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

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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, X.X. XXXXXX 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.

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

		JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender
		By:		/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President
		CITICORP NORTH AMERICA, INC.
		By:		/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Authorized Signature
		WACHOVIA BANK, N.A.
		By:		/s/ XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Managing Director
		THE BANK OF NOVA SCOTIA
		By:		/s/ XXXXXXX X. XXXX Name: Xxxxxxx X. Xxxx Title: Director
		BANK OF AMERICA, N.A.
		By:		/s/ XXXXXXX X. XXXXXXXXXXX XX Name: Xxxxxxx X. Xxxxxxxxxxx XX Title: Senior Vice President
		GENERAL ELECTRIC CAPITAL CORPORATION
		By:		/s/ XXXXXXXXXXX XXX Name: Xxxxxxxxxxx Xxx Title: Duly Authorized Signatory

		CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
		By:		/s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director
		By:		/s/ XXXXXX X. XXXXXXX Name: Xxxxxx Xxxxxxx Title: Managing Director
		DEUTSCHE BANK AG NEW YORK BRANCH
		By:		/s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Director
		By:		/s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Director
		THE FOOTHILL GROUP, INC.
		By:		/s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Vice President
		CALYON NEW YORK BRANCH
		By:		/s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Director
		By:		/s/ XXXX XXXXXXXXX Name: Xxxx XxXxxxxxx Title: Director
		BANK OF MONTREAL
		By:		Name: Title:

		XXXXXXXXXX XXXX- xxx XXXXXXXXXXX XX, XXX XXXX BRANCH
		By:		Name: Title:
		By:		Name: Title:
		CIT LENDING SERVICES CORPORATION
		By:		/s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Vice President
		NAME OF LENDER: CANADIAN IMPERIAL BANK OF COMMERCE
		By:		/s/ XXXX X'XXXX Name: Xxxx X'Xxxx Title: Executive Director
		By:		/s/ XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Authorized Signatory
		NAME OF LENDER: CLASSIC CAYMAN B.D. LIMITED
		By:		/s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Authorized Signatory
		By:		/s/ XXXX XXXXXXXXXX Name: Xxxx Xxxxxxxxxx Title: Authorized Signatory
		NAME OF LENDER: COOKSMILL
		By:		/s/ XXXX X.X. XXXXXXXX Name: Xxxx X.X. Xxxxxxxx Title: Authorized Signatory

		DIAMOND SPRINGS TRADING LLC
		By:		/s/ XXXXXXXX X. XXXXXXX Name: Xxxxxxxx X. Xxxxxxx Title: Assistant Vice President
		NAME OF LENDER: FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND
		By:		/s/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Assistant Treasurer
		NAME OF LENDER: FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO
		By:		/s/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Assistant Treasurer
		NAME OF LENDER: FOOTHILL INCOME TRUST, L.P.
		By:		FIT GP, LLC, Its Gen Partner
		By:		/s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Managing Member
		NAME OF LENDER: HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY
		By:		Highland Capital Management, L.P., Its Investment Advisor
		By:		/s/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx Title: Assistant Secretary Highland Capital Management, L.P.

		XXXX XXXX MASTER TRUST IV
		By:		/s/ XXX X. XXXXXX Name: Xxx X. Xxxxxx Title: Authorized Agent
		NAME OF LENDER: PROTECTIVE LIFE INSURANCE COMPANY
		By:		/s/ XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: AVP
		NAME OF LENDER: SENIOR DEBT PORTFOLIO
		By:		Boston Management and Research as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: XXXXX XXXXX SENIOR INCOME TRUST
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President

		NAME OF LENDER: XXXXX XXXXX CDO III, LTD.
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: COSTANTINUS XXXXX XXXXX CDO V, LTD.
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: XXXXX XXXXX CDO VI LTD.
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: XXXXXXX & CO
		By:		Boston Management and Research as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President

		NAME OF LENDER: XXXXX XXXXX VT FLOATING-RATE INCOME FUND
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: XXXXX XXXXX LIMITED DURATION INCOME FUND
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: TOLLI & CO.
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: XXXXX XXXXX SENIOR FLOATING-RATE TRUST
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President

		NAME OF LENDER: XXXXX XXXXX FLOATING-RATE INCOME TRUST
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: XXXXX XXXXX SHORT DURATION DIVERSIFIED INCOME FUND
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX Name: Payson X. Xxxxxxxxx Title: Vice President
		NAME OF LENDER: SPLRET IV LOAN TRUST 2003-B
		By:		Wilmington Trust Company not in its individual capacity but solely as trustee
		By:		/s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Financial Services Officer
		NAME OF LENDER: THE TRAVELERS INSURANCE COMPANY
		By:		/s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Investment Officer
		LOAN PARTIES:
		ACC CABLE COMMUNICATIONS FL-VA, LLC
		By:		ACC Cable Holdings VA, Inc., its sole member

		ACC CABLE HOLDINGS VA, INC.
		ACC HOLDINGS II, LLC
		By:		ACC Operations, Inc., its sole member
		ACC INVESTMENT HOLDINGS, INC.
		ACC OPERATIONS, INC.
		ACC TELECOMMUNICATIONS HOLDINGS LLC
		By:		ACC Operations, Inc., its sole member
		ACC TELECOMMUNICATIONS LLC
		By:		ACC Telecommunications Holdings LLC, its sole member
		By:		ACC Operations, Inc., its sole member
		ACC TELECOMMUNICATIONS OF VIRGINIA LLC
		By:		ACC Telecommunications Holdings LLC, its sole member
		By:		ACC Operations, Inc., its sole member
		ACC-AMN HOLDINGS LLC
		By:		ACC Operations, Inc., its sole member
		ADELPHIA ACQUISITION SUBSIDIARY, INC.
		ADELPHIA ARIZONA, INC.
		ADELPHIA BLAIRSVILLE, LLC
		By:		Century Communications Corp., its sole member

		ADELPHIA CABLE PARTNERS, L.P.
		By:		Olympus Cable Holdings, LLC, its Managing General Partner
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA CABLEVISION ASSOCIATES, L.P.
		By:		Chelsea Communications, Inc., its general partner
		ADELPHIA CABLEVISION CORP.
		ADELPHIA CABLEVISION OF BOCA RATON, LLC
		By:		Adelphia Cablevision Corp., its sole member
		ADELPHIA CABLEVISION OF FONTANA LLC
		By:		Clear Cablevision, Inc., its sole member
		ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC
		By:		Clear Cablevision, Inc., its sole member
		ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA CABLEVISION, LLC
		By:		ACC Operations, Inc., its sole member
		ADELPHIA CABLEVISION OF NEW YORK, INC.

		XXXXXXXX XXXXXXXXXXX XX XXXXXXX XXXXX, LLC
		By:		Ft. Xxxxx Cablevision, LLC, its sole member
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC
		By:		Ft. Xxxxx Cablevision, LLC, its sole member
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC
		By:		Xxxxxxxxx Media, Inc., its sole member
		ADELPHIA CABLEVISION OF SAN BERNADINO, LLC
		By:		Clear Cablevision, Inc., its sole member
		ADELPHIA CABLEVISION OF SANTA XXX, LLC
		By:		UCA, LLC, its sole member
		By:		ACC Operations, Inc., its sole member
		ADELPHIA CABLEVISION OF SEAL BEACH, LLC
		By:		Manchester Cablevision, Inc., its sole member

		ADELPHIA CABLEVISION OF SIMI VALLEY, LLC
		By:		UCA, LLC, its sole member
		By:		ACC Operations, Inc., its sole member
		ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC
		By:		Century New Mexico Cable Television Corp., its sole member
		ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC
		By:		Sentinel Communications of Muncie, Indiana, Inc., its sole member
		ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC
		By:		Huntington CATV, Inc., its sole member
		ADELPHIA CALIFORNIA CABLEVISION, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA CENTRAL PENNSYLVANIA, LLC
		By:		National Cable Acquisition Associates, L.P., its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general Partner
		ADELPHIA CLEVELAND, LLC
		By:		Adelphia of the Midwest, Inc., its sole member
		ADELPHIA COMMUNICATIONS CORPORATION

		XXXXXXXX XXXXXXXXXXXXXX XX XXXXXXXXXX, LLC
		By:		Adelphia Cablevision Corp., its sole member
		ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC
		By:		Adelphia Cablevision Corp., its sole member
		ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC
		By:		FrontierVision, its sole member
		By:		FrontierVision Holdings, L.P., its general partner
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, L.L.C., its general partner
		By:		ACC Operations, Inc., its sole member
		ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.
		ADELPHIA COMPANY OF WESTERN CONNECTICUT
		ADELPHIA GENERAL HOLDINGS III, INC.
		ADELPHIA GS CABLE, LLC
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., it sole member
		By:		ACC Operations, Inc., its sole member
		ADELPHIA GP HOLDINGS, LLC
		By:		ACC Operations, Inc., its sole member

		ADELPHIA HARBOR CENTER HOLDINGS, LLC
		By:		ACC Operations, Inc., its sole member
		ADELPHIA HOLDINGS 2001, LLC
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., it sole member
		By:		ACC Operations, Inc., its managing partner
		ADELPHIA INTERNATIONAL II, LLC
		By:		ACC Operations, Inc., its member
		By:		Adelphia Communications International, Inc., its member
		ADELPHIA INTERNATIONAL III LLC
		By:		ACC Operations, Inc., its member
		By:		Adelphia Communications International, Inc., its member
		ADELPHIA OF THE MIDWEST, INC.
		ADELPHIA MOBILE PHONES
		ADELPHIA PINELLAS COUNTY, LLC
		By:		Ft. Xxxxx Cablevision, L.L.C., its sole member
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA PRESTIGE CABLEVISION, LLC
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its sole member
		ADELPHIA TELECOMMUNICATIONS, INC.

		XXXXXXXX XXXXXXXXXXXXXXXXXX XX XXXXXXX, INC.
		ADELPHIA WELLSVILLE, LLC
		By:		ACC Operations, Inc., its sole member
		ADELPHIA WESTERN NEW YORK HOLDINGS, LLC
		By:		ACC Operations, Inc., its sole member
		ARAHOVA COMMUNICATIONS, INC.
		ARAHOVA HOLDINGS, LLC
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		BADGER HOLDING CORPORATION
		BETTER TV, INC. OF BENNINGTON
		BLACKSBURG/SALEM CABLEVISION, INC.
		XXXXXX COMMUNICATIONS, INC.
		BUENAVISION TELECOMMUNICATIONS, INC.
		CABLE SENRY CORPORATION

		CALIFORNIA AD SALES, LLC
		By:		Ft. Xxxxx Cablevision, L.L.C., its sole member
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		CCC-III, INC.
		CCC-INDIANA, INC.
		CCH INDIANA, L.P.
		By:		CCC-Indiana, its general partner
		CDA CABLE, INC.
		CENTURY ADVERTISING, INC.
		CENTURY ALABAMA CORP
		CENTURY ALABAMA HOLDING CORP.
		CENTURY AUSTRALIA COMMUNICATIONS CORP.
		CENTURY BERKSHIRE CABLE CORP.
		CENTURY CABLE HOLDINGS, LLC
		By:		Century Cable Holding Corp., its sole member
		CENTURY CABLE HOLDING CORP.
		CENTURY CABLE MANAGEMENT CORPORATION
		CENTURY CABLE OF SOUTHERN CALIFORNIA

		CENTURY CABLEVISION HOLDINGS, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		CENTURY CAROLINA CORP.
		CENTURY COLORADO SPRINGS CORP.
		CENTURY COLORADO SPRINGS PARTNERSHIP
		By:		Paragon Cable Television Inc., a general partner
		CENTURY COMMUNICATIONS CORP.
		CENTURY CULLMAN CORP.
		CENTURY ENTERPRISE CABLE CORP.
		CENTURY EXCHANGE, LLC
		By:		Century Cable Holding Corp., its sole member
		CENTURY FEDERAL, INC.
		CENTURY GRANITE CABLE TELEVISION CORP.
		CENTURY HUNTINGTON COMPANY
		CENTURY INDIANA CORP.
		CENTURY ISLAND ASSOCIATES, INC.
		CENTURY ISLAND CABLE TELEVISION CORP.
		CENTURY INVESTMENT HOLDING CORP.
		CENTURY INVESTORS, INC.
		CENTURY KANSAS CABLE TELEVISION CORP.
		CENTURY XXXXXX CABLE CORP.

		CENTURY MENDOCINO CABLE TELEVISION, INC.
		CENTURY MISSISSIPPI CORP.
		CENTURY MOUNTAIN CORP.
		CENTURY NEW MEXICO CABLE TELEVISION CORP.
		CENTURY NORWICH CORP.
		CENTURY OHIO CABLE TELEVISION CORP.
		CENTURY OREGON CABLE CORP.
		CENTURY PACIFIC CABLE TV, INC.
		CENTURY PROGRAMMING, INC.
		CENTURY REALTY CORP.
		CENTURY SHASTA CABLE TELEVISION CORP.
		CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP.
		CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.
		By:		Century Exchange LLC, its general partner
		By:		Century Cable Holding Corp., its sole member
		CENTURY-TCI CALIFORNIA, L.P.
		By: Century-TCI California Communications, L.P., its general partner
		By:		Century Exchange LLC, its general partner
		By:		Century Cable Holding Corp., its sole member

		CENTURY-TCI HOLDINGS, LLC
		By:		Century-TCI California Communications, L.P., its general partner
		By:		Century Exchange LLC, its general partner
		By:		Century Cable Holding Corp., its sole member
		CENTURY TRINIDAD CABLE TELEVISION CORP.
		CENTURY VIRGINIA CORP.
		CENTURY VOICE AND DATA COMMUNICATIONS, INC.
		CENTURY XXXXXXX CABLE CORP.
		CENTURY WASHINGTON CABLE TELEVISION, INC.
		CENTURY WYOMING CABLE TELEVISION CORP.
		CHELSEA COMMUNICATIONS, INC.
		CHELSEA COMMUNICATIONS, LLC
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		CHESTNUT STREET SERVICES, LLC
		By:		ACC Operations, Inc., its sole member
		CLEAR CABLEVISION, INC.

		CMA CABLEVISION ASSOCIATES VII, L.P.
		By:		Tele-Media Company of Tri-States, L.P., its general partner
		By:		Tri-States, L.L.C., its general partner
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its managing general partner
		CMA CABLEVISION ASSOCIATES XI, LIMITED PARTNERSHIP
		By:		Tele-Media Company of Tri-States, L.P., its general partner
		By:		Tri-States, L.L.C., its general partner
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its managing general partner
		CORAL SECURITY, INC.
		COWLITZ CABLEVISION, INC.
		CP-MDU I LLC
		By:		Adelphia California Cablevision, L.L.C., its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		CP-MDU II LLC
		By:		Adelphia California Cablevision, L.L.C., its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner

		E.& E. CABLE SERVICE, INC.
		EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC
		By:		Eastern Virginia Cablevision, L.P., its sole member
		By:		TMC Holdings Corporation, its general partner
		EASTERN VIRGINIA CABLEVISION, L.P.
		By:		TMC Holdings Corporation, its general partner
		EMPIRE SPORTS NETWORK, L.P.
		By:		Parnassos Communications, L.P., its general partner
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FAE CABLE MANAGEMENT CORP.
		FOP INDIANA, L.P.
		By:		FrontierVision Cable New England, Inc., its general partner
		FRONTIERVISION ACCESS PARTNERS, LLC
		By:		FrontierVision Operating Partners, L.P., its sole member
		By:		FrontierVision Holdings, L.P., its general partner
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FRONTIERVISION CABLE NEW ENGLAND, INC.
		FRONTIERVISION CAPITAL CORPORATION

		FRONTIERVISION HOLDINGS CAPITAL CORPORATION
		FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
		FRONTIERVISION HOLDINGS L.L.C.
		By:		FrontierVision Partners, L.P., its sole member
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FRONTIERVISION HOLDINGS L.P.
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FRONTIERVISION OPERATING PARTNERS L.L.C.
		By:		FrontierVision Holdings, L.P., its sole member
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FRONTIERVISION OPERATING PARTNERS L.P.
		By:		FrontierVision Holdings, L.P., its general partner
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member

		FRONTIERVISION PARTNERS L.P.
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FT. XXXXX ACQUISITION LIMITED PARTNERSHIP
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		FT. XXXXX CABLEVISION, LLC
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		GENESIS CABLE COMMUNICATIONS SUBSIDIARY, L.L.C.
		By:		ACC Cable Communications FL-VA, LLC, its sole member
		By:		ACC Cable Holdings VA, Inc., its sole member
		GLOBAL ACQUISITION PARTNERS, L.P.
		By:		Global Cablevision II, LLC, its general partner
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		GLOBAL CABLEVISION II, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing partner

		THE GOLF CLUB AT WENDING CREEK FARMS, LLC
		By:		ACC Operations, Inc., its sole member
		GRAFTON CABLE COMPANY
		GS CABLE LLC
		By:		Adelphia GS Cable, LLC, its sole member
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		GS TELECOMMUNICATIONS LLC
		By:		GS Cable, LLC, its sole member
		By:		Adelphia GS Cable, LLC, its sole member
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		XXXXXX CABLEVISION OF NEW HAMPSHIRE, INC.
		HUNTINGTON CATV, INC.
		IMPERIAL VALLEY CABLEVISION, INC.
		KALAMAZOO COUNTY CABLEVISION, INC.

		KEY BISCAYNE CABLEVISION
		By:		Adelphia Cable Partners, LP, a general partner
		By:		Olympus Cable Holdings, LLC, its managing general partner
		By		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		KOOTENAI CABLE, INC.
		LAKE CHAMPLAIN CABLE TELEVISION CORPORATION
		LEADERSHIP ACQUISITION LIMITED PARTNERSHIP
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		LOUISA CABLEVISION, INC.
		MANCHESTER CABLEVISION, INC
		MARTHA'S VINEYARD CABLEVISION, L.P.
		By:		Century Cable Holdings, LLC, its general partner
		By:		Century Cable Holding Corp., its sole member
		MERCURY COMMUNICATIONS, INC.
		XXXXXXXXX MEDIA, INC.
		XXXXXXXXX MEDIA OF FLORIDA, INC.
		MONUMENT COLORADO CABLEVISION, INC.
		MOUNTAIN CABLE COMMUNICATIONS CORPORATION

		MOUNTAIN CABLE COMPANY, L.P.
		By:		Pericles Communications Corporation, its managing general partner
		XXXXXXXXXX CABLEVISION, INC.
		MT. LEBANON CABLEVISION, INC.
		MULTI-CHANNEL T.V. CABLE COMPANY
		NATIONAL CABLE ACQUISITION ASSOCIATES, L.P.
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		OLYMPUS CABLE HOLDINGS, LLC
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		OLYMPUS CAPITAL CORPORATION
		OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C.
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		OLYMPUS COMMUNICATIONS, L.P.
		By:		ACC Operations, Inc., its managing general partner

		OLYMPUS SUBSIDIARY, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		OWENSBORO-BRUNSWICK, INC.
		OWENSBORO INDIANA, L.P.
		By:		Century Granite Cable Television Corp., its general partner
		OWENSBORO ON THE AIR, INC.
		PAGE TIME, INC.
		PARAGON CABLE TELEVISION INC.
		PARAGON CABLEVISION CONSTRUCTION CORPORATION
		PARAGON CABLEVISION MANAGEMENT CORPORATION
		PARNASSOS COMMUNICATIONS, L.P.
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		PARNASSOS HOLDINGS, LLC
		By:		Parnassos Communications, L.P., its sole member
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member

		PARNASSOS, L.P.
		By:		Parnassos Communications, L.P., its general partner
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		PERICLES COMMUNICATIONS CORPORATION
		PULLMAN TV CABLE CO., INC.
		RENTAVISION OF BRUNSWICK, INC.
		RICHMOND CABLE TELEVISION CORPORATION
		RIGPAL COMMUNICATIONS, INC.
		XXXXXXXX/PLUM CABLEVISION
		By:		Olympus Subsidiary, LLC, its general partner
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		SABRES, INC.
		SCRANTON CABLEVISION, INC.
		SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.
		SOUTHEAST FLORIDA CABLE, INC.
		SOUTHWEST COLORADO CABLE, INC.
		SOUTHWEST VIRGINIA CABLE, INC.
		S/T CABLE CORPORATION
		STAR CABLE INC.

		STARPOINT, LIMITED PARTNERSHIP
		By:		West Boca Acquisition Limited Partnership, its general partner
		By:		Adelphia Cable Partners, L.P., its general partner
		By:		Olympus Cable Holdings, LLC, its managing general partner
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		SVHH CABLE ACQUISITION, L.P.
		By:		SVhh Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		SVHH HOLDINGS, LLC
		By:		ACC Operations, Inc., its sole member
		TELE-MEDIA COMPANY OF HOPEWELL-PRINCE XXXXXX
		By:		Eastern Virginia Cablevision Holdings, LLC, its managing general partner
		By:		Eastern Virginia Cablevision, L.P., its sole member
		By:		TMC Holdings Corporation, its general partner
		TELE-MEDIA COMPANY OF TRI-STATES L.P.
		By:		Tri-States, L.L.C., its general partner
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its sole member

		TELE-MEDIA INVESTMENT PARTNERSHIP, L.P.
		By:		National Cable Acquisition Associates, L.P., a general partner
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		TELESAT ACQUISITION, LLC
		By:		Arahova Holdings, LLC, its sole member
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		TELESTAT ACQUISITION LIMITED PARTNERSHIP
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		THE MAIN INTERNETWORKS, INC.
		THE XXXXXXXX T.V. CABLE CO., INCORPORATED

		THREE RIVERS CABLE ASSOCIATES, L.P.
		By:		Chelsea Communications, LLC, a general partner
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		And By: Mt. Lebanon Cablevision, Inc., a general partner
		TIMOTHEOS COMMUNICATIONS, L.P.
		By:		Olympus Communications Holdings, L.L.C., its general partner
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		TMC HOLDINGS CORPORATION
		TMC HOLDINGS, LLC
		TRI-STATES, L.L.C.
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its sole member
		UCA LLC
		By:		ACC Operations, Inc., its sole member
		U.S. TELE-MEDIA INVESTMENT COMPANY
		UPPER ST. CLAIR CABLEVISION, INC.
		VALLEY VIDEO, INC.
		VAN BUREN COUNTY CABLEVISION, INC.

		XXXXXXX CABLEVISION, INC.
		XXXXXXX INDIANA, L.P.
		By:		CCC-III, Inc., its general partner
		WELLSVILLE CABLEVISION, L.L.C.
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its sole member
		WEST BOCA ACQUISITION LIMITED PARTNERSHIP
		By:		Adelphia Cable Partners, L.P., its general partner
		By:		Olympus Cable Holdings, LLC, its managing general partner
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		WESTERN NY CABLEVISION, L.P.
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc, its sole member
		WESTVIEW SECURITY, INC.
		WILDERNESS CABLE COMPANY
		YOUNG'S CABLE TV CORP.
		YUMA CABLEVISION, INC.
		By:		/s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer

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

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

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