Amendment No. 1 and Waiver to Second Amended and Restated Credit and Guaranty Agreement among UCA LLC, Century Cable Holdings, LLC, and Others, and JPMorgan Chase Bank, as Administrative Agent

Exhibit 10.1

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

        AMENDMENT NO. 1 AND WAIVER, dated as of July 21, 2004 (this "Amendment") to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004 (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, 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 amend and/or waive 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 Definition of EBITDAR.    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 (i)(H) thereof and replacing it with a comma, (y) adding the word "and" and the following new clause (i)(J) at the end of clause (i)(I) thereof:

        "(J) with respect to the Joint and Several Borrower Group only, and notwithstanding the requirements of GAAP, an amount equal to the aggregate amount of EBITDAR for the period commencing on May 1, 2003 and ending on April 30, 2004 attributable to the competitive local exchange carrier business that was transferred by the Parent and its Affiliates to Adelphia Business Solutions, Inc. (d/b/a TelCove) in connection with the settlement of certain disputes between such entities (with the EBITDAR of such competitive local exchange carrier business being computed based on the definition of such term as set forth in the DIP Credit Agreement immediately prior to giving effect to Amendment No. 1 and Waiver to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004)."

and (z) adding the parenthetical phrase "(except as otherwise provided in this definition)" at the end of such definition.

        Section 3.    Amendment to Section 1.02 of the DIP Credit Agreement.    The proviso contained in the last sentence of Section 1.02 of the DIP Credit Agreement is replaced in its entirety with the following:

        "provided, however, that for purposes of determining compliance with any covenant set forth in Sections 6.04 or 6.05 of this Agreement, such terms shall be construed in accordance with GAAP, except as otherwise set forth in such Sections and any definitions referred to therein."

        Section 4.    Waiver Relating to Certain Pre-Petition Letters of Credit.    Each DIP Lender hereby waives any Default or Event of Default arising under Sections 3.06, 6.01, 7.01(a) and 7.01(c) of the DIP

Credit Agreement, solely to the extent that any such Default or Event of Default arises from the Loan Parties having deposited cash in an account or accounts maintained with Wachovia Bank, National Association ("Wachovia"), which cash secures the obligations of certain Loan Parties under certain letters of credit initially issued prior to the Petition Date by Wachovia (such letters of credit are hereinafter referred to as the "Wachovia Pre-Petition L/Cs"), it being understood and agreed that the aggregate amount of cash collateral that is or may hereafter be on deposit with Wachovia to secure such Wachovia Pre-Petition L/Cs shall not exceed $1,000,000 in the aggregate.

        Section 5.    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 equity securities, of Starpoint, Limited Partnership, Cable Sentry Corporation, Coral Security, Inc., Westview Security, Inc. and/or Maine Security Surveillance or any other assets or other property otherwise relating to or comprising the security business presently being conducted by the Loan Parties and/or Affiliates thereof (collectively, the "Security Business"). Notwithstanding the foregoing, the waiver set forth in this Section 5 shall only be effective to the extent that, if required, the Loan Parties shall have received an order of the Bankruptcy Court approving the terms of any such sale, transfer or other disposition of the Security Business, it being expressly understood and agreed that to the extent the Bankruptcy Court does not issue an order approving the terms of any such sale, transfer or other disposition of the Security Business, if such order is required to consummate any such transaction, the waiver set forth in this Section 5 with respect to the asset and property transfers and dispositions to be made pursuant to the terms hereof shall be null and void and of no further force or effect. In furtherance of the foregoing, and subject to the terms of the immediately preceding sentence hereof, each DIP Lender hereby acknowledges and agrees that the fair market value of any assets or other property, including equity securities, sold, transferred or otherwise disposed of as contemplated by the foregoing provisions of this Section 5, 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 Required DIP Lenders.

        Section 6.    Waiver of Certain Pre-Petition Payments Under Section 7.01(l) of the DIP Credit Agreement.    Each DIP Lender hereby waives any Default or Event of Default arising under Section 7.01(l) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of any Pre-Petition Payment made by any Loan Party to (A) a certain vendor and/or affiliates of such vendor as a cure payment (whether by way of a cash payment, setoff, recoupment or otherwise) in connection with the assumption or renegotiation by the Loan Parties of certain contracts entered into by the Loan Parties with such vendor and/or affiliates of such vendor prior to the Petition Date, it being understood and agreed that the aggregate amount of Pre-Petition Payments (whether by way of a cash payment, setoff, recoupment or otherwise) to be made to such vendor and/or its affiliates shall not exceed $13,600,000 (the Pre-Petition Payments contemplated by this clause (A) are hereinafter referred to as the "Vendor Payments") or (B) the United States Copyright Office in connection with the resolution and settlement of any and all claims relating to (x) the adversary proceeding commenced in the Bankruptcy Court captioned as Buena Vista, et. al. v. Adelphia Communications Corporation, et. al., Adv. Pro. 03-6967 (REG) and (y) a related proceeding commenced in the United States District Court for the Southern District of New York against certain present and former officers and directors of the Loan Parties bearing Case Number 03 Civ. 9555 (JSR) (collectively, the "Copyright Cases"), it being understood and agreed that the aggregate amount of the Pre-Petition Payment to be made to the United States Copyright Office in connection with the resolution and settlement of the Copyright Cases shall not exceed $8,500,000 (the Pre-Petition Payment contemplated by this clause (B) is hereinafter referred to as the "Copyright Payment"). Notwithstanding the foregoing, the parties hereto hereby acknowledge and agree that the effectiveness of the waivers with respect to the Vendor Payments and the Copyright Payment to be made by the Loan Parties pursuant to clauses (A) and (B) in the

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immediately preceding sentence hereof shall be conditioned upon the receipt by the Loan Parties of an order of the Bankruptcy Court approving the Vendor Payments or the Copyright Payment, as the case may be, and any and all terms, agreements or other documents related thereto or being executed in connection therewith, it being expressly understood and agreed that to the extent the Bankruptcy Court does not issue an order approving the terms of a Vendor Payment or the Copyright Payment, as the case may be, then the waiver with respect to such Pre-Petition Payment that was not approved by the Bankruptcy Court shall be null and void and of no further force or effect.

        Section 7.    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 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. Subject to the immediately following proviso and the immediately following sentence hereof, 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; provided, that the waivers contemplated by Sections 5 and 6 hereof shall not become effective until the conditions to the effectiveness of such waivers shall have been satisfied in accordance with the terms thereof. 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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