Exhibit A
REPORTING AGREEMENT
In consideration of the mutual covenants herein contained, each of the
parties hereto represents to and agrees with the other parties as follows:
1. Such party agrees to affirm that it is a member of a group together with
the other parties hereto with respect to the Common Stock, par value $.01 per
share ("Common Stock"), of Centennial Communications Corp. (the "Company") for
purposes of the applicable rules of The Nasdaq Stock Market, Inc.'s National
Market, and agrees to so acknowledge in all filings (the "Required Filings")
required to be made by such party pursuant to Section 13(d) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. Such party is responsible for the filing of its own Statement on
Schedule 13D and other Required Filings and such party agrees to file its
Required Filings and any amendments thereto on a timely basis. Such party is
responsible for the completeness and accuracy of the information concerning such
party contained in such party's Required Filings; provided that no such party is
responsible for the completeness or accuracy of the information concerning the
other parties contained in such party's Required Filings, unless such party
knows that such information is inaccurate.
3. Such party agrees to notify each other party hereto as soon as
reasonably practicable of (i) an increase or decrease in the number of shares of
Common Stock beneficially owned by such party or (ii) any other change to the
information set forth in any Required Filing of such party.
4. This Agreement shall terminate without further action by any party
hereto upon the earlier to occur of (i) the termination of all of the provisions
of the First Amended and Restated Stockholders Agreement dated as of January 20,
1999, as amended, among the Company and the other parties thereto (the
"Stockholders Agreement") and (ii) the date on which the parties hereto
beneficially own in the aggregate less than a majority of the voting power of
the Company; provided that paragraph 5 of this Agreement shall survive any such
termination. Without limiting any party's rights or obligations under the
Stockholders Agreement, nothing herein shall prohibit, limit or restrict the
right of any party to transfer, sell or dispose of any Common Stock or other
securities of the Company, nor limit or restrict the right of any party to vote
such securities in its sole discretion, nor shall anything herein require any
party to retain any number or percentage of the shares of Common Stock.
5. Such party hereby indemnifies each other party hereto and the affiliates
of such other party (each, an "Indemnified Person") against and agrees to hold
each of them harmless from any and all damage, loss, liability and expense
(including without limitation reasonable expenses of investigation and
reasonable attorneys' fees and expenses) in connection with any action, suit or
proceeding incurred or suffered by any Indemnified Person arising out of any
violation by such party of Section 13(d) of the Exchange Act or any of the rules
and regulations promulgated thereunder relating to the Common Stock.
6. This Agreement has been executed as of the date set forth on the
signature pages hereto and will automatically and without further action of the
parties become effective as of the consummation of the firm portion of the
registered public offering by the Company of at least 27,000,000, and (without
the consent of Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P. and Blackstone
Management Associates III, L.P., which consent may be withheld in the sole
discretion of the consenting party) no more than 30,000,000, shares of Common
Stock pursuant to a registration statement that becomes effective no later than
September 30, 2003; provided that such offering includes an over-allotment
option (whether or not exercised) of at least 15% of the shares of Common Stock
included in the firm portion of the registered public offering, which shares
will be sold by affiliates of Blackstone Management Associates III, L.L.C.
This Agreement shall be governed by the internal laws of the State of New
York and may be executed in one or more counterparts, each of which shall be
deemed to be an original instrument, but all of such counterparts taken together
shall constitute but one agreement.
Dated: September 10, 2003
WELSH, CARSON, XXXXXXXX &
XXXXX VII, L.P.
By: WCAS VII Partners, L.P., General
Partner
By: /s/ Xxxxxxxx X. Rather
------------------------------------
General Partner
WELSH, CARSON, XXXXXXXX & XXXXX VIII, L.P.
By: WCAS VIII Associates, L.L.C.,
General Partner
By: /s/ Xxxxxxxx X. Rather
------------------------------------
Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By: WCAS CP III Associates, L.L.C.,
General Partner
By: /s/ Xxxxxxxx X. Rather
-------------------------------------
Managing Member
WCAS INFORMATION PARTNERS, L.P.
By: /s/ Xxxxxxxx X. Rather
-------------------------------------
General Partner
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. XxXxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. xx Xxxxxx
Xxxx X. Xxxxxxx
D. Xxxxx Xxxxxxx
Xxxx Xxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx Xxxxx
Xxxxxxxx X. Rather
By: /s/ Xxxxxxxx X. Rather
------------------------------------
Xxxxxxxx X. Rather
Individually and as
Attorney-in-fact
BLACKSTONE CCC CAPITAL
PARTNERS L.P.
By: Blackstone Management Associates
III L.L.C., Its general partner
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Member
BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS
L.P.
By: Blackstone Management Associates
III L.L.C., Its general partner
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Member
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP
III L.P.
By: Blackstone Management Associates
III L.L.C., Its general partner
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Member
