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

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

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

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, Xxxxxx, Xxxxxxx & Kristol

Schedule Description

I WCAS Purchasers
II Blackstone Purchasers
III Signal Purchasers
IV Management Purchasers
2.08 Investment Interests

iii

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:

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.

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, Xxxxxx, Xxxxxxx & Kristol, 00
Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 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, Xxxxxxxx & Xxxxx 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,

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 Xxxx X. Xxxx.

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.

(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 Xxxx Xxxxx 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

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.

(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 Xxxx-Xxxxx-Xxxxxx 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

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

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.

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

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, Xxxxxx, Xxxxxxx & 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

(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.

(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

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.

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 Xxxxxxx X. Small, Xxxxx X. Xxxxxxx and/or Xxxxxx X. Xxxx 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.

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.
0000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Telecopy Number: (000) 000-0000
Attention: President;

with a copy to:

Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy Number: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, 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.

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.

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/ Xxxxxxx X. xx Xxxxxx
Name: Xxxxxxx X. xx Xxxxxx
Title: Vice President and Treasurer

WELSH, CARSON, XXXXXXXX & XXXXX VII, L.P.
By WCAS VII Partners, L.P., General Partner

By /s/ Xxxxxxx X. xx Xxxxxx
General Partner

WELSH, CARSON, XXXXXXXX & XXXXX VIII, L.P.
By WCAS VIII Associates, L.L.C., General Partner

By /s/ Xxxxxxx X. xx Xxxxxx
Managing Member

WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C., General Partner

By /s/ Xxxxxxx X. xx Xxxxxx
Managing Member

WCAS INFORMATION PARTNERS, L.P.

By
General Partner

Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxx
Xxxxxx X. XxXxxxxxx
Xxxxx X. 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 XxxXxxxx
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

XXXXXX X. XXXXX & CO., INC., TRUSTEE F/B/O
XXXXXXX X. SMALL ROLLOVER XXX

By: /s/ Xxxxxxx X. Small
Title:

BLACKSTONE CCC CAPITAL PARTNERS L.P.

By: Blackstone Management Associates III L.L.C.,
Its general partner

By /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President & CEO

BLACKSTONE CCC OFFSHORE CAPITAL
PARTNERS L.P.

By: Blackstone Management Associates III L.L.C.,
Its general partner

By /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President & CEO

BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP III L.P.

By: Blackstone Management Associates III L.L.C.,
Its general partner

By /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President & CEO

SIGNAL/CENTENNIAL PARTNERS, L.L.C.

By: Signal/Centennial Associates, LLC
By: Signal Partners, LLC

By /s/ Xxxxxx X. Xxxxxxx
Managing Member

/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 Aggregate
Name and Address of Purchaser of Common Stock Purchase Price

Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. 648,117 $28,500,000
Welsh, Carson, Xxxxxxxx & Xxxxx 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
Xxxxxxx X. Xxxxx 51,776 $2,276,751
Xxxxxxx X. Xxxxxx 51,776 $2,276,751
Xxxxx X. Xxxxxxxx 48,364 $2,126,751
Xxxxxxx X. Xxxxxxxx Trust 1,137 $50,000
Xxxx X. Xxxxxxxx Trust 1,137 $50,000
Xxxxxx X. Xxxxxxxx Trust 1,137 $50,000
Xxxxxx X. XxXxxxxxx 51,776 $2,276,751
Xxxxxx X. Xxxx 39,448 $1,734,667
Xxxxxx X. Xxxxxxxxx 20,012 $880,000
Xxxxxxx X. xx Xxxxxx 4,548 $200,000
Xxxx X. Xxxxxxx 4,207 $185,000
Xxxxxxxx X. Xxxxxx 4,548 $200,000
Xxxxxxx X. Xxxxxx 4,548 $200,000
D. Xxxxx Xxxxxxx 1,137 $50,000
Xxxxxxxxx X. Xxxxxx 1,478 $65,000
Xxxxx X. XxxXxxxx 455 $20,000
TOTAL: 6,348,696 $255,333,406

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

Blackstone
Number of Shares Aggregate Funding
Name and Address of Purchaser of Common Stock Purchase Price Percentages

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
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 Aggregate
Name and Address of Purchaser of Common Stock Purchase Price

Signal/Centennial Partners, L.L.C. 142,131 $6,250,000
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 Aggregate
Name and Address of Purchaser of Common Stock Purchase Price

Xxxxxxx X. Small 6,000 $263,841

Xxxxxxx X. Small Rollover XXX 4,000 $175,894

Xxxxx X. Xxxxxxx 2,500 $109,934

Xxxxxx X. Xxxx 5,000 $219,867

Total: 17,500 $769,536

c/o Centennial Cellular Corp.
0000 Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000

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
Xxx Xxxxxxxxx Xxx Xxxx Xxxxxxx (0 XXXx) 7,041,000 2.9% 202,000
Xxxxxxxx, 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
========== =========

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*Indicates systems that are in MSAs; all other systems are in RSAs.

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SECURITIES PURCHASE AGREEMENT

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