Exhibit 10.28.16

[*****] =
Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 80 under the Freedom of Information Act.

AMENDMENT NO. 13 AND WAIVER TO AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 13 AND WAIVER, dated as of March 17, 2004 (this
"Amendment") to the Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (as amended and in effect immediately prior to
the effectiveness of this Amendment, the "DIP Credit Agreement"), amongUCA LLC, CENTURY CABLE HOLDINGS,LLC,CENTURY-TCI CALIFORNIA,
L.P.,OLYMPUS CABLE HOLDINGS, LLC,PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P.,ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., andADELPHIA CALIFORNIA CABLEVISION,
LLC, as Borrowers, the
Guarantors party thereto,JPMORGAN CHASE BANK, as Administrative Agent,CITICORP USA, INC., as
Syndication Agent,J.P. MORGAN SECURITIES INC.andCITIGROUP GLOBAL MARKETS INC.(formerly
known as Salomon Smith Barney Inc.), as Joint Bookrunners and Co-Lead Arrangers,CITICORP USA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as
Co-Syndication Agent, andTHE 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 and/or waive certain provisions of the DIP Credit Agreement as set forth herein.

NOW,
THEREFORE, the parties hereto agree as follows:

Section 1.Definitions; References.Unless otherwise specifically defined herein, each capitalized term
used herein which is defined in the DIP Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the DIP Credit Agreement (as amended hereby). Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the DIP Credit Agreement shall, after the date
of effectiveness of this Amendment, refer to the DIP Credit Agreement as amended hereby.

Section 2.Definition of EBITDA.The definition of "EBITDA" contained in Section 1.01 of the DIP
Credit Agreement is hereby amended by (a) deleting the word "and" at the end of clause (i)(D) thereof and replacing it with a comma and (b) adding the word "and" and the following
new clause (i)(F) at the end of clause (i)(E) thereof:



Section 3.Definition of EBITDAR.The definition of "EBITDAR" contained in Section 1.01 of the DIP
Credit Agreement is hereby amended by (a) deleting the word "and" at the end of

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clause (i)(G)
thereof and replacing it with a comma and (b) adding the word "and" and the following new clause (i)(I) at the end of clause (i)(H) thereof:



Section 4.New Definitions.The following new definitions are inserted in alphabetical order in
Section 1.01 of the DIP Credit Agreement:



Section 5.Amendment to Certain Definitions in Connection with the Travelers Indemnity Agreement.

(a)Definition of Specified Inter-Group Reimbursement Obligation. The definition of Specified Inter-Group Reimbursement
Obligation contained in Section 1.01 of the DIP Credit Agreement is hereby deleted and replaced in its entirety with the following:



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(b)Definition of Surety Basket Amount. The definition of Surety Basket Amount contained in Section 1.01 of the DIP
Credit Agreement is hereby deleted and replaced in its entirety with the following:



Section 6.Amendment to Section 2.04(d) of the DIP Credit Agreement.Section 2.04(d) of
the DIP Credit Agreement is hereby amended by deleting the proviso and the last sentence of such Section and replacing the proviso and the last sentence of such Section in their entirety with the
following:



Section 7.Amendment to Section 2.06 of the DIP Credit Agreement.Section 2.06 of the DIP
Credit Agreement is hereby amended by deleting clause (v) of such Section and replacing it in its entirety with the following:



Section 8.Amendment to Number of LIBOR Contracts.    Section 2.07(a) of the DIP Credit Agreement is
hereby amended by deleting the last sentence of such Section and replacing it in its entirety with the following:



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Section 9.Amendment to Section 5.01(a) of the DIP Credit Agreement.    Section 5.01(a) of the
DIP Credit Agreement is hereby amended by deleting such Section and replacing it in its entirety with the following:



Section 10.Waiver of Indebtedness in Section 6.03 of the DIP Credit Agreement.    Each DIP Lender
hereby waives any Default or Event of Default arising under Section 6.03 of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of the incurrence
of any Indebtedness by any Loan Party by virtue of such Loan Party's agreement to purchase from the TelCove Entities certain minimum quantities of products or services, or to pay certain
pre-set penalties or liquidated damages in lieu thereof, in each case, pursuant to the terms of the TelCove Global Settlement Agreement.

Section 11.Waiver of Asset Sale Basket in Section 6.11(iv) of the DIP Credit
Agreement.    Each DIP Lender hereby waives any Default or Event of Default arising under Section 6.11(iv) of the DIP Credit Agreement, solely to the
extent that any such Default or Event of Default arises out of the sale, transfer or other disposition of any assets or other property by any Loan Party, including, without limitation, the
cancellation or forgiveness by any Loan Party of any indebtedness or other amounts

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owing
to such Loan Party from the TelCove Entities, in each case, in connection with the TelCove Global Settlement Transaction. The DIP Lenders hereby acknowledge and agree that prior to the execution
and delivery of this Amendment, they have received complete and accurate copies of the TelCove Global Settlement Agreement, including all Annexes thereto, which are completed and available as of the
date hereof. Notwithstanding the foregoing, the waiver set forth in this Section 11 shall only be effective to the extent that (A) the TelCove Global Settlement Transaction is
consummated substantially on the terms set forth in the term sheet dated March 4, 2004 relating to the TelCove Global Settlement Transaction, a copy of which has previously been provided to the
Co-Lead Arrangers and (B) the Loan Parties receive an order of the Bankruptcy Court that is reasonably satisfactory to the Co-Lead Arrangers approving the terms of the
TelCove Global Settlement Agreement, including without limitation, the asset and property transfers and dispositions contemplated thereby, it being expressly understood and agreed that to the extent
the Bankruptcy Court does not issue an order approving the terms of the TelCove Global Settlement Agreement, the waiver set forth in this Section 11 with respect to the asset and property
transfers and dispositions to be made pursuant to the terms thereof shall be null and void and of no further force or effect. In furtherance of the foregoing, each DIP Lender hereby acknowledges and
agrees that the fair market value of any assets or other property sold, transferred or otherwise disposed of as contemplated by the foregoing provisions of this Section 11, including, without
limitation, any indebtedness or other amounts owing to any Loan Party from the TelCove Entities that is cancelled or forgiven by any Loan Party pursuant to the terms of the TelCove Global Settlement
Agreement, shall not count against or otherwise reduce the aggregate dollar amount of asset sales or other dispositions that the Loan Parties are permitted to consummate under
Section 6.11(iv) of the DIP Credit Agreement without obtaining the prior written consent of the Required DIP Lenders.

Section 12.Waiver of Certain Pre-Petition Payments in Section 7.01(l) of the DIP Credit
Agreement.    Each DIP Lender hereby waives any Default or Event of Default arising under Section 7.01(l) of the DIP Credit Agreement, solely to the extent
that any such Default or Event of Default arises out of any Pre-Petition Payment made by any Loan Party to (A) [*****] and/or any affiliate(s) thereof
(collectively, "[*****]") pursuant to the terms of that certain Settlement Agreement, dated as of December 8, 2003 (the "[*****]"), it being
understood and agreed that the aggregate Pre-Petition Payment to be made to [*****] pursuant to the terms of the [*****] shall be equal to
$[*****], or (B) [*****] and/or any affiliate(s) thereof (collectively, "[*****]") pursuant to the terms of that certain
letter agreement, dated February 24, 2004 (the "[*****]"), including the payment of any intercompany obligations that are owed to any other Loan Party and have been
incurred prior to the Petition Date, so long as the proceeds of any such payment are applied to make such payments to [*****]; it being understood and agreed that
(1) the aggregate Pre-Petition Payment to be made to [*****] pursuant to the terms of the [*****] shall be equal to
$[*****] and (2) the effectiveness of the waiver with respect to the Pre-Petition Payment to be made by the Loan Parties to [*****]
pursuant to the terms of the [*****] shall be conditioned upon the receipt by the Loan Parties of an order of the Bankruptcy Court that is reasonably satisfactory to the
Co-Lead Arrangers approving the terms of the [*****], including without limitation, the Pre-Petition Payment to be made pursuant to the terms thereof,
it being expressly understood and agreed that to the extent the Bankruptcy Court does not issue an order approving the terms of the [*****], the waiver set forth in this
clause (B) with respect to the Pre-Petition Payment to be made pursuant to the terms thereof shall be null and void and of no further force or effect. The DIP Lenders hereby
acknowledge and agree that prior to the execution and delivery of this Amendment, complete and accurate copies of the (A) [*****] and the order of the Bankruptcy Court
approving, among other things, the Pre-Petition Payment to [*****] to be made pursuant to the terms thereof, and (B) the [*****] have
been provided to the Co-Lead Arrangers.

Section 13.Waivers with respect to Travelers Transaction.    Each DIP Lender hereby agrees to waive any
Default or Event of Default arising under Section 7.01(l) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises as a result of any Loan Party making
any Pre-Petition Payment, so long as (i) any such Pre-Petition Payment shall be made with respect to any Travelers Bond (as defined in the DIP Credit Agreement as
amended hereby), and (ii) the Bankruptcy Court shall have approved any such Pre-Petition Payment pursuant to an order

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authorizing
the transactions contemplated by the Travelers Indemnity Agreement, it being agreed that the effectiveness of the waivers set forth in this Section shall be conditioned upon the delivery
by the Loan Parties to the Co-Lead Arrangers of an executed copy of the Travelers Indemnity Agreement that is reasonably satisfactory to the Co-Lead Arrangers.

Section 14.Certain Waivers with respect to Seven A Borrower Group Transaction.

(a)   Each
DIP Lender hereby waives any Default or Event of Default arising under Section 2.14, Section 5.08(a), Section 6.03, Section 6.09,
Section 6.10(a), Section 6.10(b), Section 6.10(c), Section 6.10(d), Section 6.13, Section 7.01(b), Section 7.01(c) or Section 7.01(d) of the DIP
Credit Agreement, whether any such Default or Event of Default relates to a Loan Party in the Seven A Borrower Group or any other Loan Party under the DIP Credit Agreement, solely to the extent that
any such Default or Event of Default arises out of the Specified Funding Transaction. For purposes hereof, the term "Specified Funding Transaction"
shall mean all or any portion of that certain transaction pursuant to which (i) each Borrower listed on Schedule I hereto (such Borrowers being hereinafter collectively referred to as
the "Participating Borrowers") shall borrow under the DIP Credit Agreement in accordance with the terms thereof the amount set forth opposite such
Participating Borrower's name on Schedule I hereto (with all such borrowings to aggregate $100,000,000), (ii) the Participating Borrowers, upon receipt of the proceeds from the
Borrowings contemplated by clause (i) above, shall loan all such proceeds to the Parent (the "Participating Borrower Loan"), it being agreed that
(A) from and after the effective date of the Participating Borrower Loan through but excluding the date that the Participating Borrower Loan is repaid by the Parent in full, the Participating
Borrower Loan shall bear interest at the rate equal to the blended rate of interest applicable to the amounts borrowed under the DIP Credit Agreement by the Participating Borrowers in connection with
the making of the Participating Borrower Loan and (B) notwithstanding any terms of the DIP Credit Agreement to the contrary, including without limitation Section 6.10(d) and
Section 6.13 thereof, the aggregate principal amount of the Participating Borrower Loan, together with all accrued and unpaid interest thereon, shall not be repaid by the Parent until the
effective date of the Parent's plan of reorganization under chapter 11 of the Bankruptcy Code, (iii) the Parent, upon receipt of the proceeds from the Participating Borrower Loan, may make
capital contributions of some or all such proceeds to ACC Investment Holdings, Inc., the borrower in the Seven A Borrower Group, it being agreed that notwithstanding any terms of the DIP Credit
Agreement to the contrary, including without limitation Section 2.14 thereof (and any related definitions referenced therein), the receipt of such proceeds by ACC Investment
Holdings, Inc. shall not constitute a Reduction Event for purposes of the DIP Credit Agreement, including Section 2.14 thereof, and, accordingly, neither ACC Investment
Holdings, Inc. nor any other Loan Party in the Seven A Borrower Group shall be required to apply any such proceeds to repay any Indebtedness outstanding under the DIP Credit Agreement and
(iv) the Parent may use the proceeds of the Participating Borrower Loan and, after receipt of any such capital contributions from the Parent, ACC Investment Holdings, Inc. may use such
proceeds, for any lawful corporate purpose, including without limitation, to fund any and all amounts that may become due and payable from time to time under the terms of the TelCove Global Settlement
Agreement or the TelCove Master Settlement Agreement, including without limitation, to make the one-time $60,000,000 payment to the TelCove Entities contemplated by the TelCove Global
Settlement Agreement, and to make capital expenditures for shared services. In furtherance of the foregoing, each DIP Lender hereby acknowledges and agrees that neither the amount of the Participating
Borrower Loan to be made by the Participating Borrowers nor the amount of any such capital contributions to be made by the Parent to ACC Investment Holdings, Inc., in each case as contemplated
hereby, shall count against or otherwise reduce the aggregate amount of Investments that the Loan Parties are permitted to make under the terms of Section 6.10(a) of the DIP Credit Agreement
without obtaining the prior written consent of the Required DIP Lenders.

(b)   Notwithstanding
the foregoing, the waivers set forth in Section 14(a) above shall be conditioned upon and shall not become effective until the Loan Parties shall
have received an order of the Bankruptcy Court modifying the terms of the Cash Management Protocol and, if required, the Cash Management Order, to permit the consummation of the Specified Funding
Transaction on the

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terms
herein provided, it being expressly understood and agreed that to the extent the Bankruptcy Court does not issue such order the waivers set forth in Section 14(a) above shall be null and
void and of no further force or effect.

Section 15.GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE.

Section 16.Counterparts; Effectiveness.    This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Subject to the immediately following proviso and the immediately following
sentence hereof, this Amendment shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the
Required DIP Lenders;provided, that the waivers contemplated by Sections 11, 12(B) and 14 hereof shall not become effective until the Administrative
Agent shall have received certified copies of the order of the Bankruptcy Court specified in such Sections; andprovided, further,that the waivers
contemplated by Section 13 hereof and the amendments set forth in Sections 5, 6 and 7 hereof shall not become effective until the Loan Parties shall have delivered to the Co-Lead
Arrangers a copy of the Travelers Indemnity Agreement that is reasonably satisfactory to the Co-Lead Arrangers. This Amendment shall be deemed effective in the case of any party as to
which an executed counterpart shall not have been received, if the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a
counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and
binding on all parties hereto.

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

| |  | JPMORGAN CHASE BANK
| |  | -------------------
| |  | By:                

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| | CITICORP USA, INC.
| | ------------------
| | By:               
| |                   
| |                   

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| |  | WACHOVIA BANK, N.A.
| |  | -------------------
| |  | By:                

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| |  | THE BANK OF NOVA SCOTIA
| |  | -----------------------
| |  | By:                    



| |  | FLEET NATIONAL BANK
| |  | -------------------
| |  | By:                

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| |  | BANK OF AMERICA, N.A.
| |  | ---------------------
| |  | By:                  

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| |  | GENERAL ELECTRIC CAPITAL CORPORATION
| |  | ------------------------------------
| |  | By:                                 

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| |  | THE TRAVELERS INSURANCE COMPANY
| |  | -------------------------------
| |  | By:                            

| |  | BANK OF MONTREAL
| |  | ----------------
| |  | By:             

| |  | CALPERS
| |  | -------
| |  | By:    

| |  | CREDIT LYONNAIS NEW YORK
| |  | ------------------------
| |  | By:                     

| |  | THE FOOTHILL GROUP, INC.
| |  | ------------------------
| |  | By:                     

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| |  | MORGAN STANLEY SENIOR FUNDING, INC.
| |  | -----------------------------------
| |  | By:                                

| |  | SUMITOMO MITSUI BANKING CORPORATION
| |  | -----------------------------------
| |  | By:                                

| |  | BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH
| |  | --------------------------------------------------
| |  | By:                                               
| |  | By:                                               

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| |  | EATON VANCE SENIOR INCOME TRUST                  
| |  | -------------------------------------------------
| |  | By:  Eaton Vance Management as Investment Advisor
| |  | By:                                              

| |  | EATON VANCE CDO III, LTD.                        
| |  | -------------------------------------------------
| |  | By:  Eaton Vance Management as Investment Advisor
| |  | By:                                              

| |  | EATON VANCE CDO IV, LTD.                         
| |  | -------------------------------------------------
| |  | By:  Eaton Vance Management as Investment Advisor
| |  | By:                                              

| |  | COSTANTINUS EATON VANCE CDO V, LTD.              
| |  | -------------------------------------------------
| |  | By:  Eaton Vance Management as Investment Advisor
| |  | By:                                              

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| |  | SPCP GROUP LLC
| |  | --------------
| |  | By:           

| |  | SUNAMERICA SENIOR FLOATING RATE FUND INC.            
| |  | -----------------------------------------------------
| |  | By:  Stanfield Capital Partners LLC as its subadvisor
| |  | By:                                                  

| |  | DEUTSCHE BANK TRUST COMPANY AMERICAS
| |  | ------------------------------------
| |  | By:                                 

| |  | AURM CLO 2002-1 LTD.                                        
| |  | ------------------------------------------------------------
| |  | By:  Stein Roe & Farnham Incorporated, as Investment Manager
| |  | By:                                                         

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| |  | AIM FLOATING RATE FUND                                          
| |  | ----------------------------------------------------------------
| |  | By:  INVESCO Senior Secured Management, Inc. as Attorney in Fact
| |  | By:                                                             

| |  | CHARTER VIEW PORTFOLIO                                            
| |  | ------------------------------------------------------------------
| |  | By:  INVESCO Senior Secured Management, Inc. as Investment Advisor
| |  | By:                                                               

| |  | DIVERSIFIED CREDIT PORTFOLIO LTD.                                 
| |  | ------------------------------------------------------------------
| |  | By:  INVESCO Senior Secured Management, Inc. as Investment Adviser
| |  | By:                                                               

| |  | TCW SELECT LOAN FUND, LIMITED                     
| |  | --------------------------------------------------
| |  | By:  TCW Advisors, Inc., as its Collateral Manager
| |  | By:                                               
| |  | By:                                               

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| |  | C-SQUARED CDO LTD.                               
| |  | -------------------------------------------------
| |  | By:  TCW Advisors, Inc., as its Portfolio Manager
| |  | By:                                              

| |  | SRF 2000 LLC
| |  | ------------
| |  | By:         

| |  | SRF TRADING, INC.
| |  | -----------------
| |  | By:              

| |  | CARLYLE HIGH YIELD PARTNERS IV, LTD.
| |  | ------------------------------------
| |  | By:                                 

| |  | FLAGSHIP CLO II
| |  | ---------------
| |  | By:            

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| |  | AIG SUNAMERICA LIFE ASSURANCE COMPANY
| |  | -------------------------------------
| |  |                                      
| |  | By:                                  

| |  | FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR
| |  | --------------------------------------------
| |  |                                             
| |  | By:                                         

| |  | GOLDMAN SACHS CREDIT PARTNERS L.P.
| |  | ----------------------------------
| |  | By:                               

| |  | REGIMENT CAPITAL, LTD                                          
| |  | ---------------------------------------------------------------
| |  | By:  Regiment Capital Management, LLC as its Investment Advisor
| |  | By:                                                            
| |  | By:                                                            

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| |  | PRESIDENT & FELLOWS OF HARVARD COLLEGE
| |  | --------------------------------------
| |  | By:                                   
| |  | By:                                   
| |  | By:                                   

| |  | LIBERTYVIEW FUNDS, L.P.
| |  | -----------------------
| |  | By:                    

| |  | LONG LANE MASTER TRUST IV                      
| |  | -----------------------------------------------
| |  | By:  Fleet National Bank as Trust Administrator
| |  | By:                                            

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| |  | AIMCO CLO, SERIES 2001-A
| |  | ------------------------
| |  | By:                     

| |  | ALLSTATE LIFE INSURANCE COMPANY
| |  | -------------------------------
| |  | By:                            

| |  | PROTECTIVE LIFE INSURANCE COMPANY
| |  | ---------------------------------
| |  | By:                              

| |  | WACHOVIA BANK, NATIONAL ASSOCIATION
| |  | -----------------------------------
| |  | By:                                

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| |  | GLENEAGLES TRADING LLC
| |  | ----------------------
| |  | By:                   

| |  | HIGHLAND LOAN FUNDING V LTD                                 
| |  | ------------------------------------------------------------
| |  | By:  Highland Capital Management, L.P. as Collateral Manager
| |  | By:                                                         

| |  | CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
| |  | ----------------------------------------------
| |  | By:                                           
| |  | By:                                           

| |  | ING PRIME RATE TRUST                               
| |  | ---------------------------------------------------
| |  | By:  ING Investments, LLC as its investment manager
| |  | By:                                                

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| |  | ING SENIOR INCOME FUND                             
| |  | ---------------------------------------------------
| |  | By:  ING Investments, LLC as its investment manager
| |  | By:                                                

| |  | INDOSUEZ CAPITAL FUNDING VI, LIMITED       
| |  | -------------------------------------------
| |  | By:  Indosuez Capital as Collateral Manager
| |  | By:                                        

| |  | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY               
| |  | ----------------------------------------------------------
| |  | By:  David L. Babson & Company Inc., as Investment Adviser
| |  | By:                                                       

| |  | MAPLEWOOD (CAYMAN) LIMITED
| |  | --------------------------
| |  | By:                       
| |  | By:                       

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| |  | BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
| |  | -----------------------------------------
| |  | By:                                      

| |  | BRYN MAWR CLO, LTD.                                            
| |  | ---------------------------------------------------------------
| |  | By:  Deerfield Capital Management LLC as its Collateral Manager
| |  | By:                                                            

| |  | GULF STREAM-COMPASS CLO 2002-I LTD                          
| |  | ------------------------------------------------------------
| |  | By:  Gulf Stream Asset Management, LLC as Collateral Manager
| |  | By:                                                         

| |  | STANWICH LOAN FUNDING LLC
| |  | -------------------------
| |  | By:                      

| |  | RIVIERA FUNDING LLC
| |  | -------------------
| |  | By:                

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| |  | ATRIUM CDO
| |  | ----------
| |  | By:       

| |  | CSAM FUNDING II
| |  | ---------------
| |  | By:            

| |  | TORONTO DOMINION (TEXAS), INC.
| |  | ------------------------------
| |  | By:                           

| |  | NOMURA BOND & LOAN FUND                      
| |  | ---------------------------------------------
| |  | By:  UFJ Trust Company of New York as Trustee
| |  | By:                                          
| |  | By:                                          

| |  | CLYDESDALE CLO 2001-1, LTD
| |  | --------------------------
| |  | By:                       
| |  | By:                       

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| |  | IMPERIAL CREDIT ASSET MANAGEMENT
| |  | --------------------------------
| |  | By:                             

| |  | CITIBANK, N.A.
| |  | --------------
| |  | By:           
| |  | Name:         
| |  | Title:        

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| |  | RESTORATION FUNDING CLO, LTD.
| |  | -----------------------------
| |  | By:                          
| |  | By:                          

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| |  | ACC CABLE COMMUNICATIONS FL-VA, LLC              
| |  | -------------------------------------------------
| |  | By:  ACC Cable Holdings VA, Inc., its sole member

| |  | ACC CABLE HOLDINGS VA, INC.
| |  | ---------------------------

| |  | ACC HOLDINGS II, LLC                      
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

| |  | ACC INVESTMENT HOLDINGS, INC.
| |  | -----------------------------

| |  | ACC OPERATIONS, INC.
| |  | --------------------

| |  | ACC TELECOMMUNICATIONS HOLDINGS LLC       
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

| |  | ACC TELECOMMUNICATIONS LLC                               
| |  | ---------------------------------------------------------
| |  | By:  ACC Telecommunications Holdings LLC, its sole member
| |  | By:  ACC Operations, Inc., its sole member               

| |  | ACC TELECOMMUNICATIONS OF VIRGINIA LLC                   
| |  | ---------------------------------------------------------
| |  | By:  ACC Telecommunications Holdings LLC, its sole member
| |  | By:  ACC Operations, Inc., its sole member               

| |  | ACC-AMN HOLDINGS LLC                      
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member
| |  | ADELPHIA ACQUISITION SUBSIDIARY, INC.     

| |  | ADELPHIA ARIZONA, INC.
| |  | ----------------------

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| |  | ADELPHIA BLAIRSVILLE, LLC                         
| |  | --------------------------------------------------
| |  | By:  Century Communications Corp., its sole member

| |  | ADELPHIA CABLE PARTNERS, L.P.                                 
| |  | --------------------------------------------------------------
| |  | By:  Olympus Cable Holdings, LLC, its Managing General Partner
| |  | By:  Olympus Subsidiary, LLC, its sole member                 
| |  | By:  Olympus Communications, L.P., its sole member            
| |  | By:  ACC Operations, Inc., its managing general partner       

| |  | ADELPHIA CABLEVISION ASSOCIATES, L.P.                 
| |  | ------------------------------------------------------
| |  | By:  Chelsea Communications, Inc., its general partner

| |  | ADELPHIA CABLEVISION CORP.
| |  | --------------------------

| |  | ADELPHIA CABLEVISION OF BOCA RATON, LLC         
| |  | ------------------------------------------------
| |  | By:  Adelphia Cablevision Corp., its sole member

| |  | ADELPHIA CABLEVISION OF FONTANA LLC          
| |  | ---------------------------------------------
| |  | By:  Clear Cablevision, Inc., its sole member

| |  | ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC   
| |  | ---------------------------------------------
| |  | By:  Clear Cablevision, Inc., its sole member

| |  | ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC            
| |  | -------------------------------------------------------
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

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| |  | ADELPHIA CABLEVISION, LLC                 
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

| |  | ADELPHIA CABLEVISION OF NEW YORK, INC.
| |  | --------------------------------------

| |  | ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC                     
| |  | ---------------------------------------------------------------
| |  | By:  Ft. Myers Cablevision, LLC, its sole member               
| |  | By:  Ft. Myers Acquisition Limited Partnership, its sole member
| |  | By:  Olympus Communications, L.P., its general partner         
| |  | By:  ACC Operations, Inc., its managing general partner        

| |  | ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC                     
| |  | ---------------------------------------------------------------
| |  | By:  Ft. Myers Cablevision, LLC, its sole member               
| |  | By:  Ft. Myers Acquisition Limited Partnership, its sole member
| |  | By:  Olympus Communications, L.P., its general partner         
| |  | By:  ACC Operations, Inc., its managing general partner        

| |  | ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC
| |  | ---------------------------------------------
| |  | By:  Mickelson Media, Inc., its sole member  

| |  | ADELPHIA CABLEVISION OF SAN BERNADINO, LLC   
| |  | ---------------------------------------------
| |  | By:  Clear Cablevision, Inc., its sole member

| |  | ADELPHIA CABLEVISION OF SANTA ANA, LLC    
| |  | ------------------------------------------
| |  | By:  UCA, LLC, its sole member            
| |  | By:  ACC Operations, Inc., its sole member

| |  | ADELPHIA CABLEVISION OF SEAL BEACH, LLC           
| |  | --------------------------------------------------
| |  | By:  Manchester Cablevision, Inc., its sole member

---



| |  | ADELPHIA CABLEVISION OF SIMI VALLEY, LLC  
| |  | ------------------------------------------
| |  | By:  UCA, LLC, its sole member            
| |  | By:  ACC Operations, Inc., its sole member

| |  | ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC               
| |  | ---------------------------------------------------------------
| |  | By:  Century New Mexico Cable Television Corp., its sole member

| |  | ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC
| |  | -----------------------------------------------
| |  | By:                                            

| |  | ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC
| |  | ----------------------------------------------
| |  | By:  Huntington CATV, Inc., its sole member   

| |  | ADELPHIA CALIFORNIA CABLEVISION, LLC                   
| |  | -------------------------------------------------------
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | ADELPHIA CENTRAL PENNSYLVANIA, LLC                               
| |  | -----------------------------------------------------------------
| |  | By:  National Cable Acquisition Associates, L.P., its sole member
| |  | By:  Olympus Communications, L.P., its general partner           
| |  | By:  ACC Operations, Inc., its managing general Partner          
| |  | ADELPHIA CLEVELAND, LLC                                          
| |  | By:  Adelphia of the Midwest, Inc., its sole member              

| |  | ADELPHIA COMMUNICATIONS CORPORATION
| |  | -----------------------------------

---



| |  | ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC      
| |  | ------------------------------------------------
| |  | By:  Adelphia Cablevision Corp., its sole member

| |  | ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC   
| |  | ------------------------------------------------
| |  | By:  Adelphia Cablevision Corp., its sole member

| |  | ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC         
| |  | -------------------------------------------------------
| |  | By:  FrontierVision, its sole member                   
| |  | By:  FrontierVision Holdings, L.P., its general partner
| |  | By:  FrontierVision Partners, L.P., its general partner
| |  | By:  Adelphia GP Holdings, L.L.C., its general partner 
| |  | By:  ACC Operations, Inc., its sole member             

| |  | ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.
| |  | -------------------------------------------

| |  | ADELPHIA COMPANY OF WESTERN CONNECTICUT
| |  | ---------------------------------------

| |  | ADELPHIA GENERAL HOLDINGS III, INC.
| |  | -----------------------------------

| |  | ADELPHIA GS CABLE, LLC                           
| |  | -------------------------------------------------
| |  | By:  Olympus Cable Holdings, LLC, its sole member
| |  | By:  Olympus Subsidiary, LLC, its sole member    
| |  | By:  Olympus Communications, L.P., it sole member
| |  | By:  ACC Operations, Inc., its sole member       

| |  | ADELPHIA GP HOLDINGS, LLC                 
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

| |  | ADELPHIA HARBOR CENTER HOLDINGS, LLC      
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

---



| |  | ADELPHIA HOLDINGS 2001, LLC                      
| |  | -------------------------------------------------
| |  | By:  Olympus Subsidiary, LLC, its sole member    
| |  | By:  Olympus Communications, L.P., it sole member
| |  | By:  ACC Operations, Inc., its managing partner  

| |  | ADELPHIA INTERNATIONAL II, LLC                              
| |  | ------------------------------------------------------------
| |  | By:  ACC Operations, Inc., its member                       
| |  | By:  Adelphia Communications International, Inc., its member

| |  | ADELPHIA INTERNATIONAL III LLC                              
| |  | ------------------------------------------------------------
| |  | By:  ACC Operations, Inc., its member                       
| |  | By:  Adelphia Communications International, Inc., its member

| |  | ADELPHIA OF THE MIDWEST, INC.
| |  | -----------------------------

| |  | ADELPHIA MOBILE PHONES
| |  | ----------------------

| |  | ADELPHIA PINELLAS COUNTY, LLC                                  
| |  | ---------------------------------------------------------------
| |  | By:  Ft. Myers Cablevision, L.L.C., its sole member            
| |  | By:  Ft. Myers Acquisition Limited Partnership, its sole member
| |  | By:  Olympus Communications, L.P., its general partner         
| |  | By:  ACC Operations, Inc., its managing general partner        

| |  | ADELPHIA PRESTIGE CABLEVISION, LLC               
| |  | -------------------------------------------------
| |  | By:  Century Cable Holdings, LLC, its sole member
| |  | By:  Century Cable Holding Corp., its sole member

| |  | ADELPHIA TELECOMMUNICATIONS, INC.
| |  | ---------------------------------

| |  | ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC.
| |  | --------------------------------------------

---



| |  | ADELPHIA WELLSVILLE, LLC                  
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

| |  | ADELPHIA WESTERN NEW YORK HOLDINGS, LLC   
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

| |  | ADELPHIA COMMUNICATIONS, INC.
| |  | -----------------------------

| |  | ARAHOVA HOLDINGS, LLC                                  
| |  | -------------------------------------------------------
| |  | By:  Olympus Cable Holdings, LLC, its sole member      
| |  | By:  Olympus Subsidiary, LLC, its sole member          
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | BADGER HOLDING CORPORATION
| |  | --------------------------

| |  | BETTER TV, INC. OF BENNINGTON
| |  | -----------------------------

| |  | BLACKSBURG/SALEM CABLEVISION, INC.
| |  | ----------------------------------

| |  | BRAZAS COMMUNICATIONS, INC.
| |  | ---------------------------

| |  | BUENAVISION TELECOMMUNICATIONS, INC.
| |  | ------------------------------------

| |  | CABLE SENRY CORPORATION
| |  | -----------------------

| |  | CALIFORNIA AD SALES, LLC                                       
| |  | ---------------------------------------------------------------
| |  | By:  Ft. Myers Cablevision, L.L.C., its sole member            
| |  | By:  Ft. Myers Acquisition Limited Partnership, its sole member
| |  | By:  Olympus Communications, L.P., its general partner         
| |  | By:  ACC Operations, Inc., its managing general partner        

| |  | CCC-III, INC.
| |  | -------------

---



| |  | CCC-INDIANA, INC.
| |  | -----------------

| |  | CCH INDIANA, L.P.                    
| |  | -------------------------------------
| |  | By:  CCC-Indiana, its general partner

| |  | CDA CABLE, INC.
| |  | ---------------

| |  | CENTURY ADVERTISING, INC.
| |  | -------------------------

| |  | CENTURY ALABAMA CORP
| |  | --------------------

| |  | CENTURY ALABAMA HOLDING CORP.
| |  | -----------------------------

| |  | CENTURY AUSTRALIA COMMUNICATIONS CORP.
| |  | --------------------------------------

| |  | CENTURY BERKSHIRE CABLE CORP.
| |  | -----------------------------

| |  | CENTURY CABLE HOLDINGS, LLC                      
| |  | -------------------------------------------------
| |  | By:  Century Cable Holding Corp., its sole member

| |  | CENTURY CABLE HOLDING CORP.
| |  | ---------------------------

| |  | CENTURY CABLE MANAGEMENT CORPORATION
| |  | ------------------------------------

| |  | CENTURY CABLE OF SOUTHERN CALIFORNIA
| |  | ------------------------------------

| |  | CENTURY CABLEVISION HOLDINGS, LLC                      
| |  | -------------------------------------------------------
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | CENTURY CAROLINA CORP.        
| |  | ------------------------------
| |  | CENTURY COLORADO SPRINGS CORP.

---



| |  | CENTURY COLORADO SPRINGS PARTNERSHIP                 
| |  | -----------------------------------------------------
| |  | By:  Paragon Cable Television Inc., a general partner

| |  | CENTURY COMMUNICATIONS CORP.
| |  | ----------------------------

| |  | CENTURY CULLMAN CORP.
| |  | ---------------------

| |  | CENTURY ENTERPRISE CABLE CORP.
| |  | ------------------------------

| |  | CENTURY EXCHANGE, LLC                            
| |  | -------------------------------------------------
| |  | By:  Century Cable Holding Corp., its sole member

| |  | CENTURY FEDERAL, INC.
| |  | ---------------------

| |  | CENTURY GRANITE CABLE TELEVISION CORP.
| |  | --------------------------------------

| |  | CENTURY HUNTINGTON COMPANY
| |  | --------------------------

| |  | CENTURY INDIANA CORP.
| |  | ---------------------

| |  | CENTURY ISLAND ASSOCIATES, INC.
| |  | -------------------------------

| |  | CENTURY ISLAND CABLE TELEVISION CORP.
| |  | -------------------------------------

| |  | CENTURY INVESTMENT HOLDING CORP.
| |  | --------------------------------

| |  | CENTURY INVESTORS, INC.
| |  | -----------------------

| |  | CENTURY KANSAS CABLE TELEVISION CORP.
| |  | -------------------------------------

| |  | CENTURY LYKENS CABLE CORP.
| |  | --------------------------

| |  | CENTURY MENDOCINO CABLE TELEVISION, INC.
| |  | ----------------------------------------

| |  | CENTURY MISSISSIPPI CORP.
| |  | -------------------------

---



| |  | CENTURY MOUNTAIN CORP.
| |  | ----------------------

| |  | CENTURY NEW MEXICO CABLE CORP.
| |  | ------------------------------

| |  | CENTURY NORWICH CORP.
| |  | ---------------------

| |  | CENTURY OHIO CABLE TELEVISION CORP.
| |  | -----------------------------------

| |  | CENTURY OREGON CABLE CORP.
| |  | --------------------------

| |  | CENTURY PACIFIC CABLE TV, INC.
| |  | ------------------------------

| |  | CENTURY PROGRAMMING, INC.
| |  | -------------------------

| |  | CENTURY REALTY CORP.
| |  | --------------------

| |  | CENTURY SHASTA CABLE TELEVISION CORP.
| |  | -------------------------------------

| |  | CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP.
| |  | -------------------------------------------------

| |  | CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.      
| |  | -------------------------------------------------
| |  | By:  Century Exchange LLC, its general partner   
| |  | By:  Century Cable Holding Corp., its sole member

| |  | CENTURY-TCI CALIFORNIA, L.P.                                         
| |  | ---------------------------------------------------------------------
| |  | By:  Century-TCI California Communications, L.P., its general partner
| |  | By:  Century Exchange LLC, its general partner                       
| |  | By:  Century Cable Holding Corp., its sole member                    

| |  | CENTURY-TCI HOLDINGS, LLC                                           
| |  | --------------------------------------------------------------------
| |  | By: Century-TCI California Communications, L.P., its general partner
| |  | By:  Century Exchange LLC, its general partner                      
| |  | By:  Century Cable Holding Corp., its sole member                   

| |  | CENTURY TRINIDAD CABLE TELEVISION CORP.
| |  | ---------------------------------------

| |  | CENTURY VIRGINIA CORP.
| |  | ----------------------

---



| |  | CENTURY VOICE AND DATA COMMUNICATIONS, INC.
| |  | -------------------------------------------

| |  | CENTURY WARRICK CABLE CORP.
| |  | ---------------------------

| |  | CENTURY WASHINGTON CABLE TELEVISION, INC.
| |  | -----------------------------------------

| |  | CENTURY WYOMING CABLE TELEVISION CORP.
| |  | --------------------------------------

| |  | CHELSEA COMMUNICATIONS, INC.
| |  | ----------------------------

| |  | CHELSEA COMMUNICATIONS, LLC
| |  | ---------------------------

| |  | By:  Olympus Cable Holdings, LLC, its sole member      
| |  | -------------------------------------------------------
| |  | By:  Olympus Subsidiary, LLC, its sole member          
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | CHESTNUT STREET SERVICES, LLC            
| |  | -----------------------------------------
| |  | By: ACC Operations, Inc., its sole member

| |  | CLEAR CABLEVISION, INC.
| |  | -----------------------

| |  | CMA CABLEVISION ASSOCIATES VII, L.P.                            
| |  | ----------------------------------------------------------------
| |  | By:  Tele-Media Company of Tri-States, L.P., its general partner
| |  | By:  Tri-States, L.L.C., its general partner                    
| |  | By:  Century Cable Holdings, LLC, its sole member               
| |  | By:  Century Cable Holding Corp., its managing general partner  

---



| |  | CMA CABLEVISION ASSOCIATES XI, LIMITED PARTNERSHIP              
| |  | ----------------------------------------------------------------
| |  | By:  Tele-Media Company of Tri-States, L.P., its general partner
| |  | By:  Tri-States, L.L.C., its general partner                    
| |  | By:  Century Cable Holdings, LLC, its sole member               
| |  | By:  Century Cable Holding Corp., its managing general partner  

| |  | CORAL SECURITY, INC.
| |  | --------------------

| |  | COWLITZ CABLEVISION, INC.
| |  | -------------------------

| |  | CP-MDU I LLC                                                 
| |  | -------------------------------------------------------------
| |  | By:  Adelphia California Cablevision, L.L.C., its sole member
| |  | By:  Olympus Communications, L.P., its sole member           
| |  | By:  ACC Operations, Inc., its managing general partner      

| |  | CP-MDU II LLC                                                
| |  | -------------------------------------------------------------
| |  | By:  Adelphia California Cablevision, L.L.C., its sole member
| |  | By:  Olympus Communications, L.P., its sole member           
| |  | By:  ACC Operations, Inc., its managing general partner      

| |  | E. & E. CABLE SERVICE, INC.
| |  | ---------------------------

| |  | EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC              
| |  | --------------------------------------------------------
| |  | By:  Eastern Virginia Cablevision, L.P., its sole member
| |  | By:  TMC Holdings Corporation, its general partner      

| |  | EASTERN VIRGINIA CABLEVISION, L.P.                
| |  | --------------------------------------------------
| |  | By:  TMC Holdings Corporation, its general partner

---



| |  | EMPIRE SPORTS NETWORK, L.P.                                      
| |  | -----------------------------------------------------------------
| |  | By:  Parnassos Communications, L.P., its general partner         
| |  | By:  Adelphia Western New York Holdings, LLC, its general partner
| |  | By:  ACC Operations, Inc., its sole member                       

| |  | FAE CABLE MANAGEMENT CORP.
| |  | --------------------------

| |  | FOP INDIANA, L.P.                                               
| |  | ----------------------------------------------------------------
| |  | By:  FrontierVision Cable New England, Inc., its general partner

| |  | FRONTIERVISION ACCESS PARTNERS, LLC                          
| |  | -------------------------------------------------------------
| |  | By:  FrontierVision Operating Partners, L.P., its sole member
| |  | By:  FrontierVision Holdings, L.P., its general partner      
| |  | By:  FrontierVision Partners, L.P., its general partner      
| |  | By:  Adelphia GP Holdings, LLC, its general partner          
| |  | By:  ACC Operations, Inc., its sole member                   

| |  | FRONTIERVISION CABLE NEW ENGLAND, INC.
| |  | --------------------------------------

| |  | FRONTIERVISION CAPITAL CORPORATION
| |  | ----------------------------------

| |  | FRONTIERVISION HOLDINGS CAPITAL CORPORATION
| |  | -------------------------------------------

| |  | FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
| |  | ----------------------------------------------

| |  | FRONTIERVISION HOLDINGS L.L.C.                     
| |  | ---------------------------------------------------
| |  | By:  FrontierVision Partners, L.P., its sole member
| |  | By:  Adelphia GP Holdings, LLC, its general partner
| |  | By:  ACC Operations, Inc., its sole member         

---



| |  | FRONTIER VISION HOLDINGS L.P.                          
| |  | -------------------------------------------------------
| |  | By:  FrontierVision Partners, L.P., its general partner
| |  | By:  Adelphia GP Holdings, LLC, its general partner    
| |  | By:  ACC Operations, Inc., its sole member             

| |  | FRONTIERVISION OPERATING PARTNERS L.L.C.               
| |  | -------------------------------------------------------
| |  | By:  FrontierVision Holdings, L.P., its sole member    
| |  | By:  FrontierVision Partners, L.P., its general partner
| |  | By:  Adelphia GP Holdings, LLC, its general partner    
| |  | By:  ACC Operations, Inc., its sole member             

| |  | FRONTIERVISION OPERATING PARTNERS L.P.                 
| |  | -------------------------------------------------------
| |  | By:  FrontierVision Holdings, L.P., its general partner
| |  | By:  FrontierVision Partners, L.P., its general partner
| |  | By:  Adelphia GP Holdings, LLC, its general partner    
| |  | By:  ACC Operations, Inc., its sole member             

| |  | FT. MYERS ACQUISITION LIMITED PARTNERSHIP              
| |  | -------------------------------------------------------
| |  | By:  Olympus Communications, L.P., its general partner 
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | FT. MYERS CABLEVISION, LLC                                     
| |  | ---------------------------------------------------------------
| |  | By:  Ft. Myers Acquisition Limited Partnership, its sole member
| |  | By:  Olympus Communications, L.P., its general partner         
| |  | By:  ACC Operations, Inc., its managing general partner        

---



| |  | GENESIS CABLE COMMUNICATIONS SUBSIDIARY, L.L.C.          
| |  | ---------------------------------------------------------
| |  | By:  ACC Cable Communications FL-VA, LLC, its sole member
| |  | By:  ACC Cable Holdings VA, Inc., its sole member        

| |  | GLOBAL ACQUISITION PARTNERS, L.P.                      
| |  | -------------------------------------------------------
| |  | By:  Global Cablevision II, LLC, its general partner   
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | GLOBAL CABLEVISION II, LLC                        
| |  | --------------------------------------------------
| |  | By:  Olympus Communications, L.P., its sole member
| |  | By:  ACC Operations, Inc., its managing partner   

| |  | THE GOLF CLUB AT WENDING CREEK FARMS, LLC 
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

| |  | GRAFTON CABLE COMPANY
| |  | ---------------------

| |  | GS CABLE LLC                                           
| |  | -------------------------------------------------------
| |  | By:  Adelphia GS Cable, LLC, its sole member           
| |  | By:  Olympus Cable Holdings, LLC, its sole member      
| |  | By:  Olympus Subsidiary, LLC, its sole member          
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

---



| |  | GS TELECOMMUNICATIONS LLC                              
| |  | -------------------------------------------------------
| |  | By:  GS Cable, LLC, its sole member                    
| |  | By:  Adelphia GS Cable, LLC, its sole member           
| |  | By:  Olympus Cable Holdings, LLC, its sole member      
| |  | By:  Olympus Subsidiary, LLC, its sole member          
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | HARRON CABLEVISION OF NEW HAMPSHIRE, INC.
| |  | -----------------------------------------

| |  | HUNTINGTON CATV, INC.
| |  | ---------------------

| |  | IMPERIAL VALLEY CABLEVISION, INC.
| |  | ---------------------------------

| |  | KALAMAZOO COUNTY CABLEVISION, INC.
| |  | ----------------------------------

| |  | KEY BISCAYNE CABLEVISION                                      
| |  | --------------------------------------------------------------
| |  | By:  Adelphia Cable Partners, LP, a general partner           
| |  | By:  Olympus Cable Holdings, LLC, its managing general partner
| |  | By:  Olympus Subsidiary, LLC, its sole member                 
| |  | By:  Olympus Communications, L.P., its sole member            
| |  | By:  ACC Operations, Inc., its managing general partner       

| |  | KOOTENAI CABLE, INC.
| |  | --------------------

| |  | LAKE CHAMPLAIN CABLE TELEVISION CORPORATION
| |  | -------------------------------------------

| |  | LEADERSHIP ACQUISITION LIMITED PARTNERSHIP             
| |  | -------------------------------------------------------
| |  | By:  Olympus Communications, L.P., its general partner 
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | LOUISA CABLEVISION, INC.
| |  | ------------------------

---



| |  | MANCHESTER CABLEVISION, INC
| |  | ---------------------------

| |  | MARTHA'S VINEYARD CABLEVISION, L.P.                  
| |  | -----------------------------------------------------
| |  | By:  Century Cable Holdings, LLC, its general partner
| |  | By:  Century Cable Holding Corp., its sole member    

| |  | MERCURY COMMUNICATIONS, INC.
| |  | ----------------------------

| |  | MICKELSON MEDIA, INC.
| |  | ---------------------

| |  | MICKELSON MEDIA OF FLORIDA, INC.
| |  | --------------------------------

| |  | MONUMENT COLORADO CABLEVISION, INC.
| |  | -----------------------------------

| |  | MOUNTAIN CABLE COMMUNICATIONS CORPORATION
| |  | -----------------------------------------

| |  | MOUNTAIN CABLE COMPANY, L.P.
| |  | ----------------------------
| |  | By:                         

| |  | MONTGOMERY CABLEVISION, INC.
| |  | ----------------------------

| |  | MT. LEBANON CABLEVISION, INC.
| |  | -----------------------------

| |  | MULTI-CHANNEL T.V. CABLE COMPANY
| |  | --------------------------------

| |  | NATIONAL CABLE ACQUISITION ASSOCIATES, L.P.            
| |  | -------------------------------------------------------
| |  | By:  Olympus Communications, L.P., its general partner 
| |  | By:  ACC Operations, Inc., its managing general partner

---



| |  | OLYMPUS CABLE HOLDINGS, LLC                            
| |  | -------------------------------------------------------
| |  | By:  Olympus Subsidiary, LLC, its sole member          
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | OLYMPUS CAPITAL CORPORATION
| |  | ---------------------------

| |  | OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C.                
| |  | -------------------------------------------------------
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | OLYMPUS COMMUNICATIONS, L.P.                           
| |  | -------------------------------------------------------
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | OLYMPUS SUBSIDIARY, LLC                                
| |  | -------------------------------------------------------
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | OWENSBORO-BRUNSWICK, INC.
| |  | -------------------------

| |  | OWENSBORO INDIANA, L.P.                                         
| |  | ----------------------------------------------------------------
| |  | By:  Century Granite Cable Television Corp., its general partner

| |  | OWENSBORO ON THE AIR, INC.
| |  | --------------------------

| |  | PAGE TIME, INC.
| |  | ---------------

| |  | PARAGON CABLE TELEVISION INC.
| |  | -----------------------------

| |  | PARAGON CABLEVISION CONSTRUCTION CORPORATION
| |  | --------------------------------------------

| |  | PARAGON CABLEVISION MANAGEMENT CORPORATION
| |  | ------------------------------------------

---



| |  | PARNASSOS COMMUNICATIONS, L.P.                                   
| |  | -----------------------------------------------------------------
| |  | By:  Adelphia Western New York Holdings, LLC, its general partner
| |  | By:  ACC Operations, Inc., its sole member                       

| |  | PARNASSOS HOLDINGS, LLC                                          
| |  | -----------------------------------------------------------------
| |  | By:  Parnassos Communications, L.P., its sole member             
| |  | By:  Adelphia Western New York Holdings, LLC, its general partner
| |  | By:  ACC Operations, Inc., its sole member                       

| |  | PARNASSOS, L.P.                                                  
| |  | -----------------------------------------------------------------
| |  | By:  Parnassos Communications, L.P., its general partner         
| |  | By:  Adelphia Western New York Holdings, LLC, its general partner
| |  | By:  ACC Operations, Inc., its sole member                       

| |  | PERICLES COMMUNICATIONS CORPORATION
| |  | -----------------------------------

| |  | PULLMAN TV CABLE CO., INC.
| |  | --------------------------

| |  | RENTAVISION OF BRUNSWICK, INC.
| |  | ------------------------------

| |  | RICHMOND CABLE TELEVISION CORPORATION
| |  | -------------------------------------

| |  | RIGPAL COMMUNICATIONS, INC.
| |  | ---------------------------

| |  | ROBINSON/PLUM CABLEVISION                              
| |  | -------------------------------------------------------
| |  | By:  Olympus Subsidiary, LLC, its general partner      
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | SABRES, INC.
| |  | ------------

| |  | SCRANTON CABLEVISION, INC.
| |  | --------------------------

| |  | SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.
| |  | ------------------------------------------------

---



| |  | SOUTHEAST FLORIDA CABLE, INC.
| |  | -----------------------------

| |  | SOUTHWEST COLORADO CABLE, INC.
| |  | ------------------------------

| |  | SOUTHWEST VIRGINIA CABLE, INC.
| |  | ------------------------------

| |  | S/T CABLE CORPORATION
| |  | ---------------------

| |  | STAR CABLE INC.
| |  | ---------------

| |  | STARPOINT, LIMITED PARTNERSHIP                                     
| |  | -------------------------------------------------------------------
| |  | By:  West Boca Acquisition Limited Partnership, its general partner
| |  | By:  Adelphia Cable Partners, L.P., its general partner            
| |  | By:  Olympus Cable Holdings, LLC, its managing general partner     
| |  | By:  Olympus Subsidiary, LLC, its sole member                      
| |  | By:  Olympus Communications, L.P., its sole member                 
| |  | By:  ACC Operations, Inc., its managing general partner            

| |  | SVHH CABLE ACQUISITION, L.P.                
| |  | --------------------------------------------
| |  | By:  SVhh Holdings, LLC, its general partner
| |  | By:  ACC Operations, Inc., its sole member  

| |  | SVHH HOLDINGS, LLC                        
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

| |  | TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE            
| |  | --------------------------------------------------------
| |  | By:                                                     
| |  | By:  Eastern Virginia Cablevision, L.P., its sole member
| |  | By:  TMC Holdings Corporation, its general partner      

---



| |  | TELE-MEDIA COMPANY OF TRI-STATES L.P.            
| |  | -------------------------------------------------
| |  | By:  Tri-States, L.L.C., its general partner     
| |  | By:  Century Cable Holdings, LLC, its sole member
| |  | By:  Century Cable Holding Corp., its sole member

| |  | TELE-MEDIA INVESTMENT PARTNERSHIP, L.P.                            
| |  | -------------------------------------------------------------------
| |  | By:  National Cable Acquisition Associates, L.P., a general partner
| |  | By:  Olympus Communications, L.P., its general partner             
| |  | By:  ACC Operations, Inc., its managing general partner            

| |  | TELESAT ACQUISITION, LLC                               
| |  | -------------------------------------------------------
| |  | By:  Arahova Holdings, LLC, its sole member            
| |  | By:  Olympus Cable Holdings, LLC, its sole member      
| |  | By:  Olympus Subsidiary, LLC, its sole member          
| |  | By:  Olympus Communications, L.P., its sole member     
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | TELESTAT ACQUISITION LIMITED PARTNERSHIP               
| |  | -------------------------------------------------------
| |  | By:  Olympus Communications, L.P., its general partner 
| |  | By:  ACC Operations, Inc., its managing general partner

| |  | THE MAIN INTERNETWORKS, INC.
| |  | ----------------------------

| |  | THE WESTOVER T.V. CABLE CO., INCORPORATED
| |  | -----------------------------------------

---



| |  | THREE RIVERS CABLE ASSOCIATES, L.P.                      
| |  | ---------------------------------------------------------
| |  | By:  Chelsea Communications, LLC, a general partner      
| |  | By:  Olympus Cable Holdings, LLC, its sole member        
| |  | By:  Olympus Subsidiary, LLC, its sole member            
| |  | By:  Olympus Communications, L.P., its sole member       
| |  | By:  ACC Operations, Inc., its managing general partner  
| |  | And By:  Mt. Lebanon Cablevision, Inc., a general partner

| |  | TIMOTHEOS COMMUNICATIONS, L.P.                                   
| |  | -----------------------------------------------------------------
| |  | By:  Olympus Communications Holdings, L.L.C., its general partner
| |  | By:  Olympus Communications, L.P., its sole member               
| |  | By:  ACC Operations, Inc., its managing general partner          

| |  | TMC HOLDINGS CORPORATION
| |  | ------------------------

| |  | TMC HOLDINGS, LLC
| |  | -----------------

| |  | TRI-STATES, L.L.C.                               
| |  | -------------------------------------------------
| |  | By:  Century Cable Holdings, LLC, its sole member
| |  | By:  Century Cable Holding Corp., its sole member

| |  | UCA LLC                                   
| |  | ------------------------------------------
| |  | By:  ACC Operations, Inc., its sole member

| |  | U.S. TELE-MEDIA INVESTMENT COMPANY
| |  | ----------------------------------

| |  | UPPER ST. CLAIR CABLEVISION, INC.
| |  | ---------------------------------

| |  | VALLEY VIDEO, INC.
| |  | ------------------

| |  | VAN BUREN COUNTY CABLEVISION, INC.
| |  | ----------------------------------

| |  | WARRICK CABLEVISION, INC.
| |  | -------------------------

---



| |  | WARRICK INDIANA, L.P.                  
| |  | ---------------------------------------
| |  | By:  CCC-III, Inc., its general partner

| |  | WELLSVILLE CABLEVISION, L.L.C.                   
| |  | -------------------------------------------------
| |  | By:  Century Cable Holdings, LLC, its sole member
| |  | By:  Century Cable Holding Corp., its sole member

| |  | WEST BOCA ACQUISITION LIMITED PARTNERSHIP                     
| |  | --------------------------------------------------------------
| |  | By:  Adelphia Cable Partners, L.P., its general partner       
| |  | By:  Olympus Cable Holdings, LLC, its managing general partner
| |  | By:  Olympus Subsidiary, LLC, its sole member                 
| |  | By:  Olympus Communications, L.P., its sole member            
| |  | By:  ACC Operations, Inc., its managing general partner       

| |  | WESTERN NY CABLEVISION, L.P.                                     
| |  | -----------------------------------------------------------------
| |  | By:  Adelphia Western New York Holdings, LLC, its general partner
| |  | By:  ACC Operations, Inc, its sole member                        

| |  | WESTVIEW SECURITY, INC.
| |  | -----------------------

---



| |  | WILDERNESS CABLE COMPANY
| |  | ------------------------
| |  | YOUNG'S CABLE TV CORP.  
| |  | YUMA CABLEVISION, INC.  

| | By: |  | /s/WILLIAM T. SCHLEYER
| | --- |  | ----------------------
| |     |  | Name:                 
| |     |  | Title:                

---