AMENDMENT NO. 1 AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 AND WAIVER TO THIRD AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT

         AMENDMENT NO. 1 AND WAIVER , dated as of April 8, 2005 (this " Amendment ") to the Third Amended and Restated Credit and Guaranty Agreement dated as of February 25, 2005 (as in effect immediately prior to the effectiveness of this Amendment, the " DIP Credit Agreement "), among UCA LLC , CENTURY CABLE HOLDINGS , LLC , CENTURY-TCI CALIFORNIA, L.P. , OLYMPUS CABLE HOLDINGS, LLC , PARNASSOS, L.P. , FRONTIERVISION OPERATING PARTNERS, L.P. , ACC INVESTMENT HOLDINGS, INC. , ARAHOVA COMMUNICATIONS, INC. , and ADELPHIA CALIFORNIA CABLEVISION, LLC , as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A. , as Administrative Agent, CITIGROUP GLOBAL MARKETS INC. , as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC. , as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC. , as Collateral Agent, WACHOVIA BANK, N.A. , as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION , as Co-Documentation Agents.

W I T N E S S E T H:

        WHEREAS, the parties hereto desire to waive and amend certain provisions of the DIP Credit Agreement as set forth herein.

        NOW, THEREFORE, the parties hereto agree as follows:

        Section 1. Definitions; References . Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the DIP Credit Agreement (as amended hereby). Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the DIP Credit Agreement shall, after the date of effectiveness of this Amendment, refer to the DIP Credit Agreement as amended hereby.

        Section 2. Waiver . Each DIP Lender hereby waives any Default or Event of Default arising under Section 7.01(c) (in connection with a breach of Section 6.05(a) or Section 6.05(b) of the DIP Credit Agreement), Section 6.05(a) or Section 6.05(b) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of the Loan Parties having recorded (whether prior to the date hereof or hereafter) a non-cash charge in an aggregate amount of up to $450,000,000 in connection with a potential settlement of certain asserted or potential claims by certain departments or agencies of the United States Government against certain of the Loan Parties, which amount shall include any related costs and expenses incurred by the Loan Parties in connection therewith.

        Section 3. Amendment of Certain Definitions. (a) The definition of "EBITDA" set forth in Section 1.01 of the DIP Credit Agreement is hereby amended by amending and restating clause (E) thereof in its entirety to read as follows:

•         "(E) any extraordinary non-cash charges for such period, including, without limitation, and notwithstanding any terms of GAAP to the contrary, (1) any such extraordinary non-cash charge for such period arising from the write-off of any deferred financing costs relating to the financing arrangements of the Loan Parties entered into prior to the Petition Date and/or (2) any such extraordinary non-cash charge for such period arising from the Loan Parties having recorded in such period a non-cash charge in an aggregate amount of up to $450,000,000 in connection with a potential settlement of certain asserted or potential claims by certain departments or agencies of the United States Government against certain of the Loan Parties (which amount shall include any related costs and expenses incurred by the Loan Parties in connection therewith), and minus".

        (b)   The definition of "EBITDAR" set forth in Section 1.01 of the DIP Credit Agreement is hereby amended by amending and restating clause (F) thereof in its entirety to read as follows:

•         "(F) any extraordinary non-cash charges for such period, including, without limitation, and notwithstanding any terms of GAAP to the contrary, (1) any such extraordinary non-cash charge for such period arising from the write-off of any deferred financing costs relating to the financing arrangements of the Loan Parties entered into prior to the Petition Date and/or (2) any such extraordinary non-cash charge for such period arising from the Loan Parties having recorded in such period a non-cash charge in an aggregate amount of up to $450,000,000 in connection with a potential settlement of certain asserted or potential claims by certain departments or agencies of the United States Government against certain of the Loan Parties (which amount shall include any related costs and expenses incurred by the Loan Parties in connection therewith), and minus".

        Section 4. Limitation Acknowledgment . The Loan Parties expressly acknowledge and agree that the amendments and waivers contained in this Amendment (a) relate solely to the extraordinary non-cash charges (including any related costs and expenses) that have been or will be recorded by the Loan Parties in connection with the settlement of the asserted or potential claims by certain departments or agencies of the United States Government against certain of the Loan Parties and (b) shall not diminish or otherwise modify or amend any rights the Agents and/or the DIP Lenders may have in connection with the effectiveness of the actual settlement of any such claims and the implementation of the terms ultimately agreed to in connection therewith, all of which rights are hereby expressly preserved on the terms and conditions set forth in the DIP Credit Agreement and the other Loan Documents.

        Section 5. GOVERNING LAW . THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE.

        Section 6. Counterparts; Effectiveness . This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders. This Amendment shall be deemed effective in the case of any party as to which an executed counterpart shall not have been received, if the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding on all parties hereto.

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

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