AMENDMENT NO. 5

EXHIBIT 10.01

AMENDMENT NO. 5

TO

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 5 dated as of April 14, 2003 under the Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (as amended and 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, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP USA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, FLEET NATIONAL BANK, 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 amend 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. New Definitions Relating to the Creation of the Real Estate SPV’s. The following definitions are added in alphabetical order in Section 1.01 of the DIP Credit Agreement:

“Qualifying SPV” shall mean an SPV (i) that has executed and delivered to the Administrative Agent an SPV Guarantee, (ii) that has executed a deed of

trust, mortgage or other security document pursuant to which such SPV has provided to the Collateral Agent, for the ratable benefit of the Agents, the Fronting Banks and the DIP Lenders, a perfected first priority Lien on any Rigas Real Property held by such SPV (subject only to such Liens as shall exist on the date of execution of such document and tax and other Liens arising by operation of law), which document shall contain the automatic release of Lien provisions described in Section 5(e) of Amendment No. 5 to this Agreement, and (iii) all of the Equity Interests of which shall be subject to a perfected first priority Lien for the ratable benefit of the Agents, the Fronting Banks and the DIP Lenders (subject to no other Liens); provided that the requirements set forth in clause (ii) shall apply at any time to an SPV only if at such time such SPV shall hold Rigas Real Property having a fair market value in excess of $50,000, as determined in good faith by the Parent. A Qualifying SPV may, but is not required to, have filed a voluntary petition with the Bankruptcy Court initiating a case under chapter 11 of the Bankruptcy Code.

“Real Property Proceeds Account” shall mean the account established by the Parent under the sole and exclusive control of the Collateral Agent maintained at the office of the Collateral Agent at 338 Greenwich Street, New York, New York 10013 designated as the “Real Property Proceeds Account” and used solely for the purposes set forth in Section 5.15.

“Rigas Real Property” shall mean any parcel of real property, together with improvements thereon, either (i) used by or for which title is held by a member of the Rigas family and with respect to which property any Loan Party has made payments or claims title to, or (ii) located at 4652 Route 6 West, Ulysses, Pennsylvania or 333 Frey Avenue, Vestal, New York.

“SPV” shall mean a newly created wholly-owned Subsidiary of the Parent that does not conduct any business other than (i) the holding, administering, insuring, marketing and disposing of one or more Rigas Real Properties, and (ii) the distribution of the proceeds of any such disposition to the Parent as contemplated by Section 5.15.

“SPV Guarantee” shall mean a guarantee substantially in the form of Exhibit G.

Section 3. Addition of Form of SPV Guarantee; Conforming Changes Related to the SPV Guarantees. (a) A New Exhibit G to the DIP Credit Agreement is added immediately after Exhibit F thereto, to read in its entirety as set forth in Exhibit G to this Amendment.

(b) Section 7.01(c) of the DIP Credit Agreement is amended by adding the phrase “or Section 5.15 or any covenant contained in any SPV Guarantee” immediately after the reference to “Article 6” contained therein.

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(c) Section 9.03(a) of the DIP Credit Agreement is amended by adding the phrase “or pursuant to an SPV Guarantee” immediately after the reference to “this Article 9” contained in clause (ii) thereof.

(d) Section 10.10(a) of the DIP Credit Agreement is amended by adding the following sentence at the end thereof: “No modification, amendment or waiver of any provision of any SPV Guarantee and no consent to any departure by any SPV Guarantor party thereto therefrom shall in any event be effective unless entered into in accordance therewith.”

Section 4. Overriding Provisions Regarding Qualifying SPV’s. Notwithstanding anything to the contrary in the DIP Credit Agreement (including without limitation Article 9 thereof) or any other Loan Document:

(a) each Qualifying SPV (as defined in the DIP Credit Agreement as amended hereby) shall be liable for the obligations of any other Loan Party solely to the extent, and subject to the terms and conditions, set forth in its SPV Guarantee (and its “Guaranteed Obligations” for purposes of the Loan Documents shall be only its “Guaranteed Obligations” specified therein);

(b) none of the Administrative Agent, the Collateral Agent, any Fronting Bank or any DIP Lender shall have any right to exercise any remedies against any Qualifying SPV under its SPV Guarantee (as defined in the DIP Credit Agreement as amended hereby), or any deed of trust, mortgage or other security document to which any Qualifying SPV (as defined in the DIP Credit Agreement as amended hereby) is a party unless and until the Allocation Order (as defined in the DIP Credit Agreement as amended hereby) with respect to such Qualifying SPV shall have been entered;

(c) each Qualifying SPV Guarantee shall constitute a “Loan Document” and each deed of trust, mortgage or other security document executed by any Qualifying SPV as contemplated by clause (ii) of the definition thereof shall constitute a “Loan Document”;

(d) each Qualifying SPV shall constitute a “Loan Party” under the DIP Credit Agreement; provided however that no Qualifying SPV shall make or be deemed to have made on any date any of the representations set forth in the DIP Credit Agreement or any other Loan Document or be required to comply with any of the covenants or agreements set forth in the DIP Credit Agreement or any other Loan Document (other than (i) its SPV Guarantee and (ii) the provisions of Section 2.14 with respect to any Reduction Event); and

(e) in no event will any Loan Party make any Intercompany Advance to any Qualifying SPV, other than an Investment made in accordance with clause (vi) of Section 6.10(a).

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Section 5. Provisions Regarding the Holding and the Disposition of Rigas Real Property. (a) Permission to Hold Rigas Real Property. Section 6.10(a) of the DIP Credit Agreement is amended by (i) deleting the “and” at the end of clause (viii) thereof and replacing it with a comma, and (ii) adding the word “and” and the following new clause (x) at the end of clause (ix) thereof:

(x) ownership by any Loan Party of the Equity Interests of any Qualifying SPV (so long as such Equity Interests are subject to a perfected first priority Lien for the ratable benefit of the Agents, the Fronting Banks and the DIP Lenders);

(b) No DIP Reductions Until Proceeds are Allocated by Court Order. (i) The following new definition of “Allocation Order” is added in alphabetical order in Section 1.01 of the DIP Credit Agreement:

“Allocation Order” shall mean, with respect to any SPV Guarantor, an order of the Bankruptcy Court specifying the Borrower Group or Borrower Groups to which each Rigas Real Property held by such SPV Guarantor is allocable (or, if any such Rigas Real Property has been disposed of prior to the date of entry of such order, the Borrower Group or Borrower Groups to which the net proceeds from the sale or other disposition thereof is allocable) and, if such Rigas Real Property (or such net proceeds) is allocable to more than one Borrower Group, the portion of the fair market value or amount thereof allocable to each applicable Borrower Group.

(ii) The definition of “Reduction Event” contained in Section 1.01 of the DIP Credit Agreement is amended by adding the following proviso at the end thereof:

;provided that a sale, lease, transfer or other disposition by any Qualifying SPV of any Rigas Real Property (an “SPV Asset Sale”) shall constitute a “Reduction Event” solely from and after the date the applicable Allocation Order shall have been entered. If an SPV Asset Sale has occurred prior to the entry of the applicable Allocation Order, such SPV Asset Sale shall be deemed to be a “Reduction Event” on the date on which such Allocation Order is entered, at which time the provisions of Section 2.14 shall apply.

(d) Deposit of Sale Proceeds in Parent Account Pending Allocation. A new Section 5.15 is added to the DIP Credit Agreement immediately after Section 5.14 thereof, to read in its entirety as follows:

SECTION 5.15. Real Property Proceeds Account. Promptly, and in any event within three Business Days after the consummation of any disposition of any Rigas Real Property, the Parent shall cause the Qualifying SPV that has consummated such disposition to distribute the Net Proceeds thereof to the Parent

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by depositing such Net Proceeds in the Real Property Proceeds Account. All amounts on deposit from time to time in the Real Property Proceeds Account shall be invested by the Collateral Agent in Permitted Investments and no Loan Party shall have the right to withdraw any such amounts at any time. The Real Property Proceeds Account and all amounts on deposit therein from time to time, and all Permitted Investments thereon, shall constitute “Collateral”; provided that, notwithstanding anything to the contrary in any Loan Document, none of the Administrative Agent, the Collateral Agent, any Fronting Bank or any DIP Lender shall have any right to withdraw any amount on deposit in the Real Property Proceeds Account or exercise any rights or remedies against the Real Property Proceeds Account unless and until the Allocation Order with respect to the relevant proceeds shall have been entered (on and after which time any such rights and remedies may be exercised in accordance with the provisions of the Loan Documents). On the date on which a “Reduction Event” shall be deemed to have occurred pursuant to the last sentence of the definition thereof, the Collateral Agent shall withdraw from the Real Property Proceeds Account the amount of Net Proceeds with respect to such Reduction Event and apply such Net Proceeds in accordance with Section 2.14 and the applicable Allocation Order.

(e) Release of Lien upon Sale. The Lien of the Agents, the Fronting Banks and the DIP Lenders on any Rigas Real Property sold by any Qualifying SPV (but not on any proceeds thereof) shall be released automatically and without any further action on the part of the Agents, the Fronting Banks and the DIP Lenders upon the effective date of such sale. The Collateral Agent shall do such acts and execute and deliver such documents as may be reasonably requested from time to time by the applicable Qualifying SPV for the purpose of evidencing the release of any such Lien.

Section 6. Extended Time Period for Delivery of The Long-Term Budget. (a) Monthly Usage Limit Calculation. The definition of “Monthly Usage Limit” contained in Section 1.01 of the DIP Credit Agreement is amended by replacing the words “244^th Day” with the words “May 27, 2003”.

(b) Delivery of Long-Term Budget. Section 5.01(l)(i) of the DIP Credit Agreement is amended by replacing the words “April 15, 2003” in the first line thereof with the words “April 24, 2003”.

(c) Occurrence of Covenant Addendum Date. Section 7.01(s) of the DIP Credit Agreement is amended to read its entirety as follows:

“(s) the Covenant Addendum Date shall not have occurred on or prior to May 27, 2003; or”.

Section 7. GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED

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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 8. 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 (other than Section 6(b) hereof, which 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 Co-Lead Arrangers). In the case of any party as to which an executed counterpart shall not have been received, 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 any section 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 by their respective authorized officers as of the day and year first above written.