AMENDMENT NO. 9 TO
AMENDED ANDRESTATED CREDIT AND GUARANTY AGREEMENT

AMENDMENT
NO. 9, dated as of October 10, 2003 (this Amendment) to 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, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, as
Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN
SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC. (formerly known as 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.andGENERAL 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.     Definition of
EBITDAR. The definition of EBITDAR contained in Section 1.01 of
the DIP Credit Agreement is hereby amended by (a) deleting the word and at the
end of clause (i)(E) thereof and replacing it with a comma and (b) adding the following
new clauses (i)(G) and (i)(H) at the end of clause (i)(F) thereof:



---

(G)    
          with respect to the Century-TCI California, L.P. Borrower Group (the
          Century-TCI BorrowerGroup) only, the aggregate amount
          refunded (whether by credit or otherwise) by any Loan Party in the Century-TCI
          Borrower Group during any period ending on or after July 1, 2003, but prior to
          February 1, 2004, to cable subscribers in the City of Los Angeles pursuant to
          the terms of Ordinance No. 175,231, entitled Ordinance Adopting A Rate
          Regulation Regarding Cable Television Rates For Basic Service and Equipment
          Adelphia-Franchise Areas C, F, G, H Pursuant to 2002 FCC Forms 1240 And 1205
          (the Rate Refund Ordinance) and (H) with respect to the
          Century-TCI Borrower Group only, and with respect to any period ending on or
          after September 1, 2003, but prior to February 1, 2004, the amount obtained by
          subtracting (1) the aggregate amount the Loan Parties in the Century-TCI
          Borrower Group actually billed cable subscribers in the City of Los Angeles
          during such period pursuant to the terms of, or as a result of, the Rate Refund
          Ordinance from (2) the aggregate amount the Loan Parties in the Century-TCI
          Borrower Group would have billed cable subscribers in the City of Los Angeles
          during such period, assuming such Loan Parties billed such cable subscribers
          based upon the cable rates in effect immediately prior to the effective date of
          the Rate Refund Ordinance,

Section 3.     Extended Time Period
for Delivery of 2002 Audited Financial Statements. Section 5.01(a)(x) of
the DIP Credit Agreement is hereby amended to replace the phrase (but, in the case
of the 2002 fiscal year, no later than October 15, 2003) contained in the second
line thereof with the phrase (but, in the case of the 2002 fiscal year, no later
than April 15, 2004)".

Section 4.     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 5.     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. 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 this Amendment, and such notice shall be conclusive and binding on all
parties hereto.

2

---

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.

|                                                                      | 
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|JPMORGAN CHASE BANK                                                   | 
|By:                                                                  
|Name:                                                                
|Title:                                                               
|CITICORP USA, INC                                                    
|By:                                                                  
|Name:                                                                
|Title:                                                               
|WACHOVIA BANK, N.A                                                   
|By:                                                                  
|Name:                                                                
|Title:                                                               
|THE BANK OF NOVA SCOTIA                                              
|By:                                                                  
|Name:                                                                
|Title:                                                               
|FLEET NATIONAL BANK                                                  
|By:                                                                  
|Name:                                                                
|Title:                                                               
|BANK OF AMERICA, N.A                                                 
|By:                                                                  
|Name:                                                                
|Title:                                                               
|GENERAL ELECTRIC CAPITAL CORPORATION                                 
|By:                                                                  
|Name:                                                                
|Title:                                                               
|THE TRAVELERS INSURANCE COMPANY                                      
|By:                                                                  
|Name:                                                                
|Title:                                                               
|BANK OF MONTREAL                                                     
|By:                                                                  
|Name:                                                                
|Title:                                                               
|CALPERS                                                              
|By:                                                                  
|Name:                                                                
|Title:                                                               
|CREDIT LYONNAIS NEW YORK                                             
|By:                                                                  
|Name:                                                                
|Title:                                                               
|THE FOOTHILL GROUP, INC                                              
|By:                                                                  
|Name:                                                                
|Title:                                                               
|MORGAN STANLEY SENIOR FUNDING, INC                                   
|By:                                                                  
|Name:                                                                
|Title:                                                               
|SUMITOMO MITSUI BANKING CORPORATION                                  
|By:                                                                  
|Name:                                                                
|Title:                                                               
|BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH                   
|By:                                                                  
|Name:                                                                
|Title:                                                               
|By:                                                                  
|Name:                                                                
|Title:                                                               
|EATON VANCE SENIOR INCOME TRUST                                      
|By: Eaton Vance Management as Investment Advisor                     
|By:                                                                  
|Name:                                                                
|Title:                                                               
|EATON VANCE CDO III, LTD                                             
|By: Eaton Vance Management as Investment Advisor                     
|By:                                                                  
|Name:                                                                
|Title:                                                               
|EATON VANCE CDO IV, LTD                                              
|By: Eaton Vance Management as Investment Advisor                     
|By:                                                                  
|Name:                                                                
|Title:                                                               
|COSTANTINUS EATON VANCE CDO V, LTD                                   
|By: Eaton Vance Management as Investment Advisor                     
|By:                                                                  
|Name:                                                                
|Title:                                                               
|SPCP GROUP LLC                                                       
|By:                                                                  
|Name:                                                                
|Title:                                                               
|SUNAMERICA SENIOR FLOATING RATE FUND INC                             
|By: Stanfield Capital Partners LLC as its subadvisor                 
|By:                                                                  
|Name:                                                                
|Title:                                                               
|DEUTSCHE BANK TRUST COMPANY AMERICAS                                 
|By:                                                                  
|Name:                                                                
|Title:                                                               
|AURM CLO 2002-1 LTD                                                  
|By: Stein Roe & Farnham Incorporated, as Investment Manager          
|By:                                                                  
|Name:                                                                
|Title:                                                               
|AIM FLOATING RATE FUND                                               
|By: INVESCO Senior Secured Management, Inc. as Attorney in Fact      
|By:                                                                  
|Name:                                                                
|Title:                                                               
|CHARTER VIEW PORTFOLIO                                               
|By: INVESCO Senior Secured Management, Inc. as Investment Advisor    
|By:                                                                  
|Name:                                                                
|Title:                                                               
|DIVERSIFIED CREDIT PORTFOLIO LTD                                     
|By: INVESCO Senior Secured Management, Inc. as Investment Adviser    
|By:                                                                  
|Name:                                                                
|Title:                                                               
|TCW SELECT LOAN FUND, LIMITED                                        
|By: TCW Advisors, Inc., as its Collateral Manager                    
|By:                                                                  
|Name:                                                                
|Title:                                                               
|By:                                                                  
|Name:                                                                
|Title:                                                               
|C-SQUARED CDO LTD                                                    
|By: TCW Advisors, Inc., as its Portfolio Manager                     
|By:                                                                  
|Name:                                                                
|Title:                                                               
|SRF 2000 LLC                                                         
|By:                                                                  
|Name:                                                                
|Title:                                                               
|SRF TRADING, INC                                                     
|By:                                                                  
|Name:                                                                
|Title:                                                               
|CARLYLE HIGH YIELD PARTNERS IV, LTD                                  
|By:                                                                  
|Name:                                                                
|Title:                                                               
|FLAGSHIP CLO II                                                      
|By:                                                                  
|Name:                                                                
|Title:                                                               
|AIG SUNAMERICA LIFE ASSURANCE COMPANY                                
|(dba ANCHOR NATIONAL LIFE INSURANCE COMPANY)                         
|By:                                                                  
|Name:                                                                
|Title:                                                               
|FIDELITY ADVISOR SERIES II:                                          
|FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND (161)                
|By:                                                                  
|Name:                                                                
|Title:                                                               
|GOLDMAN SACHS CREDIT PARTNERS L.P.                                   
|By:                                                                  
|Name:                                                                
|Title:                                                               
|REGIMENT CAPITAL, LTD                                                
|By: Regiment Capital Management, LLC as its Investment Advisor       
|By: Regiment Capital Advisors, LLC                                   
|its Manager and Pursuant to delegated authority                      
|By:                                                                  
|Name:                                                                
|Title:                                                               
|PRESIDENT & FELLOWS OF HARVARD COLLEGE                               
|By: Regiment Capital Management, LLC as its Investment Advisor       
|By: Regiment Capital Advisors, LLC                                   
|its Manager and Pursuant to delegated authority                      
|By:                                                                  
|Name:                                                                
|Title:                                                               
|LIBERTYVIEW FUNDS, L.P.                                              
|By:                                                                  
|Name:                                                                
|Title:                                                               
|LONG LANE MASTER TRUST IV                                            
|By: Fleet National Bank as Trust Administrator                       
|By:                                                                  
|Name:                                                                
|Title:                                                               
|AIMCO CLO, SERIES 2001-A                                             
|By:                                                                  
|Name:                                                                
|Title:                                                               
|ALLSTATE LIFE INSURANCE COMPANY                                      
|By:                                                                  
|Name:                                                                
|Title:                                                               
|PROTECTIVE LIFE INSURANCE COMPANY                                    
|By:                                                                  
|Name:                                                                
|Title:                                                               
|WACHOVIA BANK, NATIONAL ASSOCIATION                                  
|By:                                                                  
|Name:                                                                
|Title:                                                               
|GLENEAGLES TRADING LLC                                               
|By:                                                                  
|Name:                                                                
|Title:                                                               
|HIGHLAND LOAN FUNDING V LTD                                          
|By: Highland Capital Management, L.P. as Collateral Manager          
|By:                                                                  
|Name:                                                                
|Title:                                                               
|CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM                       
|By: Highland Capital Management, L.P.                                
|as Authorized Representatives of the Board                           
|By:                                                                  
|Name:                                                                
|Title:                                                               
|ING PRIME RATE TRUST                                                 
|By: ING Investments, LLC as its investment manager                   
|By:                                                                  
|Name:                                                                
|Title:                                                               
|ING SENIOR INCOME FUND                                               
|By: ING Investments, LLC as its investment manager                   
|By:                                                                  
|Name:                                                                
|Title:                                                               
|INDOSUEZ CAPITAL FUNDING VI, LIMITED                                 
|By: Indosuez Capital as Collateral Manager                           
|By:                                                                  
|Name:                                                                
|Title:                                                               
|MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY                          
|By: David L. Babson & Company Inc., as Investment Adviser            
|By:                                                                  
|Name:                                                                
|Title:                                                               
|MAPLEWOOD (CAYMAN) LIMITED                                           
|By: David L. Babson & Company Inc., under delegated authority        
|from Massachusetts Mutual Life Insurance Company                     
|as Investment Manager                                                
|By:                                                                  
|Name:                                                                
|Title:                                                               
|BLACK DIAMOND INTERNATIONAL FUNDING, LTD                             
|By:                                                                  
|Name:                                                                
|Title:                                                               
|BRYN MAWR CLO, LTD                                                   
|By: Deerfield Capital Management LLC as its Collateral Manager       
|By:                                                                  
|Name:                                                                
|Title:                                                               
|GULF STREAM CDO 2002-I                                               
|By: Gulf Stream Asset Management, LLC as Collateral Manager          
|By:                                                                  
|Name:                                                                
|Title:                                                               
|STANWICH LOAN FUNDING LLC                                            
|By:                                                                  
|Name:                                                                
|Title:                                                               
|RIVIERA FUNDING LLC                                                  
|By:                                                                  
|Name:                                                                
|Title:                                                               
|ATRIUM CDO                                                           
|By:                                                                  
|Name:                                                                
|Title:                                                               
|CSAM FUNDING II                                                      
|By:                                                                  
|Name:                                                                
|Title:                                                               
|TORONTO DOMINION (TEXAS), INC                                        
|By:                                                                  
|Name:                                                                
|Title:                                                               
|NOMURA BOND & LOAN FUND                                              
|By: UFJ Trust Company of New York as Trustee                         
|By: Nomura Corporate Research and Asset Management, Inc.,            
|Attorney in Fact                                                     
|By:                                                                  
|Name:                                                                
|Title:                                                               
|CLYDESDALE CLO 2001-1, LTD                                           
|By: Nomura Corporate Research and Asset Management, Inc.,            
|as Collateral Manager                                                
|By:                                                                  
|Name:                                                                
|Title:                                                               
|IMPERIAL CREDIT ASSET MANAGEMENT                                     
|By:                                                                  
|Name:                                                                
|Title:                                                               
|CITIBANK, N.A                                                        
|By:                                                                  
|Name:                                                                
|Title:                                                               
|RESTORATION FUNDING CLO, LTD                                         
|By: Highland Capital Management, L.P. Collateral Manager             
|By:                                                                  
|Name:                                                                
|Title:                                                               
|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                                
|ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC                           
|By: Ft. Myers Cablevision, LLC, its sole member                      
|By: Ft. Myers 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. Myers Cablevision, LLC, its sole member                      
|By: Ft. Myers 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: Mickelson Media, Inc., its sole member                           
|ADELPHIA CABLEVISION OF SAN BERNADINO, LLC                           
|By: Clear Cablevision, Inc., its sole member                         
|ADELPHIA CABLEVISION OF SANTA ANA, 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                                  
|ADELPHIA COMMUNICATIONS OF CALIFORNIA, 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. Myers Cablevision, L.L.C., its sole member                   
|By: Ft. Myers 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                                     
|ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC                          
|ADELPHIA WELLSVILLE, LLC                                             
|By: ACC Operations, Inc., its sole member                            
|ADELPHIA WESTERN NEW YORK HOLDINGS, LLC                              
|By: ACC Operations, Inc., its sole member                            
|ADELPHIA 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                                    
|BRAZAS COMMUNICATIONS, INC                                           
|BUENAVISION TELECOMMUNICATIONS, INC                                  
|CABLE SENRY CORPORATION                                              
|CALIFORNIA AD SALES, LLC                                             
|By: Ft. Myers Cablevision, L.L.C., its sole member                   
|By: Ft. Myers 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 LYKENS CABLE CORP                                            
|CENTURY MENDOCINO CABLE TELEVISION, INC                              
|CENTURY MISSISSIPPI CORP                                             
|CENTURY MOUNTAIN CORP                                                
|CENTURY NEW MEXICO CABLE 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 WARRICK 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                            
|FT. MYERS ACQUISITION LIMITED PARTNERSHIP                            
|By: Olympus Communications, L.P., its general partner                
|By: ACC Operations, Inc., its managing general partner               
|FT. MYERS CABLEVISION, LLC                                           
|By: Ft. Myers 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               
|HARRON 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                                          
|MICKELSON MEDIA, INC                                                 
|MICKELSON 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                                         
|MONTGOMERY 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                                           
|ROBINSON/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 GEORGE                         
|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 WESTOVER 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                                    
|WARRICK CABLEVISION, INC                                             
|WARRICK 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:                                                                  
|Name: William T. Schleyer                                            
|Title:  Chief Executive Officer                                      
|                                                                     

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