EXHIBIT 10.01.3

AMENDED AND RESTATED
MANAGEMENT AGREEMENT
AND
JOINT VENTURE AGREEMENT
OF CENTURY/ML CABLE VENTURE

January 1, 1994

The parties to this agreement (referred to as the "Venturers") are Century Communications Corp., a Texas corporation ("Century"), and ML Media Partners, L. P., a
Delaware limited partnership ("ML Media").

RECITALS

A.    Pursuant
to an agreement dated July 2, 1986, Century and ML Media formed a joint venture (the "Joint Venture") for the purpose of acquiring at least ninety percent
of the outstanding shares of common stock of Cable Television Company of Greater San Juan, Inc. (the "Company"), a California corporation that owned and operated a cable television system (the
"Original System") in San Juan, Puerto Rico. The Joint Venture, in turn, organized as a wholly-owned subsidiary Century-ML Cable Corporation, a Delaware corporation (the "Subsidiary").

B.    Pursuant
to a Management Agreement and Joint Venture Agreement dated December 16, 1986 (the "1986 Agreement"), the Venturers provided for the continuance and
governance of the Joint Venture, the contributions to the Joint Venture that were required for the acquisition by the Subsidiary of the Company's shares, the liquidation of the Company into the
Subsidiary, and the ownership and operation of the Original System by the Subsidiary, including the appointment of Century as manager of the Original System.

C.    On
September 21, 1987, the Joint Venture acquired cable television systems serving Toa Alta, Catano and Toa Baja, Puerto Rico (together with the Original System,
the "Systems") and amended the 1986 Agreement to appoint Century as the manager of those systems.

D.    On
February 15, 1989, Century and ML Media formed a joint venture known as Century-ML Radio Venture (the "Radio Venture") to acquire Acosta
Broadcasting Corp. ("Acosta"), Fidelity Broadcasting Corp. ("FideLity") and Broadcasting & Background Systems Consultants, Corporation ("Broadcasting"), which were subsequently liquidated into
the Radio Venture. Acosta owned radio station WUNO (AM), San Juan, Puerto Rico ("WUNO") and NotiUno News and distributed NotiUno News to the NotiUno News Network (the "News Network"), Fidelity owned
radio station WFID (FM), Rio Piedras, Puerto Rico ("WFID"), and Broadcasting owned "Beautiful Music Services". WUNO and WFID are sometimes referred to as the "Stations" and WUNO, WFID, the News
Network and Beautiful Music Services are sometimes referred to as the "Radio Businesses".

E.    Pursuant
to a Management Agreement and Joint Venture Agreement dated as of February l5, 1989 (the "Radio Venture Agreement"), the Venturers provided for the
formation and governance of the Radio Venture, the contributions to the Radio Venture necessary for the acquisition of Acosta, Fidelity and Broadcasting, and the ownership and operation of the
Stations and Radio Businesses by the Radio Venture, including the appointment of ML Media as manager of the Stations and the Radio Businesses.

F.     The
Joint Venture and the Subsidiary are parties to separate Note Agreements, each dated as of December 1, 1992, which provided for the issuance and sale to
certain purchasers of the Subsidiary's $100,000,000 9.47% Senior Secured Notes due November 30, 2002 (the "Note Agreements"), and a Second Restated Credit Agreement dated as of
December 1, 1992 with Citibank, N.A. as agent, and the banks named therein, which provided to the Subsidiary a revolving and term loan credit facility in a principal amount not to exceed
$20,000,000 (the "Credit Facility"). Under the Note Agreements, the Credit Facility and certain related documents, the Radio Venture is required to transfer all of its assets

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to
the Joint Venture and the Joint Venture is required to assume all of the liabilities of the Radio Venture (the "Asset Transfer").

G.    Contemporaneously
with the execution of this agreement, the Venturers are causing the Asset Transfer to occur. The Venturers wish to provide in this agreement for the
continuation of the Joint Venture and their respective rights and obligations under the 1986 Agreement, as amended, and the Radio Venture Agreement (each of which is being superseded by this
agreement), including the continuation of the appointment of Century as manager of the Systems and of ML Media as manager of the Stations and Radio Businesses. Accordingly, it is the intention of the
Venturers that (1) the assets and business of the Systems shall constitute the "Cable Division" of the Joint Venture and the Subsidiary, (ii) the assets and business of the Stations and
Radio Businesses shall constitute the "Radio Division" of the Joint Venture, (iii) the Cable Division and the Radio Division (each of which is sometimes referred to as a "Division") shall be
operated and managed as though each was a separate business under separate management, and (iv) Century shall be the manager of the Cable Division and ML Media shall be the manager of the Radio
Division, with the rights and obligations as manager of those businesses that each possessed prior to the Asset Transfer and as are set forth herein.

It
is therefore agreed as follows:

1.Continuation of Joint Venture; Interests in the Joint Venture.The Venturers shall continue the Joint Venture
in accordance with the terms of this agreement. The name of the Joint Venture shall continue to be Century/ML Cable Venture and the Joint Venture from time to time may adopt and conduct business under
such fictitious or trade names as the management board of the Joint Venture (created pursuant to section 7.1) determines appropriate. The Joint Venture shall have such places of business as the
management board of the Joint Venture from time to time may establish. Interests in the Joint Venture shall be evidenced by a certificate in the form of Exhibit A, which shall bear a legend
evidencing the restrictions on transfer in section 9.

2.Purpose of the Joint Venture.The purposes of the Joint Venture are to (a) own and operate, and
subsequently dispose of, the Systems, (b) own and operate, and subsequently dispose of, the Stations and the Radio Businesses, and (c) conduct all activities incidental to the ownership
and operation of the Systems, the Stations and the Radio Businesses. The Joint Venture may also engage in such other business activity as the management board may determine. Each of the Venturers
shall cause the Joint Venture and the Subsidiary to perform any remaining obligations for which they may be responsible under the purchase agreements pursuant to which the assets of the Joint Venture,
the Radio Venture or the Subsidiary were acquired. Each of the Venturers confirms its guaranty of any remaining obligations of the purchaser heretofore undertaken and to be undertaken under the
purchase agreement relating to the acquisition of the Original System.

3.Term of Joint Venture.The Joint Venture shall continue until the earlier of (a) December 31,
2035 and (b) the date the Joint Venture is dissolved in accordance with section 10.

4.Capital Contributions.



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5.Cash Distributions.



6.Tax Allocations.For federal income tax purposes, all items of income, gain, loss, deduction and credit shall
be allocated equally between the Venturers.

7.Management.



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8.Fiscal Year; Reports.



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9.No Transfers of Joint Venture Interests.Except as contemplated or permitted by section 12 and for the
pledge to Citibank, N.A., as collateral agent for itself and the banks under the Credit Facility and for the purchasers of the Subsidiary's notes under the Note Agreements, no Venturer may sell,
transfer, assign or otherwise dispose of all or any portion of its interest in the Joint Venture, or enter into any agreement as a result of which any person shall have an interest in, or right to
receive

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distributions
from, the Joint Venture, without the consent of the management board of the Joint Venture. Any attempted sale, transfer or assignment of an interest in, or the right to receive
distributions from, the Joint Venture otherwise than pursuant to those pledge agreements, the Credit Facility or the Note Agreements or in accordance with section 12 shall be void.

10.Dissolution; Liquidation; Termination of Management Agreement.



11.Tax Matters.



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12.Right to Require Sale.



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13.Limitation of Rights.Notwithstanding any other provision of this agreement, any sale, transfer or other
disposition of any of the interests in the Joint Venture as provided in section 12 of this agreement or any other action taken or proposed to be taken by the Venturers under this agreement that
would affect the operational, voting or any other form of control of the Joint Venture, the Subsidiary, the Systems, the Stations or the Radio Businesses shall be pursuant to Section 310(d) of
the Communications Act of 1934, as amended, and, with respect to the Joint Venture, the Subsidiary and the Systems, the Puerto Rico Public Service Laws, and the applicable rules and regulations under
that Act and Laws and, to the extent required by that Act and Laws, subject to the explicit prior approval of the FCC or the PSC.

14.Other Action.Each Venturer shall take all such action, and execute and deliver all such additional
documents and instruments, including, but not limited to, certificates required in connection with the formation of the Joint Venture or the operation of its business in any jurisdiction, as may be
necessary or appropriate to carry out this agreement.

15.Miscellaneous.



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| |  | ML MEDIA PARTNERS, L.P.     
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| |  | CENTURY COMMUNICATIONS CORP.
| |  | By                          
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