EXHIBIT 10.1


EXHIBIT
  10.1

 AMENDMENT
  NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT 

      AMENDMENT
  NO. 1 dated as of April 23, 2003 among Commonwealth Telephone Enterprises, Inc.,
  a Pennsylvania corporation (the “Company”), Level 3 Communications,
  Inc., a Delaware corporation (“Level 3”) and Eldorado Equity
  Holdings, Inc., a Delaware Corporation (“Eldorado”), to the
  Registration Rights Agreement dated as of February 7, 2002 between the Company
  and Level 3 (the “Registration Rights Agreement”). 

      WHEREAS,
  Level 3 is the indirect beneficial owner of 1,017,061 issued and outstanding
  shares of the Company’s class B common stock, par value $1.00 per share
  (together with any shares distributed as a dividend with respect to, or issued
  in exchange for or in replacement of, such stock, the “Class B Common
  Stock”), and no shares of the Company’s common stock. 

      WHEREAS,
  an affiliate of Level 3 transferred all of its shares of capital stock of the
  Company to Eldorado, an indirect, wholly-owned subsidiary of Level 3, on February
  7, 2002, and Eldorado is currently the holder of record of the Class B Common
  Stock.  

      WHEREAS,
  certain provisions regarding the allocation of registration expenses under the
  Registration Rights Agreement have been amended and restated in the Shelf Registration
  Agreement dated as of November 12, 2002 among the Company, Level 3 and Eldorado
  (the “Shelf Registration Agreement”).  

     WHEREAS,
  notwithstanding Article 2 of the Shelf RegistrationAgreement, the parties
  hereto intend for the provisions of the Registration Rights Agreement (other
  than Section 3.2(a) thereof) to remain operative insofar as they relate to offers
  and sales of Class B Common Stock and any shares of capital stock or other securities
  distributed as a dividend with respect to, or issued in exchange for or in replacement
  of, Class B Common Stock outstanding as of the date of this Amendment. 


      WHEREAS,
  the parties hereto desire to amend the Registration Rights Agreement as set
  forth below. 

      NOW, THEREFORE, the parties
  hereto agree as follows:  

 ARTICLE
  1

AMENDMENTS 

      Section
  1.01. Amendment To Section 2.1(a). Clause (ii) of the first sentence
  of Section 2.1(a) of the Registration Rights Agreement is hereby  





  
  







amended
  by deleting the word “either” and inserting the following at the end
  of such clause:  


  
    or (z) subject to the
      provisions of Section 5.2 hereof, all of the remaining Registrable Securities
      held by the Shareholders  

  



      Section
  1.02. Amendment to Article 3. Article 3 of the Registration Rights Agreement
  is hereby amended to include the following at the end of such Article: 



  
     SECTION
      3.3. Shelf Registration Demand. Notwithstanding the provisions of
      Section 3.1 above, Level 3 may exercise a Demand Registration pursuant to
      Section 2.1 hereof by requesting that all of its Registrable Securities
      be registered on Form S-3 for offer and sale by Eldorado or its permitted
      assigns on a delayed or continuous basis pursuant to Rule 415 under the
      Securities Act of 1933, as amended. Such registration shall be effected
      pursuant to the terms of the Shelf Registration Agreement as if such Agreement
      were dated as of the later of (i) the date such Registrable Securities consist
      solely of shares of common stock of the Company and (ii) the date of such
      demand.  

  



      Section
  1.03. Amendment To Section 5.6(b). Clause (ii) of Section 5.6(b) of the
  Registration Rights Agreement is hereby amended by replacing the first instance
  of “either:” appearing in such Clause with the following: 



  
     : (w)
      subject to the provisions of Section 5.2 hereof, all of the remaining Registrable
      Securities held by the Shareholders,  

  



 ARTICLE
  2

MISCELLANEOUS 

      Section
  2.01. Modification. The Registration Rights Agreement is amended only
  as expressly modified by this Amendment. Except as expressly modified by this
  Amendment, the terms of the Registration Rights Agreement and the Shelf Registration
  Agreement remain unchanged, and each of the Registration Rights Agreement and
  the Shelf Registration Agreement is hereby ratified and confirmed by the parties
  hereto in all respects. For the avoidance of doubt, notwithstanding Article
  2 of the Shelf Registration Agreement, the

2





  
  







 provisions of the Registration
  Rights Agreement (other than Section 3.2(a) thereof) shall remain operative
  and in full force and effect at all times insofar as they relate to offers and
  sales of Class B Common Stock and any shares of capital stock or other securities
  distributed as a dividend with respect to, or issued in exchange for or in replacement
  of, Class B Common Stock outstanding as of the date of this Amendment. In the
  event of any inconsistency between the terms of either of the Registration Rights
  Agreement and the Shelf Registration Agreement and this Amendment, this Amendment
  shall prevail to the extent of such inconsistency.  

      Section
  2.02. Representations And Warranties. Each party hereto represents and
  warrants that this Amendment has been duly authorized, executed and delivered
  by it and that this Amendment and the Registration Rights Agreement constitutes
  its legal, valid, binding and enforceable obligation, enforceable against it
  in accordance with its terms, except to the extent such enforceability may be
  limited by the effect of any applicable bankruptcy, insolvency, reorganization,
  moratorium or similar laws affecting creditors’ rights generally and by
  general principles of equity.  

      Section
  2.03. No Waiver. Except as expressly provided herein, the execution and
  delivery of this Amendment shall not be deemed or construed to (i) constitute
  an extension, modification or waiver of any term or condition of the Registration
  Rights Agreement, (ii) give rise to any obligation on the part of any party
  hereto to extend, modify or waive any term or condition of the Registration
  Rights Agreement or (iii) be a waiver by any party hereto of any of its rights
  under the Registration Rights Agreement, at law or in equity.  

      Section
  2.04. Governing Law. THIS AMENDMENT AND ANY ISSUES ARISING HEREUNDER
  SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF
  NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES. 

      Section
  2.05. Severability. If any Article, Section or provision of this Amendment
  shall be determined to be null and void, voidable or invalid by a court of competent
  jurisdiction, then for such period that the same is void or invalid, it shall
  be deemed to be deleted from this Amendment and the remaining portions of this
  Amendment shall remain in full force and effect.  

      Section
  2.06. Counterparts. This Amendment may be executed by the parties hereto
  in separate counterparts and initially delivered by electronic or facsimile
  transmission or otherwise, with original signature pages to follow, and all
  such counterparts shall together constitute one and the same instrument. 


 3






  
  






      Section
  2.07. Headings. All headings herein are intended solely for convenience
  of reference and shall not affect the meaning or interpretation of the provisions
  of this Amendment.  

 4






  
  






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

	COMMONWEALTH
      TELEPHONE ENTERPRISES, INC.
	 	 
	 	 
	By: 	/S/ Michael
      J. Mahoney
	 	
 
	 	Name:  Michael
      J. Mahoney
	 	Title:     President
      and Chief Executive Officer
	 	 
	LEVEL
      3 COMMUNICATIONS, INC.
	 	 
	By: 	/S/ Thomas C. Stortz
	 	
 
	 	Name:  Thomas
      C. Stortz
	 	Title:    GVP
      & General Counsel
	 	 
	ELDORADO
      EQUITY HOLDINGS, INC.
	 	 
	By: 	/S/ Neil J. Eckstein
	 	
 
	 	Name:  Neil
      J. Eckstein
	 	Title:    Director