AMENDMENT NO. 4 AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

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Exhibit 10.1

AMENDMENT NO. 4 AND WAIVER TO THIRD AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT

         AMENDMENT NO. 4 AND WAIVER , dated as of August 24, 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.     Amendments to Certain Definitions.     

        (a)   Clause (i) of the definition of "EBITDA" contained in Section 1.01 of the DIP Credit Agreement is hereby amended by (x) deleting the word "and" at the end of clause (F) thereof and replacing it with a comma and (y) adding the following new clauses (G), (H) and (I) at the end of clause (F) thereof:

        "(G) the aggregate amount of any impairment charges recorded by any Loan Party during such period in respect of the write-down by any Loan Party of the carrying value of any indefinite lived intangible assets during such period, including, without limitation, the write-down by any Loan Party of the carrying value of goodwill and/or franchise rights during such period, made in connection with the evaluation of the carrying value of any such indefinite lived intangible assets in accordance with Statement of Financial Accounting Standards No. 142, Statement of Financial Accounting Standards No. 144 or other applicable financial accounting standards, (H) the aggregate amount of any losses incurred or charges recorded by any Loan Party during such period in connection with the transfer of any assets or properties by such Loan Party to any member of the Rigas Family or any affiliated entity or the write-off or write-down of any accounts or notes receivables by such Loan Party or any similar transaction or event, in each case, in connection with the consummation of the transactions contemplated by that certain Adelphia-Rigas Settlement Agreement, entered into as of April 25, 2005, by and among the Parent (on behalf of itself and its subsidiaries), the Rigas Family (as such term is defined therein) and Peter L. Venetis (the " Adelphia-Rigas Settlement Agreement ") and (I) the aggregate amount of any losses incurred or charges recorded by any Loan Party during such period in connection with the consummation of the transactions contemplated by that certain Interest Acquisition Agreement, made as of June 3, 2005, by and among ML Media Partners, L.P., Century Communications Corporation, Century-ML

Cable Venture, Century ML Cable Corp. and San Juan Cable, LLC (as in effect on the date of the effectiveness of Amendment No. 4 and Waiver to this Agreement, the " Puerto Rico Sale Agreement ") or any Related Agreement (as defined in the Puerto Rico Sale Agreement)".

        (b)   Clause (ii) of the definition of "EBITDA" contained in Section 1.01 of the DIP Credit Agreement is hereby amended and restated in its entirety to read as follows:

        "(ii) without duplication and to the extent included in determining such consolidated net income for such period, the sum of (A) any extraordinary gains for such period, (B) the aggregate amount of any gain recorded by any Loan Party during such period in connection with the transfer by any member of the Rigas Family or any affiliated entity to such Loan Party of any assets or properties (including securities of the Parent or any subsidiary thereof) in connection with the consummation of the transactions contemplated by the Adelphia-Rigas Settlement Agreement, and (C) the aggregate amount of any gain recorded by any Loan Party during such period in connection with the consummation of the transactions contemplated by the Puerto Rico Sale Agreement or any Related Agreement, all determined on a consolidated basis in accordance with GAAP (except as otherwise provided in this definition)."

        (c)   Clause (i) of the definition of "EBITDAR" contained in Section 1.01 of the DIP Credit Agreement is hereby amended by (x) deleting the word "and" at the end of clause (J) thereof and replacing it with a comma and (y) adding the following new clauses (K), (L) and (M) at the end of clause (J) thereof:

        "(K) the aggregate amount of any impairment charges recorded by any Loan Party in such Borrower Group during such period in respect of the write-down by any such Loan Party of the carrying value of any indefinite lived intangible assets during such period, including, without limitation, the write-down by any such Loan Party of the carrying value of goodwill and/or franchise rights during such period, made in connection with the evaluation of the carrying value of any such indefinite lived intangible assets in accordance with Statement of Financial Accounting Standards No. 142, Statement of Financial Accounting Standards No. 144 or other applicable financial accounting standards, (L) the aggregate amount of any losses incurred or charges recorded by any Loan Party in such Borrower Group during such period in connection with the transfer of any assets or properties by any such Loan Party to any member of the Rigas Family or any affiliated entity or the write-off or write-down of any accounts or notes receivables by any such Loan Party or any similar transaction or event, in each case, in connection with the consummation of the transactions contemplated by the Adelphia-Rigas Settlement Agreement and (M) the aggregate amount of any losses incurred or charges recorded by any Loan Party in such Borrower Group during such period in connection with the consummation of the transactions contemplated by the Puerto Rico Sale Agreement or any Related Agreement".

        (d)   Clause (ii) of the definition of "EBITDAR" contained in Section 1.01 of the DIP Credit Agreement is hereby amended and restated in its entirety to read as follows:

        "(ii) without duplication and to the extent included in determining such consolidated net income for such period, the sum of (A) any extraordinary gains recorded by any Loan Party in such Borrower Group for such period, (B) the aggregate amount of any gain recorded by any Loan Party in such Borrower Group during such period in connection with the transfer by any member of the Rigas Family or any affiliated entity to any such Loan Party of any assets or properties (including securities of the Parent or any subsidiary thereof) in connection with the consummation of the transactions contemplated by the Adelphia-Rigas Settlement Agreement and (C) the aggregate amount of any gain recorded by any Loan Party in such Borrower Group during such period in connection with the consummation of the transactions contemplated by the Puerto Rico Sale Agreement or any Related Agreement, all determined on a consolidated basis in accordance with GAAP (except as otherwise provided in this definition)."

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        Section 3.     Amendment to Section 2.14(a)(i)(y) of DIP Credit Agreement.     Section 2.14(a)(i)(y) of the DIP Credit Agreement is hereby amended by (x) deleting the semi-colon and the word "and" at the end of such Section and (y) replacing the foregoing with the following language:

        ", and provided further , that the parties hereto acknowledge and agree that the terms and conditions set forth in Section 2.14 of this Agreement, including the terms and conditions set forth in this Section 2.14(a)(i)(y), shall be applicable upon the receipt of any Net Proceeds by any Loan Party in the Borrower Group designated as the "Seven B" Borrower Group on Annex B hereto (the " Seven B Borrower Group ") in respect of the consummation of the transactions contemplated by the Puerto Rico Sale Agreement or any Related Agreement, it being agreed that (A) a Loan Party in the Seven B Borrower Group shall be deemed to have received Net Proceeds in respect of such transactions as and when proceeds are actually paid to any such Loan Party from the escrow account established in accordance with the terms of the Sellers Escrow Agreement (as defined in the Puerto Rico Sale Agreement), and (B) notwithstanding anything contained in this Section 2.14(a)(i)(y) to the contrary, in no event shall the Borrowing Limit of the Borrower in the Seven B Borrower Group be reduced to an amount less than $10,000,000 as a result of the consummation of the transactions contemplated by the Puerto Rico Sale Agreement and the Related Agreements; and".

        Section 4.     Extended Time Period for Delivery of Certain Financial Statements.     Section 5.01(a) of the DIP Credit Agreement is hereby amended to replace the parenthetical phrase "(but, in the case of the 2004 fiscal year, (1) with respect to the financial statements required to be delivered pursuant to clause (x) immediately below, no later than August 31, 2005, and (2) with respect to the financial statements required to be delivered pursuant to clause (y) immediately below, no later than September 30, 2005)," contained in the second, third and fourth lines of said Section 5.01(a) with the following parenthetical phrase:

        "(but, in the case of the 2004 fiscal year, (1) with respect to the financial statements required to be delivered pursuant to clause (x) immediately below, no later than October 31, 2005, and (2) with respect to the financial statements required to be delivered pursuant to clause (y) immediately below, no later than November 30, 2005),"

        Section 5.     Waiver of Terms Contained in Section 6.01 of DIP Credit Agreement.     Each DIP Lender hereby waives any Default or Event of Default arising under Sections 6.01 and 7.01(c) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of the incurrence, creation, assumption or suffering to exist of any Lien on any asset of any Loan Party, including cash, in accordance with the terms and conditions set forth in the Puerto Rico Sale Agreement (as such term is defined in Section 2.14(a)(i)(y) of the DIP Credit Agreement, as amended by Amendment No. 4 and Waiver thereto) or any Related Agreement, including the Sellers Escrow Agreement (as each such capitalized term is defined in the Puerto Rico Sale Agreement).

        Section 6.     Amendment to Section 6.10 of DIP Credit Agreement.     Section 6.10(a)(vi) of the DIP Credit Agreement is hereby amended be deleting the reference to "$10,000,000" contained therein and replacing such reference with "$15,000,000."

        Section 7.     Waiver of Asset Sale Basket in Section 6.11(iv) of the DIP Credit Agreement.     Each DIP Lender hereby waives any Default or Event of Default arising under Sections 6.11(iv) and 7.01(c) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of the sale, transfer or other disposition of any assets or other property, including joint venture interests, by any Loan Party effected in accordance with the terms and conditions set forth in the Puerto Rico Sale Agreement (as such term is defined in Section 2.14(a)(i)(y) of the DIP Credit Agreement, as amended by Amendment No. 4 and Waiver thereto) or any Related Agreement (as defined in the Puerto Rico Sale Agreement). In furtherance of the foregoing, each DIP Lender hereby acknowledges and agrees that the fair market value of any assets or other property, including joint venture interests,

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sold, transferred or otherwise disposed of by any Loan Party in accordance with the terms and conditions set forth in the Puerto Rico Sale Agreement or any Related Agreement, shall not count against or otherwise reduce the aggregate dollar amount of asset sales or other dispositions that the Loan Parties are permitted to consummate under Section 6.11(iv) of the DIP Credit Agreement without obtaining the prior written consent of the requisite number of DIP Lenders.

        Section 8.     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 9.     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. Subject to the foregoing, 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.

        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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