Exhibit 99.3
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 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 Xxxxxx
X. XxXxxxxxx, Xxxxxxx X. xx Xxxxxx and Xxxxxxx X.
Xxxxxx;
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 Xxxx X. Xxxxxxxx and
Xxxxxxxx X. Xxxxxx; and
c) the Chief Executive Officer and the Chief
Operation Officer of the Company (initially Xxxxxxx X. Small
and Xxxx X. Xxxx, 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 Xxxxxx X. XxXxxxxxx (or such other person as may
be designated by the WCAS Purchasers) as Chairman of the Board of
Directors.
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(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 appropri ate, 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 (iii) in the case of a WCAS Purchaser who is an
individual,
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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
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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;
(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
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purchase plan approved by the Board of Directors of the
Company 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,
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and otherwise on the terms and conditions specified in the 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 stock holders that may be required by law or by the Certificate of
Incorporation of the Company,
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the Company shall not, without the consent of (i)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
transac tions 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 exchange, 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 em ployed 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
consistent with the manner of determining the
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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, Xxxxxxxx & Xxxxx 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
12
and the related consolidated statements of 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 Com pany, such balance sheet to be
as of the end of such quarter and such statements of opera tions,
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 adjust ments;
(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 opera tions, 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."
13
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
(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,
Xxxxxxxx & Xxxxx 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 Agree ment, 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
Agree ment; 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 (it being understood that for purposes
15
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 pre paid, or by facsimile addressed to
such party at the address or facsimile number set forth below:
(1) if to the Company, to it at:
0000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Telecopy Number: (000) 000-0000
Attention: President
with a copy to:
16
Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy Number: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, 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 communi cations 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 obliga
tions 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
17
rights and privileges granted hereby shall continue with respect to the Common
Stock as so changed.
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
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/ Xxxxxx X. XxXxxxxxx
---------------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: President
WELSH, CARSON, XXXXXXXX & XXXXX VII,
L.P. By WCAS VII Partners, L.P.,
General Partner
By /s/ Xxxxx Xxx Xxxxx
---------------------------------
General Partner
WELSH, CARSON, XXXXXXXX & XXXXX
VIII, L.P. By WCAS VIII Associates,
L.L.C., General Partner
By /s/ Xxxxx Xxx Xxxxx
---------------------------------
Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C.,
General Partner
By /s/ Xxxxx Xxx Xxxxx
---------------------------------
Managing Member
WCAS INFORMATION PARTNERS, L.P.
By /s/ Xxxxxx X. XxXxxxxxx
---------------------------------
General Partner
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxx
Xxxxxx X. XxXxxxxxx
Xxxxx XxxXxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. xx Xxxxxx
Xxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
D. Xxxxx Xxxxxxx
By /s/ Xxxxx Xxx Xxxxx
-----------------------------------------------
Xxxxx X. XxxXxxxx
Individually and
as Attorney-in-fact
WCA MANAGEMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
XXXXXXX X. XXXXXXXX TRUST
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------------
Trustee
XXXX X. XXXXXXXX TRUST
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------------
Trustee
XXXXXX X. XXXXXXXX TRUST
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Trustee
BLACKSTONE CCC CAPITAL PARTNERS L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Managing Director
BLACKSTONE CCC OFFSHORE CAPITAL
PARTNERS L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Managing Director
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP III L.P.
By: Blackstone Management Associates III L.L.C.,
Its general partner
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Managing Director
SIGNAL/CENTENNIAL PARTNERS, L.L.C.
By: Signal/Centennial Associates LLC
By: Signal Partners LLC
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Managing Member
XXXXXX X. XXXXX & CO., INC., TRUSTEE
F/B/O XXXXXXX X. SMALL ROLLOVER XXX
By: /s/ Xxxxxxx X. Small
----------------------------------
Title:
/s/ Xxxxxxx X. Small
-----------------------------------
Xxxxxxx X. Small
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
SCHEDULE I
WCAS Purchasers
Number of Shares
Name and Address of Purchaser of Common Stock
Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. 648,117
Welsh, Carson, Xxxxxxxx & Xxxxx 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
Xxxxxxx X. Xxxxx 51,776
Xxxxxxx X. Xxxxxx 51,776
Xxxxx X. Xxxxxxxx 48,364
Xxxxxxx X. Xxxxxxxx Trust 1,137
Xxxx X. Xxxxxxxx Trust 1,137
Xxxxxx X. Xxxxxxxx Trust 1,137
Xxxxxx X. XxXxxxxxx 51,776
Xxxxxx X. Xxxx 39,448
Xxxxxx X. Xxxxxxxxx 20,012
Xxxxxxx X. xx Xxxxxx 4,548
Xxxx X. Xxxxxxx 4,207
Xxxxxxxx X. Xxxxxx 4,548
Xxxxxxx X. Xxxxxx 4,548
D. Xxxxx Xxxxxxx 1,137
Xxxxxxxxx X. Xxxxxx 1,478
Xxxxx X. XxxXxxxx 455
--------------
TOTAL: 6,348,696
x/x Xxxxx, Xxxxxx, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. XxXxxxxxx
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
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxxxx
Telecopy: 000-000-0000
with a copy to:
Xxxxxx X. Xxxxxxxx
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: 000-000-0000
SCHEDULE III
Signal Purchasers
Number of Shares
Name and Address of Purchaser of Common Stock
Signal/Centennial Partners, L.L.C. 142,131
00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
with a copy to:
X'Xxxxxxxx, Graev & Karabell, LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxx, Esq.
SCHEDULE IV
Management Purchasers
Number of Shares
Name and Address of Purchaser of Common Stock
Xxxxxxx X. Small 6,000
Xxxxxxx X. Small Rollover XXX 4,000
Xxxxx X. Xxxxxxx 2,500
Xxxxxx X. Xxxx 5,000
------
TOTAL: 17,500
c/o Centennial Cellular Corp.
0000 Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000
