AMENDMENT NO. 5


            TO
            FIRST AMENDED AND RESTATED


            
            STOCKHOLDERS AGREEMENT


            
            Amendment No. 5 (this
            “Amendment”) dated as of
            November 29, 2007 to the First Amended and Restated Stockholders Agreement dated as of
            January 20, 1999 (such agreement, as previously amended, being referred to herein as
            the “Stockholders
            Agreement”) among Centennial Communications Corp. (the
            “Company”), the several
            persons named in Schedule I thereto (the “WCAS
            Purchasers”), the several persons named in Schedule II
            thereto (the “Blackstone
            Purchasers”), and Michael J. Small, as amended.
            Capitalized terms used but not defined herein shall have the meanings assigned to them
            in the Stockholders Agreement.


            
            WHEREAS, the parties to the Stockholders Agreement have determined that
            each of the Blackstone Purchasers (Blackstone CCC Capital Partners L.P., Blackstone CCC
            Offshore Capital Partners L.P. and Blackstone Family Investment Partnership III L.P.
            (collectively, the “Withdrawing
            Stockholders”), should no longer be parties to the
            Stockholders Agreement;


            
            WHEREAS, the parties to the Stockholders Agreement desire to amend the
            Stockholders Agreement as set forth herein;


            
            NOW, THEREFORE, for good and valuable consideration, the receipt and
            sufficiency of which are hereby acknowledged, the parties hereto agree as
            follows:


            
            1.       Section 1(a)(i) of the
            Stockholders Agreement is hereby amended and restated in its entirety to read in full
            as set forth below:


            
            “(i)      the authorized number of
            directors on the Board of Directors of the Company (the "Board") to be established at
            eleven;”


            
            2.         The parties to
            the Stockholders Agreement agree that, notwithstanding anything to the contrary in the
            Stockholders Agreement, effective on and as of the date of this Agreement, each of the
            Withdrawing Stockholders shall no longer be a party to, and shall have no rights and be
            entitled to no benefits under, nor have any obligations under, the Stockholders
            Agreement, except as provided in the next sentence. In consideration of the foregoing,
            the Company agrees with each of the Withdrawing Stockholders that, promptly after the
            delivery to the Company by such Withdrawing Stockholder of the certificates
            representing such Withdrawing Stockholder’s Common Stock, the Company shall take
            or cause to be taken such actions as may be necessary to cause such certificates to be
            reissued without any legend described in Section 10 of the Stockholders
            Agreement.


            
            3.         This Amendment
            shall not constitute an amendment or modification of any provision of, or schedule to,
            the Stockholders Agreement not expressly referred to herein. Except as expressly
            amended or modified herein, the provisions and schedules of the Stockholders Agreement
            are and shall remain in full force and effect.

            

            

            

            
            4.         This Amendment
            may be executed by one or more of the parties hereto on any number of separate
            counterparts and all such counterparts shall be deemed to be one and the same
            instrument. Each party hereto confirms that any facsimile copy of such party’s
            executed counterpart of this Amendment shall be deemed to be an executed original
            thereof.


            
            5.         This Amendment
            shall be governed by, enforceable under and construed in accordance with the laws of
            the State of Delaware, without regard to the principles of conflicts of law.


             


            
            2

            

            

            

            
            IN WITNESS WHEREOF, the Company and the Stockholders listed below have
            each caused this Amendment to be duly executed as of the date first above
            written.


            
             


            
                	
                            
                            CENTENNIAL COMMUNICATIONS CORP.

                        
	
                            
                            By:

                        	
                            
                            /s/ Tony L. Wolk

                        
	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            Tony L. Wolk

                        
	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Senior Vice President,

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            General Counsel

                        


            


             


             


            
                	
                            
                            WELSH, CARSON, ANDERSON & STOWE VII, L.P.

                        
	
                            
                            By:

                        	
                            
                            WCAS VII Partners, L.P., General Partner

                        
	
                            
                            By:

                        	
                            
                            /s/ Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                            Title:

                        	
                            
                             

                        


            


             


             


            
                	
                            
                            WELSH, CARSON, ANDERSON & STOWE VIII,
                            L.P.

                        
	
                            
                            By:

                        	
                            
                            WCAS VIII Associates, L.L.C., General Partner

                        
	
                            
                            By:

                        	
                            
                            /s/ Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                            Title:

                        	
                            
                             

                        


            


             


             


             


            
            3

            

            

            

             


            
                	
                            
                            WCAS CAPITAL PARTNERS III, L.P.

                        
	
                            
                            By:

                        	
                            
                            WCAS CP III Associates, L.L.C., General
                            Partner

                        
	
                            
                            By:

                        	
                            
                            /s/ Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                            Title:

                        	
                            
                             

                        


            


             


             


            
                	
                            
                            WCAS INFORMATION PARTNERS, L.P.

                        
	
                            
                            By:

                        	
                            
                            /s/ Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                            Title:

                        	
                            
                             

                        


            


             


             


            
                	
                            
                            Patrick J. Welsh


                            
                            Russell L. Carson


                            
                            Bruce K. Anderson


                            
                            Kristin M. Anderson Trust


                            
                            Mark S. Anderson Trust


                            
                            Daniel B. Anderson Trust


                            
                            Thomas E. McInerney


                            
                            Robert A. Minicucci


                            
                            Anthony J. de Nicola


                            
                            Paul B. Queally


                            
                            D. Scott Mackesy


                            
                            Laura M. VanBuren

                        
	
                            
                            By:

                        	
                            
                            /s/ Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            Jonathan M. Rather

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            As Attorney-in-fact

                        


            


             


             


             


            
            4

            

            

            

             


            
                	
                            
                            BLACKSTONE CCC CAPITAL PARTNERS L.P.

                        
	
                            
                            By:

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

                        
	
                            
                            By:

                        	
                            
                            /s/ Robert L. Friedman

                        
	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            Robert L. Friedman

                        
	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Authorized Person

                        


            


             


             


            
                	
                            
                            BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS L.P.

                        
	
                            
                            By:

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

                        
	
                            
                            By:

                        	
                            
                            /s/ Robert L. Friedman

                        
	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            Robert L. Friedman

                        
	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Authorized Person

                        


            


             


             


            
                	
                            
                            BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III
                            L.P.

                        
	
                            
                            By:

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

                        
	
                            
                            By:

                        	
                            
                            /s/ Robert L. Friedman

                        
	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            Robert L. Friedman

                        
	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Authorized Person

                        


            


             


             


            
                	
                            
                             

                        	
                            
                            /s/ Michael J. Small

                        
	
                            
                             

                        	
                            
                            Michael J. Small

                        	
                            
                             

                        


            


             


             


             


            
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