AMENDMENT NO. 5

EXHIBIT 10.1

EXECUTION COPY

AMENDMENT XX. 0

XXXXXXXXX XX. 0, dated as of November 6, 2003 (this "Amendment and
Waiver"), to the credit agreement dated as of January 7, 1999, as amended and
restated as of February 29, 2000, as amended by Amendment No. 1 dated as of July
28, 2000, Amendment No. 2 dated as of August 3, 2001, Amendment No. 3 dated as
of September 5, 2001 and Amendment No. 4 dated as of June 19, 2003 (as so
amended, as hereby amended and as otherwise amended, restated, modified or
supplemented from time to time, the "Credit Agreement"), among CENTENNIAL
CELLULAR OPERATING CO. LLC, as Borrower; CENTENNIAL PUERTO RICO OPERATIONS
CORP., as PR Borrower; CENTENNIAL COMMUNICATIONS CORP. (formerly known as
Centennial Cellular Corp.), as a Guarantor ("Parent"); the other Guarantors
party thereto; each of the lenders from time to time party thereto
(individually, a "Lender" and, collectively, the "Lenders"); XX XXXXXX XXXXX
BANK (formerly known as The Chase Manhattan Bank), as co-lead arranger and
co-syndication agent (in such capacity, together with its successors in such
capacity, "XX Xxxxxx Xxxxx"); XXXXXXX XXXXX & CO. and XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED, as co-lead arrangers and co-syndication agents (in
such capacity, together with their successors in such capacity, and XX Xxxxxx
Chase, the "Co-Syndication Agents"); BANK OF AMERICA, N.A., as arranger and
administrative agent (in such capacity, together with its successors in such
capacity, the "Administrative Agent"); and THE BANK OF NOVA SCOTIA, as
documentation agent (in such capacity, together with its successors in such
capacity, the "Documentation Agent"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Credit
Agreement, as amended hereby.

INTRODUCTION

(A) On August 1, 2003, the Obligors and the Majority Lenders
entered into Amendment No. 5 to the Credit Agreement ("Old Amendment No. 5")
which provided for certain waivers and modifications to the Credit Agreement
relating to the Obligors ability to use the Net Available Proceeds of certain
Equity Issuances to prepay outstanding Parent Subordinated Notes. Because its
closing conditions were never fully satisfied, Old Amendment No. 5 never became
effective.

(B) Borrower and PR Borrower have requested, and the Majority
Lenders and the Administrative Agent have agreed, to terminate Old Amendment No.
5 and enter into this new Amendment No. 5, which provides for certain waivers
and modifications of the Credit Agreement as hereinafter set forth.

(C) From and after the Effective Date (as hereinafter defined) of
this Amendment and Waiver, the provisions of the Credit Agreement specified
below shall be waived or amended, as the case may be, but only upon and subject
to the terms and conditions set forth herein.

(D) In consideration of the mutual agreements contained herein and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

WAIVERS

Section 1.1. Waivers.

(a) On the terms and subject to the conditions set forth in this
Amendment and Waiver, the Administrative Agent and the Majority Lenders hereby
waive the Obligor's obligations under Section 2.10(a)(ii) of the Credit
Agreement solely to the extent that the Net Available Proceeds resulting from
any Fifth Amendment Equity Issuance (as hereinafter defined) are used to prepay
outstanding Parent Subordinated Notes (including, without limitation, any
accrued and unpaid interest) (it being expressly acknowledged and agreed for the
avoidance of doubt that the terms of Section 2.10(a)(ii) of the Credit Agreement
shall apply to and be fully effective with respect to any Net Available Proceeds
resulting from (i) the Fifth Amendment Equity Issuance in excess of the amount
used to prepay outstanding Parent Subordinated Notes (including, without
limitation, any accrued and unpaid interest), or (ii) any other Equity
Issuance).

(b) On the terms and subject to the conditions set forth in this
Amendment and Waiver, the Administrative Agent and the Majority Lenders hereby
waive the Obligor's obligations under (1) Section 9.23(a) of the Credit
Agreement solely to the extent necessary to permit the Parent, in accordance
with Section 1.1(a) above, to prepay outstanding Parent Subordinated Notes
(including, without limitation, any accrued and unpaid interest) from the Fifth
Amendment Equity Issuance Proceeds and (2) Section 9.10 of the Credit Agreement
solely to the extent necessary to permit Parent to pay reasonable fees and
transaction costs incurred in connection with any Fifth Amendment Equity
Issuance.

ARTICLE II

AMENDMENTS TO THE CREDIT AGREEMENT

Section 2.1. Amendments.

(a) Section 1.01 of the Credit Agreement is hereby amended by inserting
the following new definitions therein in correct alphabetical order:

"Amendment No. 5" shall mean Amendment No. 5 dated as of
November 6, 2003 to this Agreement.

"Amendment No. 5 Effective Date" shall mean the Effective
Date, as such term is defined in Amendment No. 5.

"Fifth Amendment Equity Issuance" shall mean the issuance by
the Parent from time to time in one or more transactions, of
up to $300 million of common stock on or prior to November 6,
2004.

"Fifth Amendment Equity Issuance Documents" shall mean any
underwriting agreement relating to any Fifth Amendment Equity
Issuance and any documents to be executed and delivered by the
Obligors pursuant to such underwriting agreement, if any.

"Fifth Amendment Equity Issuance Proceeds" shall mean the
gross proceeds resulting from any Fifth Amendment Equity
Issuance.

(b) Section 9.21 of the Credit Agreement is hereby amended by adding
the following sentence at the end thereof:

"Notwithstanding anything herein to the contrary, so long as
no Default has occurred and is continuing or would otherwise arise
therefrom, the Parent may enter into customary underwriting or purchase
agreements in connection with any Equity Issuance or Debt Issuance
otherwise permissible under the terms of this Agreement and the other
Credit Documents."

ARTICLE III

AUTHORIZATIONS AND CONSENTS

Section 3.1. Fifth Amendment Equity Issuance. The Administrative Agent and the
Majority Lenders hereby consent to all Fifth Amendment Equity Issuances;
provided, that no Fifth Amendment Equity Issuance shall be consummated later
than November 6, 2004.

ARTICLE IV

ADDITIONAL AGREEMENTS

In order to induce the Administrative Agent and the Majority Lenders to enter
into this Amendment and Waiver, the Borrower and each of the Obligors hereby
agree as follows:

Section 4.1. Use of Fifth Amendment Equity Issuance Proceeds. The Fifth
Amendment Equity Issuance Proceeds shall be used solely (i) for the prepayment
of the Parent Subordinated Notes (including, without limitation, any accrued and
unpaid interest), (ii) for the payment of reasonable and customary transaction
costs incurred in connection with the Fifth Amendment Equity Issuance, and (iii)
for general corporate purposes in accordance with the terms and provisions of
the Credit Agreement.

Section 4.2. Fee to Approving Lenders. As an inducement to the Lenders and the
Administrative Agent to enter into this Amendment and Waiver, the Borrower
agrees to pay to the Administrative Agent, for the benefit of each Lender that
executes and delivers this Amendment and Waiver on or prior to 11:00 a.m.
(Eastern time) on November 6, 2003 (each such Lender an "Amendment No. 5
Approving Lender"), a fee (an "Approving Lenders Fee") in an amount equal to
0.125% (one-eighth of one percent) of the sum of (i) the aggregate outstanding
principal amount of such Amendment No. 5 Approving Lender's Term Loans and (ii)
such Amendment No. 5 Approving Lender's Revolving Credit Commitment. Such
Approving Lenders Fee shall be earned only upon and shall be payable only upon a
closing date of a Fifth Amendment Equity Issuance (each a "Closing Date"), with
the percentage earned and payable on a Closing Date being determined by the
aggregate amount of Fifth Amendment Equity Issuance Proceeds raised at that and
all prior Closing Dates, as set forth in the relevant columns of the table
below, except with respect to the payment of 34% of the Approving Lenders Fee
which shall be due and payable as set forth in the table below regardless of
whether a Closing Date occurs. If the percentage of the Approving Lenders Fee
set forth in a particular column of the table below shall be paid and another
Closing Date shall occur without the aggregate amount of Fifth Amendment Equity
Issuance Proceeds reaching the threshold for the next column, no additional
Approving Lenders Fee shall be payable at that Closing Date. For the avoidance
of doubt, and notwithstanding anything in this Amendment No. 5 to the contrary,
no Amendment No. 5 Approving Lender shall be entitled to receive more than 100%
of such Approving Lenders Fee. Each Amendment No. 5 Approving Lender shall be
entitled to its Approving

Lenders Fee on the relevant payment date regardless of whether such Amendment
No. 5 Approving Lender continues to hold any of the Loans on the relevant
payment date.

DATE WHEN PAYMENT OF Earlier to occur of (i) Date when the Obligors Date when the Obligors
APPROVING LENDERS FEE May 6, 2004 and (ii) receive aggregate Fifth receive aggregate Fifth
IS DUE AND PAYABLE date when the Obligors Amendment Equity Amendment Equity
receive aggregate Fifth Issuance Proceeds of Issuance Proceeds of
Amendment Equity $50 million up to $100 $100 million to $300
Issuance Proceeds of up million million
to $50 million

PERCENTAGE OF 34% 33% (plus 34% if not 33% (plus 67% if not
APPROVING LENDERS previously paid) previously paid)
FEE DUE AND PAYABLE
ON RELEVANT DATE

Section 4.3. Termination of Old Amendment No. 5. On the date hereof,
Old Amendment No. 5 shall automatically terminate.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.1. Representations and Warranties. Each of the Obligors represents and
warrants (which representations and warranties shall survive the execution and
delivery hereof) to the Creditors that:

(a) it has the corporate power and authority to execute, deliver and
perform the terms and provisions of this Amendment and Waiver and the
transactions contemplated hereby and has taken or caused to be taken all
necessary corporate action to authorize the execution, delivery and performance
of this Amendment and Waiver and the transactions contemplated hereby;

(b) no Default or Event of Default shall have occurred and be
continuing;

(c) the representations and warranties of the Obligors contained in the
Credit Agreement and in the other Credit Documents are true and complete in all
material respects on and as of the Effective Date (as defined in Section 6.1
below) with the same force and effect as if made on and as of the Effective Date
(except to the extent that such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties shall be
true and correct in all material respects as of such earlier date;

(d) as of October 31, 2003, the outstanding principal amount of the
Parent Subordinated Notes, together with all accrued and unpaid interest thereon
is approximately $215,546,587;

(e) giving effect to this Amendment and Waiver, the Fifth Amendment
Equity Issuance shall not cause a Default or Event of Default under the Credit
Documents, the Parent Financing Documents, the

Senior Subordinated Notes Financing Documents or any other agreements to which
the Obligors may be a party; and

(f) the execution, delivery and performance of this Amendment and
Waiver, and the other instruments and documents contemplated hereby will not
violate any law, statute or regulation, or any order or decree of any court or
governmental instrumentality, or conflict with, or result in the breach of, or
constitute a default under any contractual obligation of such party.

ARTICLE VI

EFFECTIVENESS; SUBSEQUENT CLOSINGS

Section 6.1. Effective Date. This Amendment and Waiver shall become effective on
the date on which all of the following conditions precedent shall have been
satisfied, or waived in writing (such date being referred to herein as the
"Effective Date"):

(a) the Administrative Agent shall have received fully executed
counterparts of this Amendment and Waiver executed by (i) the Obligors, (ii) the
Administrative Agent and (iii) the Majority Lenders;

(b) the Administrative Agent shall have received a reasonably detailed
list of all fees and transaction costs incurred in connection with the Fifth
Amendment Equity Issuance being effected on such date;

(c) the Administrative Agent shall have received fully executed copies
of each of the Fifth Amendment Equity Issuance Documents relating to such Fifth
Amendment Equity Issuance;

(d) all representations and warranties contained in this Amendment and
Waiver or otherwise made in writing to the Administrative Agent and the Lenders
in connection herewith shall be true and correct in all material respects;

(e) the Administrative Agent and the Lenders shall have received by
wire transfer in immediately available funds payment of all fees and other
amounts due and payable on or prior to the Effective Date, including to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses
(including, without limitation, the reasonable fees and disbursements of
Xxxxxxxx Chance US LLP and FTI Consulting, Inc., financial advisor to Xxxxxxxx
Chance US LLP ("FTI")), required to be reimbursed or paid by any Obligor
hereunder or under any other Credit Document, it being understood that the fees
and other amounts due and payable to Xxxxxxxx Chance US LLP, to the extent
previously invoiced, shall be paid on or prior to November 6, 2003;

(f) the Administrative Agent and its counsel shall have received such
approvals, information, materials and documentation as the Administrative Agent
or its counsel may reasonably request, which approvals, information, materials
and documentation shall be satisfactory in form and substance to the
Administrative Agent and its counsel; and

(g) all legal matters incident to this Amendment and Waiver and the
effects hereof or any of the Credit Documents shall be acceptable to the
Administrative Agent and its counsel.

Section 6.2. Subsequent Closing Dates. On or before each Closing Date, the
Borrower shall deliver to Administrative Agent:

(a) a reasonably detailed list of all fees and transaction costs
incurred in connection with the Fifth Amendment Equity Issuance being effected
on such date; and

(b) fully executed copies of each of the Fifth Amendment Equity
Issuance Documents relating to such Fifth Amendment Equity Issuance.

ARTICLE VII

ACKNOWLEDGEMENTS

Section 7.1. Confirmation and Acknowledgement of the Obligations. Each of
Borrower, Parent and PR Borrower hereby reaffirms and admits the validity and
enforceability of the Credit Agreement and the Credit Documents and the Liens on
the Collateral which were granted pursuant to any of the Credit Documents or
otherwise.

Section 7.2. Acknowledgement and Consent by Guarantors.

(a) Each of the Guarantors hereby acknowledges that it has read this
Amendment and Waiver and consents to the terms hereof and further confirms and
agrees that, notwithstanding the effectiveness of this Amendment and Waiver, its
obligations pursuant to the Credit Documents shall not be impaired and its
guarantee pursuant to the Credit Agreement is, and shall continue to be, in full
force and effect and is hereby confirmed and ratified in all respects.

(b) Each of the Guarantors hereby reaffirms and admits the validity and
enforceability of the Credit Agreement and the Credit Documents to which it is a
party and the Liens on the Collateral which were granted by it pursuant to any
of the Credit Documents or otherwise.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Consultation with Advisors. Each of the Obligors acknowledges that
it has consulted with counsel and with such other experts and advisors as it has
deemed necessary in connection with the negotiation, execution and delivery of
this Amendment and Waiver.

Section 8.2. Limited Waiver or Modification; Ratification of Credit Agreement.

(a) Except to the extent hereby expressly waived or modified, the
Credit Agreement and each of the Credit Documents remain in full force and
effect and are hereby ratified and confirmed.

(b) This Amendment and Waiver shall be limited precisely as written and
shall not be deemed: (i) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or a waiver of any Default or
Event of Default under the Credit Agreement, whether or not known to the
Creditors; or (ii) to prejudice any right or rights which the Creditors may now
have or have in the future under or in connection with any Credit Document or
any of the instruments or agreements referred to in a Credit Document. Except to
the extent hereby modified, the Credit Agreement and each of the Credit
Documents shall continue in full force and effect in accordance with the
provisions thereof on the date

hereof and the Credit Agreement as heretofore amended or modified and as
modified by this Amendment and Waiver are hereby ratified and confirmed.

Section 8.3. References. All references to the "Credit Agreement," "this
Agreement," "herein," "hereafter," "hereto," "hereof," and words of similar
import appearing in the Credit Agreement, shall, unless the context otherwise
requires, mean the Credit Agreement as modified by this Amendment and Waiver.
Reference to the terms "Agreement" or "Credit Agreement" appearing in the
Exhibits or Schedules to the Credit Agreement or in the other Credit Documents
shall, unless the context otherwise requires, mean the Credit Agreement as
modified by this Amendment and Waiver. This Amendment and Waiver shall be deemed
to have been jointly drafted, and no provision of it shall be interpreted or
construed for or against any party hereto because such party purportedly
prepared or requested such provision, any other provision, or this Amendment and
Waiver as a whole.

Section 8.4. Counterparts. This Amendment and Waiver may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed signature page to this Amendment and
Waiver by facsimile shall be as effective as delivery of a manually executed
counterpart of this Amendment and Waiver.

Section 8.5. Credit Document. This Amendment and Waiver is a Credit Document
pursuant to the Credit Agreement and shall (unless expressly indicated herein or
therein) be construed, administered, and applied, in accordance with all of the
terms and provisions of the Credit Agreement.

Section 8.6. Severability. Any provision of this Amendment and Waiver which is
invalid, illegal or unenforceable under the applicable law of any jurisdiction,
shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without invalidating the remaining provisions
hereof, and any such invalidity, illegality or unenforceability in any
jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 8.7. GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 8.8. Further Assurance. The parties hereto shall, at any time and from
time to time following the execution of this Amendment and Waiver, execute and
deliver all such further instruments and take all such further action as may be
reasonably necessary or appropriate in order to carry out the provisions of this
Amendment and Waiver.

Section 8.9. Successors and Assigns. The provisions of this Amendment and Waiver
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.

Section 8.10. Headings. The headings of this Amendment and Waiver are for the
purposes of reference only and shall not affect the construction of, or be taken
into consideration in interpreting, this Amendment and Waiver.

Section 8.11. Relationship. The Obligors agree that the relationship between the
Administrative Agent and the Lenders, on the one hand, and the Obligors, on the
other hand, is that of creditor and debtor and not that of partners or joint
venturers. This Amendment and Waiver does not constitute a partnership agreement
or any other association between the Administrative Agent, the Lenders and the
Obligors. The

Obligors acknowledge that the Administrative Agent and the Lenders have acted at
all times only as creditors to the Obligors within the normal and usual scope of
the activities normally undertaken by a creditor and in no event have the
Administrative Agent or any of the Lenders attempted to exercise any control
over the Obligors or their respective businesses or affairs.

Section 8.12. No Third Party Beneficiaries. This Amendment and Waiver is made
and entered into for the sole protection and benefit of the Obligors, the
Administrative Agent and the Lenders and no other person or entity shall have
any right of action herein, right to claim any right or benefit from the terms
contained herein, or be deemed a third party beneficiary hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and the year first above written.

BORROWER:

CENTENNIAL CELLULAR OPERATING CO. LLC

By: /s/ XXXX X. XXXX
--------------------------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President, General Counsel

PR BORROWER:

CENTENNIAL PUERTO RICO OPERATIONS CORP.

By: /s/ XXXX X. XXXX
--------------------------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President, General Counsel

PARENT AND GUARANTOR:

CENTENNIAL COMMUNICATIONS CORP. (formerly known as
Centennial Cellular Corp.)

By: /s/ XXXX X. XXXX
--------------------------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President, General Counsel

AGENTS AND LENDERS:

BANK OF AMERICA, N.A., individually and as
Administrative Agent and as Amendment Arranger

By: /s/ XXXX X. XXXXXXX
--------------------------------------------------
Name: Xxxx X. Xxxxxxx III
Title: Managing Director

XX XXXXXX CHASE BANK (formerly known as The Chase
Manhattan Bank), individually and as Co-Syndication
Agent and as Amendment Arranger

By: /s/ XXXXX X. XXXXXX
--------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President

XXXXXXX XXXXX & CO., and XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED, individually and as
Co-Syndication Agent

By: /s/ XXXXX XXXXX
--------------------------------------------------
Name: Xxxxx Xxxxx
Title: Managing Director

THE BANK OF NOVA SCOTIA, individually and as
Documentation Agent

By: /s/ XXXXXXX X. XXXX
--------------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director

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AMENDMENT NO. 5

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