EXHIBIT 10.27.3

AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT

AMENDMENTdated as of August 9, 2002, amending the Credit and Guaranty Agreement dated as of June 25, 2002 (the "DIP Credit Agreement"), amongUCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC,
PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P.,andACC INVESTMENT HOLDINGS, INC.,the Guarantors party thereto, JPMORGAN CHASE BANK,as Administrative Agent,CITICORP USA, INC.,as Syndication Agent, J.P. MORGAN SECURITIES INC.andSALOMON
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 shall have the meaning assigned to such term in the DIP Credit Agreement. 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 from and after the date hereof refer to the DIP Credit
Agreement as amended hereby.

SECTION
2.Amended Definition.The definition of "Prepayment
Date" contained in Section 1.01 of the DIP Credit Agreement is amended to read in its entirety as follows:



SECTION
3.Amended Condition Precedent to Each Credit Event.The phrase "45 days after the entry of the Interim
Order" contained in Section 4.02(d) is replaced with the phrase "August 26, 2002".

SECTION
4.Extended Market Flex.Section 10.10(c) is amended to read in its entirety as follows:



SECTION
5.Representations and Warranties.Each Loan Party hereby represents and warrants that as of the date
hereof and after giving effect hereto:



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SECTION
6.GOVERNING LAW.THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS 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
7.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 (or, 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

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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.

| |  | JPMORGAN CHASE BANK                 
| |  | ------------------------------------
| |  | By:                                 
| |  |                                     
| |  | CITICORP USA, INC.                  
| |  | By:                                 
| |  |                                     
| |  | WACHOVIA BANK, N.A.                 
| |  | By:                                 
| |  |                                     
| |  | THE BANK OF NOVA SCOTIA             
| |  | By:                                 
| |  |                                     
| |  | FLEET NATIONAL BANK                 
| |  | By:                                 
| |  |                                     
| |  | BANK OF AMERICA, N.A.               
| |  | By:                                 
| |  |                                     
| |  | GENERAL ELECTRIC CAPITAL CORPORATION
| |  | By:                                 
| |  |                                     
| |  | ACC CABLE COMMUNICATIONS FLVA, LLC 
| |  | By:                                 
| |  | By:                                 
| |  |                                     
| |  | ACC CABLE HOLDINGS VA, INC.         
| |  | By:                                 
| |  |                                     
| |  | ACC HOLDINGS II, LLC                
| |  | By:                                 
| |  | By:                                 
| |  |                                     
| |  | ACC INVESTMENT HOLDINGS, INC.       
| |  | By:                                 
| |  |                                     
| |  |                                     

---



| |  | ACC OPERATIONS, INC.                  
| |  | --------------------------------------
| |  | By:                                   
| |  |                                       
| |  | ACC TELECOMMUNICATIONS HOLDINGS LLC   
| |  | By:                                   
| |  | By:                                   
| |  |                                       
| |  | ACC TELECOMMUNICATIONS LLC            
| |  | By:                                   
| |  | By:                                   
| |  | By:                                   
| |  |                                       
| |  | ACC TELECOMMUNICATIONS OF VIRGINIA LLC
| |  | By:                                   
| |  | By:                                   
| |  | By:                                   
| |  |                                       
| |  | ACCAMN HOLDINGS, LLC                 
| |  | By:                                   
| |  | By:                                   
| |  |                                       
| |  | ADELPHIA ACQUISITION SUBSIDIARY, INC. 
| |  | By:                                   
| |  |                                       
| |  | ADELPHIA ARIZONA, INC.                
| |  | By:                                   
| |  |                                       
| |  | ADELPHIA BLAIRSVILLE, LLC             
| |  | By:                                   
| |  | By:                                   
| |  |                                       
| |  |                                       

---



| |  | ADELPHIA CABLE PARTNERS, L.P.              
| |  | -------------------------------------------
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | ADELPHIA CABLEVISION ASSOCIATES, L.P.      
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | ADELPHIA CABLEVISION CORP.                 
| |  | By:                                        
| |  |                                            
| |  | ADELPHIA CABLEVISION OF BOCA RATON, LLC    
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | ADELPHIA CABLEVISION OF FONTANA, LLC       
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC 
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  |                                            

---



| |  | ADELPHIA CABLEVISION, LLC                    
| |  | ---------------------------------------------
| |  | By:                                          
| |  | By:                                          
| |  |                                              
| |  | ADELPHIA CABLEVISION OF NEW YORK, INC.       
| |  | By:                                          
| |  |                                              
| |  | ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC   
| |  | By:                                          
| |  | By:                                          
| |  | By:                                          
| |  | By:                                          
| |  | By:                                          
| |  |                                              
| |  | ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC   
| |  | By:                                          
| |  | By:                                          
| |  | By:                                          
| |  | By:                                          
| |  | By:                                          
| |  |                                              
| |  | ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC
| |  | By:                                          
| |  | By:                                          
| |  |                                              
| |  | ADELPHIA CABLEVISION OF SAN BERNARDINO, LLC  
| |  | By:                                          
| |  | By:                                          
| |  |                                              

---



| |  | ADELPHIA CABLEVISION OF SANTA ANA, LLC          
| |  | ------------------------------------------------
| |  | By:                                             
| |  | By:                                             
| |  | By:                                             
| |  |                                                 
| |  | ADELPHIA CABLEVISION OF SEAL BEACH, LLC         
| |  | By:                                             
| |  | By:                                             
| |  |                                                 
| |  | ADELPHIA CABLEVISION OF SIMI VALLEY, LLC        
| |  | By:                                             
| |  | By:                                             
| |  | By:                                             
| |  |                                                 
| |  | ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC
| |  | By:                                             
| |  | By:                                             
| |  |                                                 
| |  | ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC 
| |  | By:                                             
| |  | By:                                             
| |  |                                                 
| |  | ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC  
| |  | By:                                             
| |  | By:                                             
| |  |                                                 
| |  | ADELPHIA CALIFORNIA CABLEVISION, LLC            
| |  | By:                                             
| |  | By:                                             
| |  | By:                                             
| |  |                                                 
| |  |                                                 

---



| |  | ADELPHIA CENTRAL PENNSYLVANIA, LLC            
| |  | ----------------------------------------------
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  | ADELPHIA CLEVELAND, LLC                       
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  | ADELPHIA COMMUNICATIONS CORPORATION           
| |  | By:                                           
| |  |                                               
| |  | ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC    
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  | ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC 
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  | ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  | ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.   
| |  | By:                                           
| |  |                                               
| |  |                                               

---



| |  | ADELPHIA COMPANY OF WESTERN CONNECTICUT
| |  | ---------------------------------------
| |  | By:                                    
| |  |                                        
| |  | ADELPHIA GENERAL HOLDINGS III, INC.    
| |  | By:                                    
| |  |                                        
| |  | ADELPHIA GS CABLE, LLC                 
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | ADELPHIA GP HOLDINGS, LLC              
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | ADELPHIA HARBOR CENTER HOLDINGS, LLC   
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | ADELPHIA HOLDINGS 2001, LLC            
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | ADELPHIA INTERNATIONAL II, LLC         
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  |                                        

---



| |  | ADELPHIA INTERNATIONAL III, LLC             
| |  | --------------------------------------------
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  | ADELPHIA OF THE MIDWEST, INC.               
| |  | By:                                         
| |  |                                             
| |  | ADELPHIA MOBILE PHONES, INC.                
| |  | By:                                         
| |  |                                             
| |  | ADELPHIA PINELLAS COUNTY, LLC               
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  | ADELPHIA PRESTIGE CABLEVISION, LLC          
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  | ADELPHIA TELECOMMUNICATIONS, INC.           
| |  | By:                                         
| |  |                                             
| |  | ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC.
| |  | By:                                         
| |  |                                             
| |  | ADELPHIA WELLSVILLE, LLC                    
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  |                                             

---



| |  | ADELPHIA WESTERN NEW YORK HOLDINGS, LLC
| |  | ---------------------------------------
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | ARAHOVA COMMUNICATIONS, INC.           
| |  | By:                                    
| |  |                                        
| |  | ARAHOVA HOLDINGS, LLC                  
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | BADGER HOLDING CORPORATION             
| |  | By:                                    
| |  |                                        
| |  | BETTER TV, INC. OF BENNINGTON          
| |  | By:                                    
| |  |                                        
| |  | BLACKSBURG/SALEM CABLEVISION, INC.     
| |  | By:                                    
| |  |                                        
| |  | BRAZAS COMMUNICATIONS, INC.            
| |  | By:                                    
| |  |                                        
| |  | BUENAVISION TELECOMMUNICATIONS, INC.   
| |  | By:                                    
| |  |                                        
| |  | CABLE SENTRY CORPORATION               
| |  | By:                                    
| |  |                                        
| |  |                                        

---



| |  | CALIFORNIA AD SALES, LLC              
| |  | --------------------------------------
| |  | By:                                   
| |  | By:                                   
| |  | By:                                   
| |  | By:                                   
| |  | By:                                   
| |  |                                       
| |  | CCC-III, INC.                         
| |  | By:                                   
| |  |                                       
| |  | CCC-INDIANA, INC.                     
| |  | By:                                   
| |  |                                       
| |  | CCH INDIANA, L.P.                     
| |  | By:                                   
| |  | By:                                   
| |  |                                       
| |  | CDA CABLE, INC.                       
| |  | By:                                   
| |  |                                       
| |  | CENTURY ADVERTISING, INC.             
| |  | By:                                   
| |  |                                       
| |  | CENTURY ALABAMA CORP.                 
| |  | By:                                   
| |  |                                       
| |  | CENTURY ALABAMA HOLDING CORP.         
| |  | By:                                   
| |  |                                       
| |  | CENTURY AUSTRALIA COMMUNICATIONS CORP.
| |  | By:                                   
| |  |                                       
| |  | CENTURY BERKSHIRE CABLE CORP.         
| |  | By:                                   
| |  |                                       
| |  |                                       

---



| |  | CENTURY CABLE HOLDINGS, LLC         
| |  | ------------------------------------
| |  | By:                                 
| |  | By:                                 
| |  |                                     
| |  | CENTURY CABLE HOLDING CORP.         
| |  | By:                                 
| |  |                                     
| |  | CENTURY CABLE MANAGEMENT CORPORATION
| |  | By:                                 
| |  |                                     
| |  | CENTURY CABLE OF SOUTHERN CALIFORNIA
| |  | By:                                 
| |  |                                     
| |  | CENTURY CABLEVISION HOLDINGS, LLC   
| |  | By:                                 
| |  | By:                                 
| |  | By:                                 
| |  |                                     
| |  | CENTURY CAROLINA CORP.              
| |  | By:                                 
| |  |                                     
| |  | CENTURY COLORADO SPRINGS CORP.      
| |  | By:                                 
| |  |                                     
| |  | CENTURY COLORADO SPRINGS PARTNERSHIP
| |  | By:                                 
| |  | By:                                 
| |  |                                     
| |  | CENTURY COMMUNICATIONS CORPORATION  
| |  | By:                                 
| |  |                                     
| |  | CENTURY CULLMAN CORP.               
| |  | By:                                 
| |  |                                     
| |  |                                     

---



| |  | CENTURY ENTERPRISE CABLE CORP.        
| |  | --------------------------------------
| |  | By:                                   
| |  |                                       
| |  | CENTURY EXCHANGE, LLC                 
| |  | By:                                   
| |  | By:                                   
| |  |                                       
| |  | CENTURY FEDERAL, INC.                 
| |  | By:                                   
| |  |                                       
| |  | CENTURY GRANITE CABLE TELEVISION CORP.
| |  | By:                                   
| |  |                                       
| |  | CENTURY HUNTINGTON COMPANY            
| |  | By:                                   
| |  |                                       
| |  | CENTURY INDIANA CORP.                 
| |  | By:                                   
| |  |                                       
| |  | CENTURY ISLAND ASSOCIATES, INC.       
| |  | By:                                   
| |  |                                       
| |  | CENTURY ISLAND CABLE TELEVISION CORP. 
| |  | By:                                   
| |  |                                       
| |  | CENTURY INVESTMENT HOLDING CORP.      
| |  | By:                                   
| |  |                                       
| |  | CENTURY INVESTORS, INC.               
| |  | By:                                   
| |  |                                       

---



| |  | CENTURY KANSAS CABLE TELEVISION CORP.    
| |  | -----------------------------------------
| |  | By:                                      
| |  |                                          
| |  | CENTURY LYKENS CABLE CORP.               
| |  | By:                                      
| |  |                                          
| |  | CENTURY MENDOCINO CABLE TELEVISION, INC. 
| |  | By:                                      
| |  |                                          
| |  | CENTURY MISSISSIPPI CORP.                
| |  | By:                                      
| |  |                                          
| |  | CENTURY MOUNTAIN CORP.                   
| |  | By:                                      
| |  |                                          
| |  | CENTURY NEW MEXICO CABLE TELEVISION CORP.
| |  | By:                                      
| |  |                                          
| |  | CENTURY NORWICH CORP.                    
| |  | By:                                      
| |  |                                          
| |  | CENTURY OHIO CABLE TELEVISION CORP.      
| |  | By:                                      
| |  |                                          
| |  | CENTURY OREGON CABLE CORP.               
| |  | By:                                      
| |  |                                          
| |  | CENTURY PACIFIC CABLE TV, INC.           
| |  | By:                                      
| |  |                                          
| |  | CENTURY PROGRAMMING, INC.                
| |  | By:                                      
| |  |                                          
| |  |                                          

---



| |  | CENTURY REALTY CORP.                             
| |  | -------------------------------------------------
| |  | By:                                              
| |  |                                                  
| |  | CENTURY SHASTA CABLE TELEVISION CORP.            
| |  | By:                                              
| |  |                                                  
| |  | CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP.
| |  | By:                                              
| |  |                                                  
| |  | CENTURYTCI CALIFORNIA COMMUNICATIONS, L.P.      
| |  | By:                                              
| |  | By:                                              
| |  | By:                                              
| |  |                                                  
| |  | CENTURYTCI CALIFORNIA, L.P.                     
| |  | By:                                              
| |  | By:                                              
| |  | By:                                              
| |  | By:                                              
| |  |                                                  
| |  | CENTURYTCI HOLDINGS, LLC                        
| |  | By:                                              
| |  | By:                                              
| |  | By:                                              
| |  | By:                                              
| |  |                                                  
| |  | CENTURY TELECOMMUNICATIONS, INC.                 
| |  | By:                                              
| |  |                                                  
| |  | CENTURY TRINIDAD CABLE TELEVISION CORP.          
| |  | By:                                              
| |  |                                                  
| |  | CENTURY VIRGINIA CORP.                           
| |  | By:                                              
| |  |                                                  
| |  |                                                  

---



| |  | CENTURY VOICE AND DATA COMMUNICATIONS, INC.
| |  | -------------------------------------------
| |  | By:                                        
| |  |                                            
| |  | CENTURY WARRICK CABLE CORP.                
| |  | By:                                        
| |  |                                            
| |  | CENTURY WASHINGTON CABLE TELEVISION, INC.  
| |  | By:                                        
| |  |                                            
| |  | CENTURY WYOMING CABLE TELEVISION CORP.     
| |  | By:                                        
| |  |                                            
| |  | CHELSEA COMMUNICATIONS, INC.               
| |  | By:                                        
| |  |                                            
| |  | CHELSEA COMMUNICATIONS, LLC                
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | CHESTNUT STREET SERVICES, LLC              
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | CLEAR CABLEVISION, INC.                    
| |  | By:                                        
| |  |                                            
| |  | CMA CABLEVISION ASSOCIATES VII, L.P.       
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  |                                            

---



| |  | CMA CABLEVISION ASSOCIATES XI, LIMITED PARTNERSHIP
| |  | --------------------------------------------------
| |  | By:                                               
| |  | By:                                               
| |  | By:                                               
| |  | By:                                               
| |  | By:                                               
| |  |                                                   
| |  | CORAL SECURITY, INC.                              
| |  | By:                                               
| |  |                                                   
| |  | COWLITZ CABLEVISION, INC.                         
| |  | By:                                               
| |  |                                                   
| |  | CPMDU I LLC                                      
| |  | By:                                               
| |  | By:                                               
| |  | By:                                               
| |  | By:                                               
| |  |                                                   
| |  | CPMDU II LLC                                     
| |  | By:                                               
| |  | By:                                               
| |  | By:                                               
| |  | By:                                               
| |  |                                                   
| |  | E. & E. CABLE SERVICE, INC.                       
| |  | By:                                               
| |  |                                                   
| |  | EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC        
| |  | By:                                               
| |  | By:                                               
| |  | By:                                               
| |  |                                                   
| |  |                                                   

---



| |  | EASTERN VIRGINIA CABLEVISION, L.P.         
| |  | -------------------------------------------
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | EMPIRE SPORTS NETWORK, L.P.                
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | FAE CABLE MANAGEMENT CORP.                 
| |  | By:                                        
| |  |                                            
| |  | FOP INDIANA, L.P.                          
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | FRONTIERVISION ACCESS PARTNERS, LLC        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | FRONTIERVISION CABLE NEW ENGLAND, INC.     
| |  | By:                                        
| |  |                                            
| |  | FRONTIERVISION CAPITAL CORPORATION         
| |  | By:                                        
| |  |                                            
| |  | FRONTIERVISION HOLDINGS CAPITAL CORPORATION
| |  | By:                                        
| |  |                                            
| |  |                                            

---



| |  | FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
| |  | ----------------------------------------------
| |  | By:                                           
| |  |                                               
| |  | FRONTIERVISION HOLDINGS L.L.C.                
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  | FRONTIERVISION HOLDINGS, L.P.                 
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  | FRONTIERVISION OPERATING PARTNERS, L.L.C.     
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  | FRONTIERVISION OPERATING PARTNERS, L.P.       
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  | FRONTIERVISION PARTNERS, L.P.                 
| |  | By:                                           
| |  | By:                                           
| |  | By:                                           
| |  |                                               
| |  |                                               

---



| |  | FT. MYERS ACQUISITION LIMITED PARTNERSHIP      
| |  | -----------------------------------------------
| |  | By:                                            
| |  | By:                                            
| |  | By:                                            
| |  |                                                
| |  | FT. MYERS CABLEVISION, LLC                     
| |  | By:                                            
| |  | By:                                            
| |  | By:                                            
| |  | By:                                            
| |  |                                                
| |  | GENESIS CABLE COMMUNICATIONS SUBSIDIARY, L.L.C.
| |  | By:                                            
| |  | By:                                            
| |  | By:                                            
| |  |                                                
| |  | GLOBAL ACQUISITION PARTNERS, L.P.              
| |  | By:                                            
| |  | By:                                            
| |  | By:                                            
| |  | By:                                            
| |  |                                                
| |  | GLOBAL CABLEVISION II, LLC                     
| |  | By:                                            
| |  | By:                                            
| |  | By:                                            
| |  |                                                

---



| |  | THE GOLF CLUB AT WENDING CREEK FARMS, LLC
| |  | -----------------------------------------
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | GRAFTON CABLE COMPANY                    
| |  | By:                                      
| |  |                                          
| |  | GS CABLE LLC                             
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | GS TELECOMMUNICATIONS, LLC               
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | HARRON CABLEVISION OF NEW HAMPSHIRE, INC.
| |  | By:                                      
| |  |                                          
| |  | HUNTINGTON CATV, INC.                    
| |  | By:                                      
| |  |                                          
| |  | IMPERIAL VALLEY CABLEVISION, INC.        
| |  | By:                                      
| |  |                                          
| |  | KALAMAZOO COUNTY CABLEVISION, INC.       
| |  | By:                                      
| |  |                                          
| |  |                                          

---



| |  | KEY BISCAYNE CABLEVISION                   
| |  | -------------------------------------------
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | KOOTENAI CABLE, INC.                       
| |  | By:                                        
| |  |                                            
| |  | LAKE CHAMPLAIN CABLE TELEVISION CORPORATION
| |  | By:                                        
| |  |                                            
| |  | LEADERSHIP ACQUISITION LIMITED PARTNERSHIP 
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | LOUISA CABLEVISION, INC.                   
| |  | By:                                        
| |  |                                            
| |  | MANCHESTER CABLEVISION, INC.               
| |  | By:                                        
| |  |                                            
| |  | MARTHA'S VINEYARD CABLEVISION, L.P.        
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | MERCURY COMMUNICATIONS, INC.               
| |  | By:                                        
| |  |                                            
| |  |                                            

---



| |  | MICKELSON MEDIA, INC.                      
| |  | -------------------------------------------
| |  | By:                                        
| |  |                                            
| |  | MICKELSON MEDIA OF FLORIDA, INC.           
| |  | By:                                        
| |  |                                            
| |  | MONUMENT COLORADO CABLEVISION, INC.        
| |  | By:                                        
| |  |                                            
| |  | MOUNTAIN CABLE COMMUNICATIONS CORPORATION  
| |  | By:                                        
| |  |                                            
| |  | MOUNTAIN CABLE COMPANY, L.P.               
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  | MONTGOMERY CABLEVISION, INC.               
| |  | By:                                        
| |  |                                            
| |  | MT. LEBANON CABLEVISION, INC.              
| |  | By:                                        
| |  |                                            
| |  | MULTI-CHANNEL T.V. CABLE COMPANY           
| |  | By:                                        
| |  |                                            
| |  | NATIONAL CABLE ACQUISITION ASSOCIATES, L.P.
| |  | By:                                        
| |  | By:                                        
| |  | By:                                        
| |  |                                            
| |  |                                            

---



| |  | OLYMPUS CABLE HOLDINGS, LLC            
| |  | ---------------------------------------
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | OLYMPUS CAPITAL CORPORATION            
| |  | By:                                    
| |  |                                        
| |  | OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C.
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | OLYMPUS COMMUNICATIONS, L.P.           
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | OLYMPUS SUBSIDIARY, LLC                
| |  | By:                                    
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | OWENSBOROBRUNSWICK, INC.              
| |  | By:                                    
| |  |                                        
| |  | OWENSBORO INDIANA, L.P.                
| |  | By:                                    
| |  | By:                                    
| |  |                                        
| |  | OWENSBORO ON THE AIR, INC.             
| |  | By:                                    
| |  |                                        
| |  |                                        

---



| |  | PAGE TIME, INC                              
| |  | --------------------------------------------
| |  | By:                                         
| |  |                                             
| |  | PARAGON CABLE TELEVISION INC.               
| |  | By:                                         
| |  |                                             
| |  | PARAGON CABLEVISION CONSTRUCTION CORPORATION
| |  | By:                                         
| |  |                                             
| |  | PARAGON CABLEVISION MANAGEMENT CORPORATION  
| |  | By:                                         
| |  |                                             
| |  | PARNASSOS COMMUNICATIONS, L.P.              
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  | PARNASSOS HOLDINGS, LLC                     
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  | PARNASSOS, L.P.                             
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  | PERICLES COMMUNICATIONS CORPORATION         
| |  | By:                                         
| |  |                                             
| |  |                                             

---



| |  | PULLMAN TV CABLE CO., INC.                      
| |  | ------------------------------------------------
| |  | By:                                             
| |  |                                                 
| |  | RENTAVISION OF BRUNSWICK, INC.                  
| |  | By:                                             
| |  |                                                 
| |  | RICHMOND CABLE TELEVISION CORPORATION           
| |  | By:                                             
| |  |                                                 
| |  | RIGPAL COMMUNICATIONS, INC.                     
| |  | By:                                             
| |  |                                                 
| |  | ROBINSON/PLUM CABLEVISION, L.P.                 
| |  | By:                                             
| |  | By:                                             
| |  | By:                                             
| |  | By:                                             
| |  |                                                 
| |  | SABRES, INC.                                    
| |  | By:                                             
| |  |                                                 
| |  | SCRANTON CABLEVISION, INC.                      
| |  | By:                                             
| |  |                                                 
| |  | SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.
| |  | By:                                             
| |  |                                                 
| |  | SOUTHEAST FLORIDA CABLE, INC.                   
| |  | By:                                             
| |  |                                                 
| |  | SOUTHWEST COLORADO CABLE, INC.                  
| |  | By:                                             
| |  |                                                 
| |  | SOUTHWEST VIRGINIA CABLE, INC.                  
| |  | By:                                             
| |  |                                                 
| |  |                                                 

---



| |  | S/T CABLE CORPORATION                       
| |  | --------------------------------------------
| |  | By:                                         
| |  |                                             
| |  | STAR CABLE INC.                             
| |  | By:                                         
| |  |                                             
| |  | STARPOINT, LIMITED PARTNERSHIP              
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  | SVHH CABLE ACQUISITION, L.P.                
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  | SVHH HOLDINGS, LLC                          
| |  | By:                                         
| |  | By:                                         
| |  |                                             
| |  | TELE-MEDIA COMPANY OF HOPEWELLPRINCE GEORGE
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  | By:                                         
| |  |                                             

---



| |  | TELE-MEDIA COMPANY OF TRI-STATES L.P.    
| |  | -----------------------------------------
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | TELE-MEDIA INVESTMENT PARTNERSHIP, L.P.  
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | TELESAT ACQUISITION, LLC                 
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | TELESTAT ACQUISITION LIMITED PARTNERSHIP 
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | THE MAIN INTERNETWORKS, INC.             
| |  | By:                                      
| |  |                                          
| |  | THE WESTOVER T.V. CABLE CO., INCORPORATED
| |  | By:                                      
| |  |                                          
| |  |                                          

---



| |  | THREE RIVERS CABLE ASSOCIATES, L.P.                        
| |  | -----------------------------------------------------------
| |  | By:                                                        
| |  | By:                                                        
| |  | By:                                                        
| |  | By:                                                        
| |  | By:                                                        
| |  | And By:    Mt. Lebanon Cablevision, Inc., a general partner
| |  | By:                                                        
| |  |                                                            
| |  | TIMOTHEOS COMMUNICATIONS, L.P.                             
| |  | By:                                                        
| |  | By:                                                        
| |  | By:                                                        
| |  | By:                                                        
| |  |                                                            
| |  | TMC HOLDINGS CORPORATION                                   
| |  | By:                                                        
| |  |                                                            
| |  | TMC HOLDINGS, LLC                                          
| |  | By:                                                        
| |  | By:                                                        
| |  |                                                            
| |  | TRI-STATES, L.L.C.                                         
| |  | By:                                                        
| |  | By:                                                        
| |  | By:                                                        
| |  |                                                            
| |  | UCA LLC                                                    
| |  | By:                                                        
| |  | By:                                                        
| |  |                                                            
| |  | U.S. TELE-MEDIA INVESTMENT COMPANY                         
| |  | By:                                                        
| |  |                                                            
| |  |                                                            

---



| |  | UPPER ST. CLAIR CABLEVISION, INC.        
| |  | -----------------------------------------
| |  | By:                                      
| |  |                                          
| |  | VALLEY VIDEO, INC.                       
| |  | By:                                      
| |  |                                          
| |  | VAN BUREN COUNTY CABLEVISION, INC.       
| |  | By:                                      
| |  |                                          
| |  | WARRICK CABLEVISION, INC.                
| |  | By:                                      
| |  |                                          
| |  | WARRICK INDIANA, L.P.                    
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | WELLSVILLE CABLEVISION, L.L.C.           
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | WEST BOCA ACQUISITION LIMITED PARTNERSHIP
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  | WESTERN NY CABLEVISION, L.P.             
| |  | By:                                      
| |  | By:                                      
| |  | By:                                      
| |  |                                          
| |  |                                          

---



| |  | WESTVIEW SECURITY, INC. 
| |  | ------------------------
| |  | By:                     
| |  |                         
| |  | WILDERNESS CABLE COMPANY
| |  | By:                     
| |  |                         
| |  | YOUNG'S CABLE TV CORP.  
| |  | By:                     
| |  |                         
| |  | YUMA CABLEVISION, INC.  
| |  | By:                     
| |  |                         

---