for public sale in accordance
with the method of disposition specified in such notice from the original
requesting holders, the number of shares of Restricted Stock specified in
such notice (and in any notices received from other holders of Restricted
Stock within 20 days after their receipt of such notice from the Company);
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 (pro rata among the requesting holders of Restricted Stock
based on the number of shares of Restricted Stock so requested to be
registered) 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. In the event that the proposed method of
disposition specified by the original requesting holders shall be an
underwritten public offering, the original requesting holders may choose
the managing underwriter (which shall be a nationally recognized investment
banking firm), subject to the consent of the Company (which shall not be
unreasonably withheld). Notwithstanding anything to the contrary contained
3
<PAGE>
herein, the obligation of the Company under this Section 4 shall be deemed
satisfied only when a registration statement covering all shares of
Restricted Stock specified in notices received as aforesaid (subject to any
cutbacks as contemplated hereinabove), for sale in accordance with the
method of disposition specified by the requesting holder, shall have become
effective and, if such method of disposition is a firm commitment
underwritten public offering, all such shares shall have been sold pursuant
thereto.
(c) The Company shall be entitled to include in any registration
statement referred to in this Section 4, for sale in accordance with the
method of disposition specified by the requesting holders, shares of Common
Stock to be sold by the Company for its own account, except as and to the
extent that, in the opinion of the managing underwriter (if such method of
disposition shall be an underwritten public offering), such inclusion would
adversely affect the marketing of the Restricted Stock to be sold (and in
such event, such shares to be sold by the Company for its own account shall
be reduced or eliminated before any reduction in the number of shares to be
sold by requesting holders pursuant to Section 4(b)). Except as provided in
this paragraph (c), the Company will not effect any other registration of
its Common Stock, whether for its own account or that of other holders,
from the date of receipt of a notice from requesting holders pursuant to
this Section 4 until the completion of the period of distribution of the
registration con templated thereby.
5. Incidental Registration. If the Company at any time (other than
pursuant to Section 4 hereof) proposes to register any of its Common Stock under
the Securities Act for sale to the public, whether for its own account or for
the account of other securityholders or both (except with respect to
registration statements on Form S-4 or S-8 or another form not available for
registering the Restricted Stock for sale to the public), it will give written
notice at such time to all holders of outstanding Restricted Stock of its
intention to do so. Upon the written request of any such holder, given within 20
days after receipt of any such notice by the Company, to register any of its
Restricted Stock (which request shall state the intended method of disposition
thereof), the Company will use its best efforts to cause the Restricted Stock,
as to which registration shall have been so requested, to be included in the
securities to be covered by the registration statement proposed to be filed by
the Company, all to the extent requisite to permit the sale or other disposition
by the holder (in accordance with its written request) of such Restricted Stock
so registered; provided that nothing herein shall prevent the Company from
abandoning or delaying such registration at any time. In the event that any
registration pursuant to this Section 5 shall be, in whole or in part, an
underwritten public offering of Common Stock, any request by a holder pursuant
to this Section 5 to register Restricted Stock shall specify that either (i)
such Restricted Stock is to be included in the underwriting on the same terms
and conditions as the shares of Common Stock otherwise being sold through
underwriters under such registration or (ii) such Restricted Stock is to be sold
in the open market without any underwriting, on terms and conditions comparable
to those normally applicable to offerings of common stock in reasonably similar
circumstances. The number of shares of Restricted Stock to be included in such
an underwriting may be reduced (pro rata among the holders of Restricted
4
<PAGE>
Stock requesting registration pursuant to this Section 5 based upon the number
of shares of Restricted Stock so requested to be registered) if and to the
extent that the managing underwriter shall be of the opinion that such inclusion
would adversely affect the marketing of the securities to be sold by the Company
therein; provided, however, that such number of shares of Restricted Stock shall
not be reduced if any shares are to be included in such underwriting for the
account of any person other than the Company and the holders of Restricted
Stock.
Notwithstanding anything to the contrary contained in Section 4 or 5
hereof, in the event that there is a firm commitment underwritten public
offering of securities of the Company pursuant to a registration covering
Restricted Stock and a holder of Restricted Stock does not elect to sell his
Restricted Stock to the underwriters of the Company's securities in connection
with such offering, such holder shall, to the extent required by such
underwriters with respect to all holders of Restricted Stock, refrain from
selling such Restricted Stock so registered pursuant to this Section 5 during
the period of distribution of the Company's securities by such underwriters and
the period in which the underwriting syndicate participates in the after market;
provided, however, that such holder shall, in any event, be entitled to sell its
Restricted Stock commencing on the 120th day after the effective date of such
registration statement.
6. Registration Procedures and Expenses. If and whenever the Company
is required by the provisions of Section 4 or 5 hereof to use its best efforts
to effect the registration of any of the Restricted Stock under the Securities
Act, the Company will, as expeditiously as possible:
(a) prepare (and afford counsel for the selling holders reasonable
opportunity to review and comment thereon) and file with the Commission a
registration statement (which, in the case of an underwritten public
offering pursuant to Section 4 hereof, shall be on Form S-1, S-3 or another
form of general applicability satisfactory to the managing underwriter
selected as therein provided) with respect to such securities and use its
best efforts to cause such registration statement to become and remain
effective for the period of the distribution contemplated thereby
(determined as hereinafter provided);
(b) prepare (and afford counsel for the selling holders reasonable
opportunity to review and comment thereon) and file with the Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith and any documents incorporated by
reference therein and file such other documents as may be necessary to keep
such registration statement effective for the period specified in paragraph
(a) above and to comply with the provisions of the Securities Act with
respect to the disposition of all Restricted Stock covered by such
registration statement in accordance with the sellers' intended method of
disposition set forth in such registration statement for such period;
(c) furnish to each seller and to each underwriter such number of
copies of the registration statement and the prospectus included therein
5
<PAGE>
(including each preliminary prospectus), and all amendments, supplements,
and exhibits thereto, and such other documents as such persons may
reasonably request in order to facilitate the public sale or other
disposition of the Restricted Stock covered by such registration statement
(and the Company hereby consents to the use of any such prospectus,
together with such supplements and amendments, by the sellers and
underwriters, if any, in connection with the offer and sale covered
thereby);
(d) use its best efforts to register or qualify the Restricted Stock
covered by such registration statement under the securities or blue sky
laws of such jurisdictions as the sellers of Restricted Stock or, in the
case of an underwritten public offering, the managing underwriter, shall
reasonably request (provided that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph (d), (ii) subject
itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any jurisdiction);
(e) immediately notify each seller under such registration statement
and each underwriter, (i) when such registration statement or any
post-effective amendment or supplement thereto becomes effective; (ii) of
the issuance by the SEC or any state securities authority of any stop
order, injunction or other order or requirement suspending the
effectiveness of such registration statement (and the Company shall use
best efforts to prevent the initiation of proceedings for, prevent the
entry of and/or remove such order or requirement); or (iii) of the
happening of any event as a result of which such registration statement, as
then in effect, the prospectus contained therein or any document
incorporated by reference therein includes an untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing;
(f) use its best efforts to furnish, at the request of any seller, on
the date that Restricted Stock is delivered to the underwriters for sale
pursuant to such registration, if such securities are being sold through
underwriters, or on the date that the registration statement becomes
effective, if such securities are not being sold through underwriters: (i)
an opinion dated such date of counsel representing the Company for the
purposes of such registration, addressed to the underwriters, if any, and
to such seller, stating that such registration statement has become
effective under the Securities Act and that (A) to the best knowledge of
such counsel, no stop order suspending the effectiveness thereof has been
issued and no proceedings for that purpose have been instituted or are
pending or contemplated under the Securities Act, (B) the registration
statement, the related prospectus, and each amendment or supplement
thereof, comply as to form in all material respects with the requirements
of the Securities Act and the applicable rules and regulations of the
Commission thereunder (except that such counsel need express no opinion as
to financial statements, the notes thereto, and the financial schedules and
other financial and statistical data contained therein) and (C) to such
other effects as may reasonably be requested by counsel for the
underwriters or by such seller or its counsel, and (ii) a letter dated
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<PAGE>
such date from the independent public accountants retained by the Company,
addressed to the underwriters, if any, and to such sellers stating that
they are independent public accountants within the meaning of the
Securities Act and that, in the opinion of such accountants, the financial
statements of the Company included in the registration statement or the
prospectus, or any amendment or supplement thereof, comply as to form in
all material respects with the applicable accounting requirements of the
Securities Act, and such letter shall additionally cover such other
financial matters (including information as to the period ending no more
than five business days prior to the date of such letter) with respect to
the registration in respect of which such letter is being given as such
underwriters or sellers may reasonably request;
(g) take such actions as may be necessary or appropriate to obtain a
CUSIP number (if none exists) for the Common Stock, and make all filings
and secure all approvals required pursuant to the regulations of the
National Association of Securities Dealers, Inc. in connection with such
registration;
(h) take such actions as may be necessary or appropriate to cause the
Restricted Stock so to be registered to be listed on the principal
securities exchange (or on the NASDAQ National Market System, as the case
may be) on which the Company's Common Stock is then traded (or, in the case
of an initial public offering, on such national securities exchange (or on
the NASDAQ National Market System) as the Company shall elect);
(i) use its best efforts to comply with all applicable rules and
regulations of the SEC, and make available to any holder of Restricted
Stock, as soon as reasonably practicable (but not more than 15 months)
after the effective date of the registration statement, an earnings
statement which shall satisfy the provisions of Section 11(a) of the
Securities Act and the rules and regulations promulgated thereunder; and
(j) make available for inspection by each seller, any underwriter
participating in any distribution pursuant to such registration statement,
and any attorney, accountant or other agent retained by such seller or
underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company's officers, directors
and employees to supply all information reasonably requested by any such
seller, underwriter, attorney, accountant or agent in connection with such
registration statement and permit such seller, attorney, accountant or
agent to participate in the preparation of such registration statement.
For purposes of paragraphs (a) and (b) above and of Section 4(c) hereof, the
period of distribution of Restricted Stock in a firm commitment underwritten
public offering shall be deemed to extend until each underwriter has completed
the distribution of all securities purchased by it, and the period of
distribution of Restricted Stock in any other registration shall be deemed
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<PAGE>
to extend until the earlier of the sale of all Restricted Stock covered thereby
or six months after the effective date thereof.
In connection with each registration hereunder, the selling holders of
Restricted Stock will furnish to the Company in writing such information with
respect to themselves and the proposed distribution by them as shall be
reasonably necessary in order to assure compliance with federal and applicable
state securities laws.
In connection with each registration pursuant to Sections 4 and 5
hereof covering an underwritten public offering, the Company agrees to enter
into a written agreement with the managing underwriter selected in the manner
herein provided in such form and containing such provisions as are customary in
the securities business for such an arrangement between major underwriters and
companies of the Company's size and investment stature; provided, however, that
such agreement shall not contain any such provision applicable to the Company
which is inconsistent with the provisions hereof and provided, further, however,
that the time and place of the closing under said agreement shall be as mutually
agreed upon among the Company, such managing underwriter and the selling holders
of Restricted Stock.
7. Expenses. All expenses incurred by the Company in complying with
Sections 4 and 5 hereof, including, without limitation, all registration,
listing and filing fees, printing expenses, fees and disbursements of counsel
and independent public accountants for the Company (including with respect to
any special audit or "cold comfort" letters), fees of the National Association
of Securities Dealers, Inc., transfer taxes and fees of transfer agents and
registrars, as well as fees and expenses of counsel for the sellers of
Restricted Stock, but excluding any Selling Expenses, are herein called
"Registration Expenses." All underwriting discounts and selling commissions
applicable to the sale of Restricted Stock are herein called "Selling Expenses."
The Company will pay all Registration Expenses in connection with each
registration statement filed pursuant to Section 4 or 5 hereof. All Selling
Expenses in connection with any registration statement filed pursuant to Section
4 or 5 hereof shall be borne by the participating sellers in proportion to the
number of shares sold by each, or by such persons other than the Company (except
to the extent the Company shall be a seller) as they may agree.
8. Indemnification. In the event of a registration of any of the
Restricted Stock under the Securities Act pursuant to Section 4 or 5 hereof, the
Company will indemnify and hold harmless, to the fullest extent permitted by
law, each seller of such Restricted Stock thereunder, each underwriter of
Restricted Stock thereunder, each of their respective affiliates, each of their
and their affiliates' respective directors, officers, fiduciaries, agents,
employees, stockholders, general and limited partners and members, and each
other person, if any, who controls such seller or underwriter within the meaning
of the Securities Act, against any losses, claims, damages or liabilities, joint
or several, actions or proceedings (whether commenced or threatened) in respect
thereof (all of the foregoing, collectively, "Claims") and expenses (including
8
<PAGE>
fees and expenses of counsel, and amounts paid in any settlement effected with
the Company's consent, which consent shall not be unreasonably withheld or
delayed) to which such indemnified party may become subject under the Securities
Act or otherwise, insofar as such Claims or expenses arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such Restricted Stock was
registered under the Securities Act pursuant to Section 4 or 5, any preliminary
prospectus, summary or final prospectus contained therein, or any amendment or
supplement of any thereof, or any documents incorporated by reference therein,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each such indemnified
party for any legal or other expenses incurred by them in connection with
investigating or defending any such Claim; provided, however, that the Company
will not be liable to any such indemnified party if and to the extent that any
such Claim or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information pertaining to such indemnified party furnished by such
indemnified party in writing specifically for use in such registration statement
or prospectus.
In the event of a registration of any of the Restricted Stock under
the Securities Act pursuant to Section 4 or 5 hereof, each seller of such
Restricted Stock thereunder, severally and not jointly, will indemnify and hold
harmless, to the fullest extent permitted by law, the Company and each person,
if any, who controls the Company within the meaning of the Securities Act, each
officer of the Company who signs the registration statement, each director of
the Company, each underwriter and each person who controls any underwriter
within the meaning of the Securities Act, each other stockholder selling
Restricted Stock under such registration statement and each affiliate, officer,
director, fiduciary, agent, employee, stockholder, general or limited partner or
member of such selling stockholder against all Claims and expenses (including
fees and expenses of counsel, and amounts paid in any settlement effected with
the Company's consent, which consent shall not be unreasonably withheld or
delayed) to which the Company or such officer or director or underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such Claims or expenses arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
registration statement under which such Restricted Stock was registered under
the Securities Act pursuant to Section 4 or 5, any preliminary prospectus,
summary or final prospectus contained therein, or any amendment or supplement of
any thereof, or any documents incorporated by reference therein, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse the Company and each such indemnified party
for any legal or other expenses incurred by them in connection with
investigating or defending any such Claim; provided, however, that such seller
will be liable hereunder to any such indemnified party if and only to the extent
that any such Claim or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with information pertaining to such seller, as
such, furnished in writing to the Company by such indemnified party specifically
for use in such registration statement or prospectus; provided, further,
9
<PAGE>
however, that the liability of each seller hereunder shall be limited to the
proceeds (net of underwriting discounts and commissions) received by such seller
from the sale of Restricted Stock covered by such registration statement.
Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party under this Section 8 except to the extent such
indemnifying party is materially prejudiced thereby, and in any event will not
relieve such indemnifying party from any liability which it may have to any
indemnified party other than under this Section 8. In case any such action shall
be brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its election so
to assume and undertake the defense thereof, the indemnifying party shall not be
liable to such indemnified party under this Section 8 for any legal expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so selected; provided, however, that, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party, or if the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the
indemnifying party, or if the indemnifying party shall not diligently continue
such defense in good faith, the indemnified party shall have the right to select
a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.
Notwithstanding the foregoing, any indemnified party shall have the
right to retain its own counsel in any such action, but except as set forth
above the fees and disbursements of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party shall have failed to retain
counsel for the indemnified person as aforesaid or (ii) the indemnifying party
and such indemnified party shall have mutually agreed to the retention of such
counsel. It is understood that the indemnifying party shall not, in connection
with any action or related actions in the same jurisdiction, be liable for the
fees and disbursements of more than one firm (together with local counsel) to
act as counsel for the indemnified party. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent
(which shall not be unreasonably withheld or delayed), but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the written consent of the indemnified party (which shall not be
unreasonably withheld or delayed), effect the settlement or compromise of, or
10
<PAGE>
consent to the entry of any judgment with respect to, any pending or threatened
action in respect of which indemnification may be sought hereunder (whether or
not the indemnified party is an actual or potential party to such action) unless
such settlement, compromise or judgment (i) includes an unconditional release of
such indemnified party from all liability arising out of such action and (ii)
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of such indemnified party.
If for any reason the indemnification provided for in the first two
paragraphs of this Section 8 is unavailable or insufficient to hold harmless an
indemnified party under such paragraphs in respect of any Claims or expenses in
respect thereof referred to therein, then each indemnifying party shall in lieu
of indemnifying such indemnified party contribute to the amount paid or payable
by such indemnified party as a result of such Claims or expenses in such
proportion as appropriate to reflect the relative fault of the Company, on the
one hand, and the underwriters and the sellers of such Restricted Stock, on the
other, in connection with the statements or omissions which resulted in such
Claims or expenses as well as any other relevant equitable considerations,
including the failure to give any notice under the third paragraph of this
Section 8. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact
relates to information supplied by the indemnifying party, on the one hand, or
the indemnified party, on the other, and to the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and each of you agree that it would not be
just and equitable if contributions pursuant to this paragraph were determined
by pro rata allocation (even if all of the sellers of such Restricted Stock were
treated as one entity for such purpose) or by any other method of allocation
which did not take account of the equitable considerations referred to above in
this paragraph. The amount paid or payable by an indemnified party as a result
of the Claims and expenses in respect thereof, referred to above in this
paragraph, shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this paragraph, no
seller of such Restricted Stock or related indemnified party shall be required
to contribute any amount in excess of the amount of proceeds (net of
underwriting discounts and commissions) received by such seller from the sale of
Restricted Stock covered by such registration statement. No person guilty of
fraudulent misrepresentations (within the meaning of Section 11(f) of the
Securities Act), shall be entitled to contribution from any person who is not
guilty of such fraudulent misrepresentation.
The indemnification of underwriters provided for in this Section 8
shall be on such other terms and conditions as are at the time customary and
reasonably required by such underwriters. In that event the indemnification of
the sellers of Restricted Stock in such underwriting shall at the sellers'
request be modified to conform to such terms and conditions.
The indemnification and contribution agreements contained herein shall
be in addition to any other rights to indemnification and contribution which any
indemnified party may have pursuant to law or contract or otherwise, shall
remain operative and in full force and effect regardless of any investigation
11
<PAGE>
made or omitted by or on behalf of any indemnified party and shall survive the
transfer of Restricted Stock by any such party.
9. Changes in Common Stock. If, and as often as, there are any changes
in the Common Stock by way of stock split, stock dividend, combination or
reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof, as may be required, so that the rights and privileges
granted hereby shall continue with respect to the Common Stock as so changed.
10. Representations and Warranties of the Company. The Company
represents and warrants to you as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and
will not violate any provision of law, any order of any court or other
agency of government, the Certificate of Incorporation or By-laws of the
Company, or any provision of any indenture, agreement or other instrument
to which it or any of its properties or assets is bound, or conflict with,
result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such indenture, agreement or other instrument, or
result in the creation or imposition of any lien, charge or encumbrance of
any nature whatsoever upon any of the properties or assets of the Company.
(b) This Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to considerations of
public policy in the case of the indemnification provisions hereof.
(c) The Company hereby incorporates by reference and makes the
representations and warranties set forth in the Purchase Agreement, to the
extent applicable to this Agreement or the transactions contemplated
hereby, as of the date hereof.
11. Rule 144 Reporting. The Company agrees with you as follows:
(a) The Company shall make and keep public information available, as
those terms are understood and defined in Rule 144 under the Securities
Act, at all times as it is able to do so.
(b) The Company shall file with the Commission in a timely manner all
reports and other documents as the Commission may prescribe under Section
13(a) or 15(d) of the Exchange Act at any time that the Company is subject
to such reporting requirements of the Exchange Act.
12
<PAGE>
(c) The Company shall furnish to any holder of Restricted Stock
forthwith upon request (i) a written statement by the Company as to its
compliance with the reporting requirements of Rule 144, and of the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual
or quarterly report of the Company, and (iii) such other reports and
documents so filed as a holder may reasonably request to avail itself of
any rule or regulation of the Commission allowing a holder of Restricted
Stock to sell any such securities without registration.
12. Miscellaneous.
(a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors and permitted assigns of the parties hereto
whether so expressed or not. Without limiting the generality of the
foregoing: (i) any holder of Restricted Stock assign rights hereunder with
respect to any of its Restricted Stock to any transferee of such Restricted
Stock, provided that such transferee agrees in writing to become a party
hereto and to be bound as a holder of Restricted Stock hereby, and provided
further that any WCAS Purchaser or Blackstone Purchaser shall specify in
such assignment whether it is assigning rights under Section 4 hereof (in
which case such transferee shall become entitled to the rights and subject
to the obligations hereunder as fully to the same extent as, and shall
deemed to be, a WCAS Purchaser or Blackstone Purchaser, as the case may be,
hereunder) and, if assigning such rights, shall be entitled in such
assignment to limit the ability of such transferee to further transfer such
rights (and such status as a WCAS Purchaser or Blackstone Purchaser, as the
case may be) to additional transferees, and (ii) upon the consummation of
the merger contemplated by that certain Agreement and Plan of Merger, dated
as of July 2, 1998, as amended, between the Company and Centennial Cellular
Corp., the corporation that survives such merger shall succeed to all
obligations of the Company hereunder and, immediately following such
Merger, shall execute and deliver to each holder of Restricted Stock a
supplement hereto in form and substance reasonably acceptable to such
holder acknowledging that it is bound by all such obligations of the
Company.
(b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be delivered personally, sent by nationally
recognized overnight courier services, transmitted by confirmed telecopy or
mailed by first class registered mail, postage prepaid, addressed as
follows:
13
<PAGE>
if to the Company, to it at:
1305 Campus Parkway
Neptune, New Jersey 07753
Telecopy Number: (732) 919-1022
Attention: President;
with a copy to:
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, New York 10111
Telecopy Number: (212) 841-5725
Attention: Robert A. Schwed, Esq.;
if to any Purchaser, to it at its address set forth on Schedule
I, Schedule II, Schedule III or Schedule IV hereto, as the case may
be;
if to any subsequent holder of Restricted Stock, to it at such
address as may have been furnished to the Company in writing by such
holder;
or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of a holder of
Restricted Stock) or to the holders of Restricted Stock (in the case
of the Company).
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and may not be
modified or amended except in writing signed by, and the Company will
not grant any registration rights to any other person without the
consent of, the holders of a majority in interest of the Restricted
Stock held by each of (i) the WCAS Purchasers, (ii) the Blackstone
Purchaser and (iii) if adversely affected thereby, the other holders
of Restricted Stock. Any waiver of any provision of this Agreement
must be in a writing signed by the party against whom enforcement of
such waiver is sought.
(e) This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
14
<PAGE>
(f) Headings and section reference numbers in this Agreement are
for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
(g) In the event that any one or more of the provisions set forth
herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Agreement.
(h) Except as specifically set forth in Section 8 hereof, this
Agreement is not intended to confer any rights or remedies upon any
person other than the parties hereto.
(i) Each party hereto agrees that a remedy at law for any breach
or threatened breach by such party of this Agreement would be
inadequate and therefore agrees that any other party hereto shall be
entitled to specific performance of this Agreement in addition to any
other available rights and remedies in case of any such breach or
threatened breach.
15
<PAGE>
Please indicate your acceptance of the foregoing by signing and
returning the enclosed counterpart of this letter, whereupon this letter (herein
sometimes called "this Agreement") shall be a binding agreement between the
Company and you.
Very truly yours,
CCW ACQUISITION CORP.
By /s/Thomas E. McInerney
Name: Thomas E. McInerney
Title: President
Accepted and agreed to:
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By WCAS VII Partners, L.P., General Partner
By /s/ Laura VanBuren
General Partner
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By WCAS VIII Associates, L.L.C., General Partner
By /s/ Laura VanBuren
Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C., General Partner
By /s/ Laura VanBuren
Managing Member
WCAS INFORMATION PARTNERS, L.P.
By /s/ Thomas E. McInerney
General Partner
16
<PAGE>
Patrick J. Welsh
Russell L. Carson
Bruce K. Anderson
Andrew M. Paul
Thomas E. McInerney
Laura M. VanBuren
Robert A. Minicucci
Anthony J. de Nicola
Paul B. Queally
Lawrence B. Sorrel
Priscilla A. Newman
Rudolph E. Rupert
D. Scott Mackesy
By /s/ Laura VanBuren
Individually and
as Attorney-in-fact
WCA MANAGEMENT CORPORATION
By: /s/ P.J. Welsh
Name: P.J. Welsh
Title: President
KRISTIN M. ANDERSON TRUST
By: /s/ P.J. Welsh
Trustee
MARK S. ANDERSON TRUST
By: /s/ P.J. Welsh
Trustee
DANIEL B. ANDERSON TRUST
By: /s/ P.J. Welsh
Trustee
17
<PAGE>
BLACKSTONE CCC CAPITAL PARTNERS L.P.
By: Blackstone Management Associates III LLC,
Its general partner
By /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Senior Managing Director
BLACKSTONE CCC OFFSHORE CAPITAL
PARTNERS L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Senior Managing Director
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP III L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By /s/ Mark T. Gallogly
Name: Mark T. Gallogly
Title: Senior Managing Director
18
<PAGE>
SIGNAL/CENTENNIAL PARTNERS, L.L.C.
By: SIGNAL/CENTENNIAL ASSOCIATES L.L.C.,
By: SIGNAL PARTNERS L.L.C.
By /s/ Timothy P. Reilly
Managing Member
ROBERT W. BAIRD & CO., INC., TRUSTEE F/B/O
MICHAEL J. SMALL ROLLOVER IRA
By: /s/ Michael J. Small
Title:
/s/ Michael J. Small
Michael J. Small
/s/ Peter W. Chehayl
Peter W. Chehayl
/s/ Edward G. Owen
Edward G. Owen
19
<PAGE>
SCHEDULE I
WCAS Purchasers
Name and Address of Purchaser
Welsh, Carson, Anderson
& Stowe VII, L.P.
Welsh, Carson, Anderson
& Stowe VIII, L.P.
WCAS Capital Partners III, L.P.
WCAS Information Partners, L.P.
WCA Management Corporation
Patrick J. Welsh
Russell L. Carson
Bruce K. Anderson
Andrew M. Paul
Thomas E. McInerney
Laura VanBuren
Robert A. Minicucci
Anthony J. de Nicola
Paul B. Queally
Priscilla A. Newman
Lawrence B. Sorrel
Rudolph E. Rupert
D. Scott Mackesy
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue, Suite 2500
New York, New York 10022
Telecopy: (212) 893-9575
Attention: Thomas E. McInerney
<PAGE>
SCHEDULE II
Blackstone Purchasers
Name and Address of Purchaser
Blackstone CCC Capital Partners L.P.
Blackstone CCC Offshore Capital Partners L.P.
Blackstone Family Investment Partnership III L.P.
c/o The Blackstone Group
345 Park Avenue
New York, New York 10154
Telecopy: (212) 754-8704
Attention: Mr. Mark T. Gallogly
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telecopy: (212) 455-2502
Attention: Robert L. Friedman, Esq.
<PAGE>
SCHEDULE III
Signal Purchasers
Name and Address of Purchaser
Signal/Centennial Partners, L.L.C.
10 East 53rd Street
32nd Floor
New York, NY 10022
Telecopy: (212) 253-4235
Attention: Alfred J. Puchala
with a copy to:
O'Sullivan, Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
Telecopy: (212) 408-2420
Attention: Phyllis Schwartz, Esq.
<PAGE>
SCHEDULE IV
Management Purchasers
Name and Address of Purchaser
Michael J. Small
Michael J. Small Rollover IRA
Peter W. Chehayl
Edward G. Owen
c/o Centennial Cellular Corp.
1305 Campus Parkway
Neptune, NJ 07753
