EXHIBIT 10.27.2

SECURITY AND PLEDGE AGREEMENT

AGREEMENT dated as of June 25, 2002 among each of the LOAN PARTIES from time to time party hereto and CITICORP USA, INC., as Collateral Agent (with
its successors in such capacity, the "Collateral Agent").

WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the Loan Parties, certain financial institutions (with their respective successors, the
"DIP Lenders"), JPMorgan Chase Bank, as Administrative Agent (with its successors in such capacity, the "Administrative
Agent"), Citicorp USA, Inc., as Syndication Agent (with its successors in such capacity, the "Syndication Agent"), J.P.
Morgan Securities Inc. and Salomon Smith Barney Inc., as Joint Bookrunners and Co-Lead Arrangers (with their respective successors in such capacity, the
("Co-Lead Arrangers"), the Collateral Agent, Wachovia Bank, N.A., as Co-Syndication Agent, and The Bank of Nova Scotia, Fleet
National Bank, Bank of America, N.A. and General Electric Capital Corporation, as Co-Documentation Agents, are entering into a Credit and Guaranty Agreement dated as of the date hereof (as
amended, modified or supplemented from time to time, the "DIP Credit Agreement"); and

WHEREAS,
it is a condition precedent to the making of Loans and the issuance of Letters of Credit under the DIP Credit Agreement that each Loan Party shall have granted, subject to the
Carve-Out, a security interest, pledge and lien on its Collateral specified herein, such liens to have the status and priority specified in Section 2.22(a) of the DIP Credit
Agreement; and

WHEREAS,
the grant of such security interest, pledge and lien has been authorized pursuant to sections 364(c)(2), 364(c)(3) and 364(d)(1) of the Bankruptcy Code by the Interim Order,
and, after the entry thereof, will have been so authorized by the Final Order (collectively, the "Orders"); and

WHEREAS,
to supplement the Orders, without in any way diminishing or limiting the effect of the Orders or the security interest, pledge and lien granted thereunder, the parties hereto
desire to more fully set forth their respective rights in connection with such security interest, pledge and lien; and

WHEREAS,
the Orders authorize each Loan Party to execute, deliver and perform this Agreement;

NOW,
THEREFORE, in consideration of the premises contained herein and in order to induce (i) the DIP Lenders to make Loans and participate in Letters of Credit, (ii) the
Fronting Banks to

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issue
Letters of Credit and (iii) each of the Agents to act in their respective capacities, the parties hereto agree as follows:

SECTION 1.Definitions



Term

UCCAccount

9-102Authenticate

9-102Certificated Security

8-102Chattel Paper

9-102Commercial Tort Claim

9-102Commodity Account

9-102Commodity Contract

9-102Commodity Customer

9-102Commodity Intermediary

9-102Deposit Account

9-102Document

9-102Electronic Chattel Paper

9-102Entitlement Holder

8-102Entitlement Order

8-102Equipment

9-102Financial Asset

8-102 & 103General Intangibles

9-102Instrument

9-102Inventory

9-102Investment Property

9-102Letter-of-Credit Right

9-102Payment Intangible

9-102Record

9-102Securities Account

8-501Securities Intermediary

8-102Security

8-102 & 103Security Entitlement

8-102Supporting Obligations

9-102Tangible Chattel Paper

9-102Uncertificated Security

8-102




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SECTION 2.Grant of Transaction Liens



SECTION 3.General Representations and WarrantiesEach Loan Party represents and warrants that:



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SECTION 4.CovenantsEach Loan Party covenants as follows:



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SECTION 5.Recordable Intellectual PropertyEach Loan Party covenants as follows:



SECTION 6.Investment PropertyEach Loan Party represents, warrants and covenants as follows:



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SECTION 7.[Intentionally Deleted]

SECTION 8.Concentration Accounts.Each Loan Party will comply with the provisions of Section 5.12
of the DIP Credit Agreement.

SECTION 9.Letter of Credit Accounts, and Other Accounts.(a) If and when required for purposes of
the DIP Credit Agreement or this Agreement, the Collateral Agent will establish with respect to each Loan Party its Letter of Credit Account, each in the name and under the exclusive control of the
Collateral Agent, into which all amounts that are to be deposited therein by such Loan Party pursuant to the DIP Credit Agreement and the Security Documents shall be deposited from time to time. Each
such account will be operated as provided in this Section and Section 10.

(b)   In
addition to any other amounts required to be deposited therein pursuant to any provision of the Loan Documents, the Collateral Agent shall deposit the following
amounts, as and when received by it, in a separate cash collateral account of such Loan Party: each Cash Distribution required by Section 13 to be deposited therein and each amount realized or
otherwise received by the Collateral Agent with respect to assets of such Loan Party upon any exercise of remedies pursuant to any Security Document. Such cash collateral account shall be established
on the first date on which any amount shall be required to be deposited therein pursuant to this subsection (b).

(c)   The
Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each
Collateral Account from time to time pursuant to subsection (b) of this Section.

SECTION 10.Operation of Collateral Accounts and Other Accounts(a) All distributions and other
amounts received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof.

(b)   Distributions
and withdrawals from any deposit and other accounts (other than Collateral Accounts) maintained by any Loan Party from time to time will be subject to the
provisions of the DIP Credit Agreement (including without limitation Section 6.10 thereof), and subject to the rights and remedies of the Secured Parties upon the occurrence and during the
continuance of an Event of Default as set forth in the Loan Documents and the Orders.

(c)   If
immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Collateral
Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution
or withdrawal and,

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notwithstanding
any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place.

SECTION 11.Transfer of Record Ownership(a) At any time when an Event of Default shall have
occurred and be continuing, the Collateral Agent may (and to the extent that action by it is required, the relevant Loan Party, if directed to do so by the Collateral Agent, will as promptly as
practicable): (i) cause each of the Pledged Securities (or any portion thereof specified in such direction) to be (x) transferred of record into the name of the Collateral Agent or its
nominee or (y) credited to the relevant Loan Party's Collateral Account; and (ii) cause the Financial Asset underlying each Pledged Security Entitlement to be credited to the relevant
Loan Party's Collateral Account. Promptly upon receiving any such direction, the Collateral Agent will notify each relevant Loan Party thereof, and from time to time thereafter such Loan Party will
take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this subsection.

(b)Perfection upon Transfer of Record Ownership.If and when any Pledged Security (whether certificated or
uncertificated) owned by such Loan Party is transferred of record into the name of the Collateral Agent or its nominee pursuant to Section 11(a), (i) the Transaction Lien on such Pledged
Security will be perfected, subject to no prior Liens or rights of others, other than Permitted Liens and other Liens existing on the date hereof, it being understood that the Transaction Liens on
such Pledged Security shall have the rank and status specified in Section 2.22(a) of the DIP Credit Agreement, (ii) the Collateral Agent will have Control of such Pledged Security and
(iii) the Collateral Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof.

(c)Communications after Transfer of Record Ownership.The Collateral Agent will promptly give to the relevant
Loan Party copies of any notices and other communications received by the Collateral Agent with respect to (i) Pledged Securities registered in the name of the Collateral Agent or its nominee
and (ii) Pledged Security Entitlements as to which the Collateral Agent or its nominee is the Entitlement Holder.

SECTION 12.Right to Vote Securities(a) Unless an Event of Default shall have occurred and be
continuing, each Loan Party will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset
underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Loan Party, deliver to such Loan Party or as specified in such
request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such
Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as
shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Collateral Agent will have
no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other
distributions to the extent provided herein.

(b)   If
an Event of Default shall have occurred and be continuing, the Collateral Agent will have the right to the extent permitted by law (and, in the case of a Pledged
Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document) to vote, to give consents,
ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged
Security Entitlements, with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof, and each Loan Party will take all such action as the Collateral Agent may
reasonably request from time to time to give effect to such right.

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SECTION 13.Certain Cash DistributionsDistributions with respect to assets held in a Collateral Account
shall be deposited and held therein, or withdrawn therefrom, as provided in Section 10.

SECTION 14.Remedies upon Event of Default(a) If an Event of Default shall have occurred and be
continuing, subject to the limitations set forth in Article 7 of the DIP Credit Agreement, the Collateral Agent may exercise (or cause its sub-agents to exercise) any or all of the
remedies available to it (or to such sub-agents) under the Security Documents. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be
continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are
exercised) with respect to any Collateral and, in addition, the Collateral Agent may, without being required to give any notice (except for any notice required by Section 7.01 of the DIP Credit
Agreement, which the Collateral Agent shall give as required thereby) and without application to or order of the Bankruptcy Court, withdraw all cash held in the Collateral Accounts and apply such cash
as provided in Section 15 and, if there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, sell, lease, license or otherwise dispose of the
Collateral or any part thereof.

(b)   Without
limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing: (i) the Collateral Agent may license or
sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Pledged Recordable Intellectual Property throughout the world for such term or
terms, on such conditions and in such manner as the Collateral Agent shall in its sole discretion determine;providedthat such licenses or sublicenses
do not conflict with applicable law or any existing license; (ii) the Collateral Agent may (without assuming any obligation or liability thereunder), at any time and from time to time, in its
sole and reasonable discretion, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Loan Party in, to and under any of its
Pledged Recordable Intellectual Property to the extent such actions do not conflict with applicable law or the terms of such license and take or refrain from taking any action under any thereof, and
each Loan Party releases the Collateral Agent and each other Secured Party from liability for, and agrees to hold the Collateral Agent and each other Secured Party free and harmless from and against
any claims and expenses arising out of, any lawful action so taken or omitted to be taken with respect thereto, except for claims and expenses arising from the Collateral Agent's or such Secured
Party's gross negligence or willful misconduct; and (iii) upon request by the Collateral Agent (which shall not be construed as implying any limitation on its rights or powers), each Loan Party
will execute and deliver to the Collateral Agent a power of attorney, in form and substance satisfactory to the Collateral Agent, for the implementation of any sale, lease, license or other
disposition of any of such Loan Party's Pledged Recordable Intellectual Property or any action related thereto that does not conflict with applicable law or any existing license. In connection with
any such disposition, but subject to any confidentiality or other restrictions imposed on such Loan Party in any license or similar agreement, such Loan Party will supply to the Collateral Agent its
know-how and expertise relating to the relevant intellectual property or the products or services made or rendered in connection with such intellectual property, and its customer lists and
other records relating to such intellectual property and to the distribution of said products or services.

SECTION 15.Application of Proceeds(a) If an Event of Default shall have occurred and be
continuing (subject to the proviso set forth in Section 7.01 of the DIP Credit Agreement), the Collateral Agent may apply (i) any cash held in the Collateral Accounts of any Loan Party
and (ii) the proceeds of any sale or other disposition of all or any part of the Collateral of any Loan Party (other than any amount of such proceeds that, upon the order of the Bankruptcy
Court, shall be required to be escrowed or otherwise set aside for the benefit of holders of claims against the relevant Loan Party other than the Secured Obligations), in the following order of
priorities:



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The
Collateral Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. With respect to any proceeds of Collateral pledged by a
Joint and Several Guarantor, the distributions described in each clause above will be allocated pro rata to all the Obligations of the Loan Parties in each Borrower Group that constitute Secured
Obligations of such Joint and Several Guarantor.

(b)   If
at any time any portion of any monies collected or received by the Collateral Agent would, but for the provisions of this Section 15(b), be payable pursuant to
Section 15(a) in respect of a Contingent Secured Obligation, the Collateral Agent shall not apply any monies to pay such Contingent Secured Obligation but instead shall request the holder
thereof, at least 10 days before each proposed distribution hereunder, to notify the Collateral Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable
(e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent Secured
Obligation does not notify the Collateral Agent of the maximum ascertainable amount thereof at least two Business Days before such distribution, such holder will not be entitled to share in such
distribution. If such holder does so notify the Collateral Agent as to the maximum ascertainable amount thereof, the Collateral Agent will allocate to such holder a portion of the monies to be
distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However, the Collateral Agent will not apply such portion
of such monies to pay such Contingent Secured Obligation, but instead will hold such monies or invest such monies in Liquid Investments. All such monies and Liquid Investments and all proceeds thereof
will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 15(b) rather than Section 15(a). The Collateral Agent will hold all such monies
and Liquid Investments and the net proceeds thereof in trust until all or part of such Contingent Secured Obligation becomes a Non-Contingent Secured Obligation, whereupon the Collateral
Agent at the request of the relevant Secured Party will apply the amount so held in trust to pay such Non-Contingent Secured Obligation; providedthat, if the other Secured Obligations theretofore paid
pursuant to the same clause of Section 15(a)
(i.e., clausesecondorfourth) were not paid in full,
the Collateral Agent will apply the amount so held in trust to pay the same percentage of such Non-Contingent Secured Obligation as the percentage of such other Secured Obligations
theretofore paid pursuant to the same clause of Section 15(a). If (i) the holder of such Contingent Secured Obligation shall advise the Collateral Agent that no portion thereof remains
in the category of a Contingent Secured Obligation and (ii) the

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Collateral
Agent still holds any amount held in trust pursuant to this Section 15(b) in respect of such Contingent Secured Obligation (after paying all amounts payable pursuant to the preceding
sentence with respect to any portions thereof that became Non-Contingent Secured Obligations), such remaining amount will be applied by the Collateral Agent in the order of priorities set
forth in Section 15(a).

(c)   In
making the payments and allocations required by this Section, the Collateral Agent may rely upon information supplied to it pursuant to Section 19(f). All
distributions made by the Collateral Agent pursuant to this Section shall be final (except in the event of manifest error) and the Collateral Agent shall have no duty to inquire as to the application
by any Secured Party of any amount distributed to it. No Loan Party shall have any liability whatsoever in connection with any distribution or allocation or application of payment made under this
Section 15(c).

SECTION 16.Fees and Expenses; IndemnificationEach Loan Party will forthwith upon demand pay to the
Collateral Agent: (i) the amount of any taxes that the Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon,
(ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the
Collateral Agent
may incur in connection with (x) the administration or enforcement of the Security Documents, including such reasonable expenses as are incurred to preserve the value of the Collateral or the
validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Agent of any of its
rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Collateral Agent and that shall have become due and
payable in accordance with such written agreement; and (iv) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any loss, liability or
reasonable expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in
connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Agent's gross negligence or willful misconduct or a breach of any duty that
the Collateral Agent has under this Agreement (after giving effect to Sections 18 and 19). If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other
transaction provided for in the Security Documents, the Loan Parties will pay such tax and provide any required tax stamps to the Collateral Agent or as otherwise required by law.

SECTION 17.Authority to Administer CollateralEach Loan Party irrevocably appoints the Collateral Agent
its true and lawful attorney, with full power of substitution, in the name of such Loan Party, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at such Loan
Party's expense, at any time and from time to time while an Event of Default shall have occurred and be continuing, without application to or order of the Bankruptcy Court, all or any of the following
powers with respect to all or any of such Loan Party's Collateral:



The
Collateral Agent, on its own behalf and on behalf of each Secured Party, acknowledges and agrees that in order to exercise the rights and remedies under the Loan Documents with
respect to the assignment or transfer of control of any portion of the Collateral the assignment or transfer of control

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of
which is subject to Federal, state or local laws applicable to the telecommunications or cable industry, it may be necessary to obtain the prior approval or consent of one or more Governmental
Authorities. If the Collateral Agent reasonably determines that any such approval or consent is required in connection with any of the actions which may be taken by the Collateral Agent on its own
behalf or on behalf of the Secured Parties in the exercise of the rights and/or remedies hereunder or under the other Loan Documents then the Loan Parties, at their sole cost and expense, agree to use
their good faith efforts to secure such approval consent and to cooperate with the Collateral Agent in any action reasonably commenced by the Collateral Agent to secure such approval consent.

SECTION 18.Limitation on Duty in Respect of CollateralExcept for the exercise of reasonable care in the
custody and preservation thereof, which is hereby expressly undertaken, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any
sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent will be deemed to have
exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own
property.

SECTION 19.General Provisions Concerning the Collateral
Agent(a)Authority.The Collateral Agent is authorized to take such actions and to exercise
such powers as are delegated to the Collateral Agent by the terms of the Security Documents, together with such actions and powers as are reasonably incidental thereto.

(b)Rights and Powers as a Secured Party.The bank serving as the Collateral Agent shall, in its capacity as a
Secured Party, have the same rights and powers as any other Secured Party and may exercise the same as though it were not the Collateral Agent. Such bank and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with any Loan Party or any of their respective affiliates as if it were not the Collateral Agent hereunder.

(c)Limited Duties and Responsibilities.The Collateral Agent shall not have any duties or obligations under the
Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required DIP Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.10 of the DIP Credit Agreement), and (c) except as expressly set forth in the
Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Loan Party that is communicated to or
obtained by the bank serving as Collateral Agent or any of its affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it under this Agreement or with
respect to the Collateral with the consent or at the request of the Required DIP Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 10.10 of the DIP Credit Agreement) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness or
value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its
part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by any
Loan Party or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance
of any of the covenants, agreements or other

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terms
or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in any Security Document.

(d)Authority to Rely on Certain Writings, Statements and Advice.The Collateral Agent shall be entitled to rely
on, and shall not incur any liability for relying on, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed
or sent by the proper Person. The Collateral Agent also may rely on any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for any Loan Party), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the reasonable advice of any such counsel, accountant or expert.

(e)Sub-Agents and Related Parties.The Collateral Agent may perform any of its duties and exercise
any of its rights and powers through one or more sub-agents appointed by it. The Collateral Agent and any such sub-agent may perform any of its duties and exercise any of its
rights and powers through its Affiliates. The exculpatory provisions of Section 18 and this Section shall apply to any such sub-agent and to the Affiliates of the Collateral Agent
and any such sub-agent.

(f)Information as to Secured Obligations and Actions by Secured Parties.For all purposes of the Security
Documents, including determining the amounts of the Secured Obligations and whether a Secured Obligation is a Contingent Secured Obligation or not, or whether any action has been taken under any
Secured Agreement, the Collateral Agent will be entitled to rely on information from (i) its own records for information as to the Secured Parties, their Secured Obligations and actions taken
by them, (ii) any Secured Party for information as to its Secured Obligations and actions taken by it, to the extent that the Collateral Agent has not obtained such information from the
foregoing sources, and (iii) the Loan Parties, to the extent that the Collateral Agent has not obtained information from the foregoing sources.

(g)   The
Collateral Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trustee or similar representative thereof
that, in the Collateral Agent's opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose the Collateral Agent to liability (unless the Collateral Agent
shall have been indemnified, to its reasonable satisfaction, for such liability by the Secured Parties that gave such notice, consent, direction or instruction) or (iii) is unduly prejudicial
to Secured Parties not joining in such notice, consent, direction or instruction.

(h)Resignation; Successor Collateral Agent.The Collateral Agent may resign at any time in accordance with
Section 8.10 of the DIP Credit Agreement.

SECTION 20.Termination of Transaction Liens; Release of Collateral(a) The Transaction Liens
granted by each Loan Party shall terminate upon (i) the payment in full of all the Secured Obligations of such Loan Party, (ii) the termination of the Commitments and (iii) the
expiration or cancellation of all Letters of Credit issued for the account of such Loan Party;providedthat the Transaction Liens granted by any
Several Loan Party shall terminate upon satisfaction of the Exit Conditions with respect to such Loan Party.

(b)   Concurrently
with any sale, lease or other disposition by any Loan Party (except a lease or a sale or disposition to another Loan Party whose "Secured Obligations"
hereunder include "Secured Obligations" of the Loan Party effecting such sale or other disposition) of the Collateral permitted by this Agreement, the Transaction Liens on the assets sold or disposed
of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Collateral Agent or any other Secured Party.

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(c)   At
any time before the Transaction Liens terminate, the Collateral Agent may (i) release any Collateral of any Loan Party (but not all or substantially all of
such Collateral) with the prior written consent of the Required DIP Lenders or (ii) release all or substantially all the Collateral of any Loan Party with the prior written consent of all the
DIP Lenders. For purposes of this subsection (c), "Collateral" shall mean all the collateral securing the obligations of such Loan Party under the Loan Documents.

(d)   Upon
any termination of a Transaction Lien or release of Collateral, the Collateral Agent will, at the expense of the relevant Loan Party, execute and deliver to such
Loan Party such documents as such Loan Party shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as the case may be.

SECTION 21.Additional Loan PartiesAny Person may become a party hereto by signing and delivering to the
Collateral Agent a Security Agreement Supplement, whereupon such Person shall become a "Loan Party" as defined herein.

SECTION 22.NoticesEach notice, request or other communication given to any party hereunder shall be in
writing (which term includes facsimile or other electronic transmission) and shall be given at the address of such Loan Party specified in, and in accordance with, Section 10.01 of the DIP
Credit Agreement.

SECTION 23.No Implied Waivers; Remedies Not ExclusiveNo failure by the Collateral Agent or any other
Secured Party to exercise, and no delay in exercising and no course of dealing with respect to, any right or remedy under any Security Document shall operate as a waiver thereof; nor shall any single
or partial exercise by the Collateral Agent or any Secured Party of any right or remedy under any Loan Document preclude any other or further exercise thereof or the exercise of any other right or
remedy. The rights and remedies specified in the Loan Documents are cumulative and are not exclusive of any other rights or remedies provided by law.

SECTION 24.Successors and AssignsThis Agreement is for the benefit of the Collateral Agent and the
Secured Parties. If all or any part of any Secured Party's interest in any Secured Obligation is assigned or otherwise transferred, the transferor's rights hereunder, to the extent applicable to the
obligation so transferred, shall be automatically transferred with such obligation. This Agreement shall be binding on the Loan Parties and their respective successors and assigns.

SECTION 25.Amendments and WaiversNeither this Agreement nor any provision hereof may be waived,
amended, modified or terminated except pursuant to an agreement or agreements in writing enter into by the parties hereto, with the consent of such Lenders as are required to consent thereto under
Section 10.10 of the DIP Credit Agreement.

SECTION 26.Governing LawThis Agreement shall be governed by and construed in accordance with
(a) the laws of the State of New York, except as required by mandatory provisions of law and except to the extent that the validity or perfection of the security interest hereunder, or remedies
hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York and (b) Federal law (including, without limitation, the Bankruptcy
Code) to the extent the same has pre-empted the law of the State of New York or such other jurisdiction.

SECTION 27.Waiver of Jury TrialEACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY SECURITY DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

19

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OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 28.SeverabilityIf any provision of any Security Document is invalid or unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions of the Security Documents shall remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Collateral Agent and the Secured Parties in order to carry out the intentions of the parties thereto as nearly as may be possible and (ii) the invalidity or
unenforceability of such provision in such jurisdiction shall not affect the validity or enforceability thereof in any other jurisdiction.

SECTION 29.Adelphia Business Solutions, Inc. Promissory Note.Nothing in this Agreement or any
other Loan Document shall be construed to prevent the Parent from entering into any subordination and intercreditor arrangements with respect to the debtor-in-possession loan
(the "ACC-ABIZ DIP Loan") extended by the Parent to Adelphia Business Solutions, Inc. ("ABIZ") and its direct and indirect subsidiaries as may be necessary or desirable to permit
ABIZ and its direct and indirect subsidiaries to obtain additional debtor-in-possession financing.

20

---



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

| |  | 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:                                    
| |  |                                        
| |  | CITICORP USA, INC., as Collateral Agent
| |  | By:                                    
| |  |                                        

---