Exhibit 2.03  Richard
S. Toder, Esq. (RT-3917) Neil E.
Herman, Esq.(NH-2513) Amanda R. Waller, Esq.(AW-2115) MORGAN,
LEWIS & BOCKIUS LLP 101 Park
Avenue New York,
New York  10178 (212) 309-6000  Attorneys
for Debtor  IN THE
  UNITED STATES BANKRUPTCY COURTSOUTHERN
  DISTRICT OF NEW YORKxIn re:
  ::
  
  
  Chapter
  11CENTURY/ML
  CABLE VENTURE,
  ::
  
  
  Case
  No. 02-14838 (REG)Debtor.
  :x
   PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE FILED BY CENTURY/ML CABLE VENTURE   Dated:
  August 9,
  2005New
  York, New York


TABLE OF CONTENTS  ARTICLE 1
  
  DEFINITIONS AND CONSTRUCTION OF TERMS1.1
  Definitions; Interpretation;
  Application of Definitions and Rules of ConstructionARTICLE 2
  
  TREATMENT OF ALLOWED ADMINISTRATIVE EXPENSE CLAIMS
  AND ALLOWED PRIORITY TAX CLAIMS2.1
  Non-Classification2.2
  Administrative Expense Claims2.3
  US Trustee Fees2.4
  Priority Tax ClaimsARTICLE 3
  
  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS3.1
  Identification of Classes3.2
  Elimination of ClassesARTICLE 4
  
  TREATMENT OF CLAIMS AND EQUITY INTERESTS4.1
  CLASS 1  SECURED CLAIMS4.2
  CLASS 2  PRIORITY CLAIMS4.3
  CLASS 3  PERSONAL
  INJURY AND OTHER INSURED CLAIMS4.4
  CLASS 4  GENERAL
  UNSECURED CLAIMS4.5
  CLASS 5  LITIGATION CLAIMS4.6
  CLASS 6  EQUITY INTERESTS4.7
  Assumed Sale LiabilitiesARTICLE 5
  
  IMPLEMENTATION AND EFFECT OF CONFIRMATION OF PLAN5.1
  Termination of Certain Rights5.2
  Sale Motion5.3
  Sale of Equity Interests5.4
  Maintenance of Sellers Escrow Account5.5
  Distribution of Proceeds of Sale Transaction5.6
  Revesting of Assets5.7
  Continuation of Bankruptcy Injunction or
  Stays5.8
  Full and Final Satisfaction5.9
  Avoidance Actions and Continuance of
  Litigation  i


5.10
  Administration Pending Effective Date5.11
  Setoffs5.12
  Section 1145 Exemption5.13
  Administration of Estate5.14
  Closing of Chapter 11 Case5.15
  Merger of Subsidiary/Name ChangeARTICLE 6
  
  DISTRIBUTIONS AND TREATMENT OF DISPUTED, CONTINGENT
  AND UNLIQUIDATED CLAIMS AND EQUITY INTERESTS6.1
  Method of Distributions
  Under this Plan6.2
  Objections to and Resolution of
  Administrative Expense Claims, Claims and Equity Interests6.3
  Establishment and Maintenance of Reserve
  for Disputed Claims6.4
  Distributions Upon Allowance or
  Disallowance of Disputed Claims6.5
  Disputed Payments6.6
  Unclaimed DistributionsARTICLE 7
  
  EXECUTORY CONTRACTS AND UNEXPIRED LEASES;
  INDEMNIFICATION CLAIMS; AND RETIREE BENEFITS7.1
  Executory Contracts and
  Unexpired Leases7.2
  Claims Deadline for Filing Proofs of
  Claims Relating to Executory Contracts and Unexpired Leases Rejected Pursuant
  to this Plan7.3
  Insurance Policies7.4
  Compensation and Benefit ProgramsARTICLE 8
  
  EXCULPATION, INJUNCTIONS, ETC8.1
  Exculpation and Release8.2
  Discharge8.3
  InjunctionsARTICLE 9
  
  CONDITIONS TO CONFIRMATION AND EFFECTIVENESS OF THE
  PLAN9.1
  Condition to Confirmation9.2
  Conditions Precedent to Effectiveness9.3
  Waiver of Conditions  ii


9.4
  Effect of Failure of ConditionsARTICLE 10
  
  RETENTION OF JURISDICTION10.1
  Retention of JurisdictionARTICLE 11
  
  MISCELLANEOUS PROVISIONS11.1
  Effectuating Documents and Further
  Transactions11.2
  Exemption from Transfer Taxes11.3
  Amendment or Modification of this Plan11.4
  Severability11.5
  Revocation or Withdrawal of this Plan.
  Debtor reserves the right to revoke or withdraw this Plan prior to the
  Confirmation Date11.6
  Plan Supplement11.7
  Binding Effect11.8
  Notices11.9
  Governing Law11.10
  Withholding and Reporting Requirements11.11
  Headings11.12
  Filing of Additional Documents11.13
  Inconsistency11.14
  Withdrawal of Plan11.15
  Change of Control  iii


Richard
S. Toder, Esq. (RT-3917) Neil E.
Herman, Esq. (NH-2513) Amanda R. Waller, Esq. (AW-2115) MORGAN,
LEWIS & BOCKIUS LLP 101 Park
Avenue New York,
New York  10178 (212) 309-6000  Attorneys
for Debtor  IN THE
  UNITED STATES BANKRUPTCY COURTSOUTHERN
  DISTRICT OF NEW YORKxIn re:
  ::
  
  
  Chapter
  11CENTURY/ML
  CABLE VENTURE,
  ::
  
  
  Case
  No. 02-14838 (REG)Debtor.
  :x
  PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE FILED BY CENTURY/ML CABLE VENTURE  Century/ML Cable Venture,
the Debtor and Debtor-in-Possession in the above-captioned case, hereby
proposes this Plan of Reorganization under Section 1121(a) of Title
11 of the United States Code.  ARTICLE 1
DEFINITIONS AND CONSTRUCTION OF TERMS  1.1Definitions;
Interpretation; Application of Definitions and Rules of Construction.  For purposes of this Plan, the following
terms shall have the meanings specified in this Article 1.  A term used herein that is not defined
herein, but that is used in the Bankruptcy Code, shall have the meaning
ascribed to that term in the Bankruptcy Code and the rules of construction
contained in Section 102 of the Bankruptcy Code shall apply to the
construction hereof.  Wherever from the
context it appears appropriate, each term stated in either the singular or the
plural shall include both the singular and the plural and pronouns stated in
the masculine, feminine or neuter gender shall include the masculine, feminine
and neuter.  Unless otherwise specified,
all Section, Article, Schedule or Exhibit references in this Plan are
to the respective Section in, Article of, Schedule to, or Exhibit to,
this Plan. Headings in this Plan are for convenience of reference only and
shall not limit or otherwise affect the provisions hereof.  The words herein, hereof, hereto, hereunder
and other words of similar import refer to this Plan as a whole and not to any
particular Section, sub-Section or clause contained in this Plan.


Incorporation of
Exhibits.  All Exhibits
to this Plan are an essential part of this Plan and are incorporated herein by
reference as fully as if set forth in their entirety herein.  Acquisition Agreement
shall mean that certain Interest Acquisition Agreement, dated as of June 3,
2005, by and among the Debtor, Century, ML Media, Subsidiary and Buyer,
substantially in the form annexed as Exhibit A to the Disclosure
Statement, as it may be amended from time to time, and any ancillary documents,
pursuant to which Buyer will acquire 100% of the outstanding ownership
interests in New CMLCV free and clear of all Liens, Claims and encumbrances,
except as otherwise set forth in the Acquisition Agreement.  Adelphia shall
mean Adelphia Communications Corporation, a Delaware corporation, and one of
the debtors-in-possession in jointly administered Chapter 11 bankruptcy
proceedings pending in the Bankruptcy Court under Case No. 02-41729 (REG),
together with all of its Affiliates (including Century, but excluding the
Debtor and the Subsidiary).  Adelphia Claims
shall mean all Claims and Causes of Action asserted by Adelphia (excluding,
however, Equity Interests and Claims of the Subsidiary) for amounts allegedly
owing from the Debtor to Adelphia.  Administrative
Expense Claim shall mean a Claim under Section 503(b) of the
Bankruptcy Code that is entitled to priority under Section 507(a)(1) of
the Bankruptcy Code, including, without limitation, (a) any actual and
necessary costs and expenses of preserving the Estate or administering the
Chapter 11 Case as authorized and approved by a Final Order, (b) any
actual and necessary costs and expenses incurred after the Petition Date in the
ordinary course of the Debtors business, (c) fees and expenses of Professionals
to the extent Allowed by Final Order under Sections 330, 331, or 503 of the
Bankruptcy Code, and (d) all fees and charges assessed against the Estate
pursuant to 28 U.S.C. § 1930.  Adversary Proceeding
shall mean the proceeding styled as ML Media Partners, L.P. vs. Century/ML
Cable Venture, Adelphia Communications Corp. and Highland Holdings, Adv. No. 02-02544.  Affiliate shall
mean, with respect to any Person, any Person that directly or indirectly
through one or more intermediaries Controls or is Controlled by or under common
Control with the specified Person.  The
term Affiliate, when used in connection with Adelphia, shall include Century
but shall exclude the Debtor and the Subsidiary.  Allowed shall
mean, with reference to any Claim:  (a) a
Claim that has been listed by the Debtor in its Schedules, as such Schedules
may be amended from time to time in accordance with Bankruptcy Rule 1009,
and (i) is not listed as disputed, contingent or unliquidated, and (ii) is
not a Claim for which a proof of claim has been filed; (b) a Claim for which
a timely proof of Claim has been filed as of the Bar Date to the extent it is
for a sum certain and either (i) no objection thereto, or application to  2


estimate,
equitably subordinate, reclassify or otherwise limit recovery, has been made on
or before any applicable deadline, or (ii) if an objection thereto, or
application to estimate, equitably subordinate, reclassify or otherwise limit
recovery, has been interposed, the extent to which such Claim (whether in whole
or in part) has been allowed by a Final Order or a final order from a court
having jurisdiction over such Claim; (c) a Claim arising from the recovery
of property under Section 550 or 553 of the Bankruptcy Code and allowed in
accordance with Section 502(h) of the Bankruptcy Code; and (d) any
Claim expressly allowed by Final Order.  Assumed Sale
Liability shall mean all liabilities and obligations of the Debtor, other
than liabilities and obligations of the Debtor that fall within one or more of
the following categories: (a)  Excluded Liabilities (as defined in the
Acquisition Agreement), or (b) Liabilities (as defined in the Acquisition
Agreement), the existence of which constitutes a breach of the representation
and warranty contained in Section 4.3(g) of the Acquisition Agreement,
for which the Buyer is entitled to indemnification from the Sellers.  Bankruptcy Code
shall mean Title 11 of the United States Code, as amended from time to time, as
applicable to the Chapter 11 Case.  Bankruptcy Court
shall mean the United States District Court for the Southern District of New
York having jurisdiction over the Chapter 11 Case and, to the extent of any
reference under 28 U.S.C. § 157, the bankruptcy unit of such District
Court under 28 U.S.C. § 151.  Bankruptcy Rules
shall mean the Federal Rules of Bankruptcy Procedure as promulgated under
28 U.S.C. § 2075 and the Local Rules of the Bankruptcy Court, each as
amended from time to time.  Bar Date shall
mean January 15, 2004, or other date fixed by order of the Bankruptcy
Court by which Persons asserting a Claim against the Debtor must file a proof
of claim on account of such Claim or be forever barred from asserting a Claim
against the Debtor or its property and from sharing in distributions hereunder.  Business Day
shall mean any day other than a Saturday, Sunday, legal holiday, or another day
in which commercial banks in New York are required or authorized to close, as
such term is defined in Bankruptcy Rule 9006.  Buyer shall mean
San Juan Cable, LLC.  Cash shall mean
cash, cash equivalents (including personal checks drawn on a bank insured by
the Federal Deposit Insurance Corporation, certified checks and money orders)
and other readily marketable direct obligations of the United States of America
and certificates of deposit issued by banks.  Causes of Action
shall include, without limitation, any and all actions, causes of action,
liabilities, obligations, rights, suits, debts, sums of money, damages,
judgments, Claims and demands whatsoever, whether known or unknown, liquidated
or unliquidated,  3


matured or unmatured,
disputed or undisputed, assertable directly or indirectly, in law, equity, or
otherwise, including causes of action under Article 5 of the Bankruptcy
Code, whether or not commenced as of the Confirmation Date.  Century shall
mean Century Communications Corporation, a Texas corporation, and one of the
debtors-in-possession in jointly administered Chapter 11 bankruptcy proceedings
pending in the Bankruptcy Court under Case No.
02-41729 (REG).  Chapter 11 Case
shall mean the Debtors case under Chapter 11 of the Bankruptcy Code which is
currently pending in the Bankruptcy Court.  Claim shall have
the meaning set forth in Section 101(5) of the Bankruptcy Code.  Class shall mean
any category of Claims or Equity Interests classified in this Plan.  Collateral shall
mean any property or interest in property of the Estate subject to a Lien to
secure the payment or performance of a Claim, which Lien is not subject to
avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy
Code or applicable law.  Confirmation Date
shall mean the date on which the Clerk of the Bankruptcy Court enters the
Confirmation Order on the docket of the Bankruptcy Court.  Confirmation Hearing
shall mean the hearing held by the Bankruptcy Court to consider confirmation of
this Plan pursuant to Section 1129 of the Bankruptcy Code, as such hearing
may be adjourned or continued from time to time.  Confirmation Order
shall mean the order of the Bankruptcy Court confirming this Plan pursuant to
the provisions of the Bankruptcy Code, which order shall, among other things, (i) authorize
Century, ML Media and the Debtor to comply with their obligations under the
Acquisition Agreement, (ii) be in form and substance consistent with the terms
of the Acquisition Agreement, and (iii) be acceptable to ML Media and
Century in all respects, and be acceptable to Buyer in its reasonable judgment.  Contingent Claim
shall mean any Claim for which a proof of claim has been filed with the
Bankruptcy Court which was not filed in a sum certain, or which is dependent
upon a future event that has not occurred or may never occur.  Control
(including the terms controlled by and under common control with) shall
mean the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of stock, as trustee or executor, by contract or credit arrangement
or otherwise.  Cure shall mean
the distribution within a reasonable period of time following the Effective
Date, of Cash, or such other property as may be agreed upon by the Debtor and
the non-Debtor party to the executory contract or unexpired lease or ordered by
the  4


Bankruptcy Court,
with respect to the assumption (or assumption and assignment) of an executory
contract or unexpired lease, pursuant to section 365(b) of the
Bankruptcy Code, in an amount equal to all unpaid monetary obligations, without
interest, or such other amount as may be agreed upon by such parties or ordered
by the Bankruptcy Court, under such executory contract or unexpired lease, to
the extent such obligations are enforceable under the Bankruptcy Code and
applicable non-bankruptcy law.  Debtor shall
mean Century/ML Cable Venture, a New York general partnership, and shall mean
the bankruptcy estate and the assets and liabilities remaining with Debtor
following the Effective Date of this Plan.  Debtor-in-Possession
shall mean the Debtor in its capacity as debtor-in-possession in the
Chapter 11 Case pursuant to Sections 1107(a) and 1108 of the Bankruptcy
Code.  Disclosure Statement
shall mean the disclosure statement relating to this Plan, including without
limitation, all exhibits and schedules thereto, in the form approved by the
Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code.  Disputed shall
mean, with respect to Claims or Equity Interests, any such Claim or Equity
Interest: (a) as to which the Debtor or any other party-in-interest has
interposed a timely objection or request for estimation, or has sought to
equitably subordinate or otherwise limit recovery in accordance with the
Bankruptcy Code and the Bankruptcy Rules, or which is otherwise disputed by the
Debtor in accordance with applicable law, which objection, request for
estimation, action to limit recovery or dispute has not been withdrawn or
determined by Final Order; (b) which is a Contingent Claim; or (c) which
has not been Allowed.  Disputed Claims Reserve
shall have the meaning set forth in Section 6.3 of this Plan.  Effective Date
shall mean the first Business Day on or after the Confirmation Date on which
all conditions to the occurrence of the effective date set forth in Section 9.2
of this Plan have been satisfied or waived pursuant to Section 9.3 of this
Plan.  Equity Interests
shall mean the partnership interests of ML Media and Century in the Debtor
pursuant to the Joint Venture Agreement.  Estate shall
mean the estate created in the Chapter 11 Case pursuant to Section 541 of
the Bankruptcy Code and continuing until the Chapter 11 Case is closed, pursuant
to Section 350 of the Bankruptcy Code.  Excluded Liabilities
shall have the meaning given such term in the Acquisition Agreement.  Exculpated Parties
shall have the meaning set forth in Section 8.1 of this Plan.  5


Final Order
shall mean an order, ruling or judgment of the Bankruptcy Court as to which the
time to appeal, petition for certiorari, or
move for reargument or rehearing has expired and as to which no appeal,
petition for certiorari, or other proceedings
for reargument or rehearing shall then be pending or as to which any right to
appeal, petition for certiorari,
reargue, or rehear shall have been waived in writing in form and substance
satisfactory to the Debtor, or, in the event that an appeal, writ of certiorari, or reargument or rehearing thereof has been
sought, such order or judgment of the Bankruptcy Court shall have been
determined by the highest court to which such order was appealed, or certiorari, reargument or rehearing shall have been denied
and the time to take any further appeal, petition for certiorari
or move for reargument or rehearing shall have expired; provided, however,
that the possibility that a motion under Rule 59 or Rule 60 of the
Federal Rules of Civil Procedure, or any analogous rule under the
Bankruptcy Rules, may be filed with respect to such order shall not cause such
order not to be a Final Order.  General Unsecured
Claim shall mean any Claim that is not a Secured Claim, Administrative
Expense Claim, Priority Tax Claim, Litigation Claim, Personal Injury Claim or
Priority Claim.  Highland Holdings
shall mean Highland Holdings GP, a Pennsylvania general partnership.  Indemnity Escrow
Account shall mean the escrow account to be established by the Sellers under
the Acquisition Agreement and to be funded from the Purchase Price.  Joint Venture
Agreement shall mean that certain Amended and Restated Management
Agreement and Joint Venture Agreement of Century/ML Cable Venture dated as of January 1,
1994 by and between Century and ML Media.  Leveraged Recap
Agreement shall mean that certain Leveraged Recapitalization Agreement,
dated December 13, 2001, by and among the Debtor, ML Media, Century,
Adelphia and Highland Holdings.  Lien shall have
the meaning set forth in Section 101(37) of the Bankruptcy Code; except
that a lien that has been avoided in accordance with Sections 544, 545, 546,
547, 548 or 549 of the Bankruptcy Code shall not constitute a Lien.  Litigation Claims
shall mean, collectively, the Adelphia Claims and the ML Media Claims.  Management Board
shall mean that certain four member management board of the Debtor appointed
pursuant to the Joint Venture Agreement, as it may be constituted from time to
time.  ML Media shall
mean ML Media Partners, L.P., a Delaware limited partnership.  6


ML Media Claims
shall mean all Claims and Causes of Action asserted by ML Media against the
Debtor including, without limitation, in connection with the Leveraged Recap
Agreement.  New CMLCV shall
mean Century/ML Cable Venture as reorganized, and pursuant to the Acquisition
Agreement and by operation of law, liquidated into the Buyer on and after the
Effective Date.  To the extent the
Acquisition Agreement requires (i) the merger of the Subsidiary into
Century/ML Cable Venture and/or (ii) a change in the name of Century/ML Cable
Venture, then the term New CMLCV shall include such surviving entity
following any such merger or re-naming of the entity.  Person shall
mean any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated association or organization,
governmental agency or political subdivision thereof.  Personal Injury and
Other Insured Claim shall mean any Claim relating to personal injury,
property damage or products liability, defamation, workers compensation, or
other similar claim asserted against the Debtor that has not been compromised
and settled or otherwise resolved, and shall include Claims arising from or
related to products or services provided by the Debtor prior to the Petition
Date regardless of when the accident or injury occurs and other claims for
which insurance exists.  Petition Date
shall mean September 30, 2002, the date on which the Debtor filed its
voluntary Chapter 11 petition with the Bankruptcy Court pursuant to the
Bankruptcy Code.  Plan shall mean
this Chapter 11 plan of reorganization including, without limitation, the Plan
Documents, and all exhibits, supplements, appendices and schedules hereto and
thereto, either in its present form or as the same may be altered, amended or
modified from time to time.  Plan Administrator
shall mean any Person or entity that may be designated by the Debtor (pursuant
to an agreement between ML Media and Century) to administer the Estate on and
after the Effective Date with the rights, powers and duties of the Plan
Administrator as set forth in Article 5 hereunder.  In the absence of any such designation, the
Estate on and after the Effective Date shall be administered by Century and ML
Media.  Plan Administrator
Agreement shall mean the agreement, if any, prescribing the powers, duties
and rights of the Plan Administrator in administering this Plan.  Plan Documents
shall mean the Plan, any Plan Administrator Agreement, the Schedule of
Contracts/Leases to be Rejected, if any, and the Acquisition Agreement.  Plan Funding Reserve
shall mean one or more reserves to be established on the Effective Date from
the Sellers Escrow Account in an amount equal to (without  7


duplication) the
sum of (i) an amount sufficient to satisfy all Allowed Claims in full, (ii) the
Disputed Claims Reserve, and (iii) the Retained Cash.  Plan Supplement
shall mean the supplement, if any, containing copies of the Plan Documents
which shall be filed with the Bankruptcy Court. 
The Plan Supplement is incorporated into, and is a part of, this Plan as
if set forth in full herein, and all references to this Plan shall refer to
this Plan together with all documents contained in the Plan Supplement.  Pledge Agreement
shall mean that certain Pledge and Security Agreement among Century, Adelphia
and ML Media dated as of December 13, 2001.  Priority Claims
shall mean any and all Claims (or portions thereof), if any, entitled to
priority under Section 507(a) of the Bankruptcy Code other than
Priority Tax Claims and Administrative Expense Claims.  Priority Tax Claim
shall mean any Claim of a governmental unit entitled to priority under
Sections 502(i) and 507(a)(8) of the Bankruptcy Code.  Professional Fees
shall mean the fees and expenses of Professionals.  Professionals
shall mean those Persons (a) employed pursuant to an order of the
Bankruptcy Court in accordance with Sections 327 or 1103 of the Bankruptcy Code
and to be compensated for services pursuant to Sections 327, 328, 329, 330 and
331 of the Bankruptcy Code, or (b) for which compensation and
reimbursement has been allowed by the Bankruptcy Court pursuant to Section 503(b)(4) of
the Bankruptcy Code.  Protocol Agreement
shall mean that certain agreement dated August 27, 2003 among Century, ML
Media and Morgan, Lewis & Bockius LLP.  Purchase Price
shall mean the purchase price (including any Deferred Purchase Price as defined
in the Acquisition Agreement) paid by Buyer for the Equity Interests being
acquired pursuant to the Acquisition Agreement.  Retained Cash
shall mean the amount of Cash in an amount to be agreed upon by Century and ML
Media in writing and approved by the Bankruptcy Court for the purpose of
administering and closing the Estate.  Rigas Agreement
shall mean any executory contract or unexpired lease between the Debtor and any
Rigas Person.  Rigas Claim
shall mean (i) any Claim or Cause of Action against the Debtor held by a
Rigas Person, including any Claim or Cause of Action arising from the rejection
of a Rigas Agreement and (ii) any Claim or Cause of Action against the
Debtor, which was owned beneficially or of record at any time by a Rigas
Person, except for the Equity Interests of Century and ML Media in the Debtor.  8


Rigas Persons
shall mean, collectively, the Persons set forth on Exhibit A attached
hereto, any Person Controlled by a Rigas Person, and any of their collective
successors, assigns, transferees or heirs, provided, however,
that Rigas Persons shall not include the Debtor, Century, Adelphia or any
Person through which Century or Adelphia manages the business of the Debtor in
Centurys capacity as manager under the Joint Venture Agreement.  Sale Transaction
shall mean the sale by the Sellers and acquisition by the Buyer of the Equity
Interests as provided in this Plan and in accordance with the terms of the
Acquisition Agreement.  Schedules shall
mean the schedules of assets and liabilities, the list of holders of interests
and the statements of financial affairs filed by the Debtor under Section 521
of the Bankruptcy Code and Bankruptcy Rule 1007, as such schedules, lists
and statements have been or may be supplemented or amended from time to time.  Secured Claim
shall mean any Claim, to the extent reflected in the Schedules or a proof of
claim as a Secured Claim, which is secured by a Lien on Collateral to the extent
of the value of such Collateral, as determined in accordance with Section 506(a) of
the Bankruptcy Code, or, in the event that such Claim is subject to setoff
under Section 553 of the Bankruptcy Code, to the extent of such setoff.  Sellers shall
mean Century and ML Media.  Sellers Escrow
Account shall mean any escrow account established pursuant to the Sellers
Escrow Agreement.  Sellers Escrow Agent
shall mean an entity mutually acceptable to the Sellers selected prior to the
closing of the Sale Transaction, in its capacity as escrow agent appointed
under the Sellers Escrow Agreement.  Sellers Escrow
Agreement shall mean that certain Sellers Escrow Agreement to be dated as
of the closing date of the Sale Transaction, among ML Media, Century and Sellers
Escrow Agent.  Settlement shall
have the meaning set forth in Section 4.5(c) of this Plan.  Subsidiary shall
mean Century-ML Cable Corporation, a Delaware corporation and wholly-owned
subsidiary of the Debtor.  Transferred Assets
shall have the meaning given such term in Section 2.2 of the Acquisition
Agreement.  9


ARTICLE 2 TREATMENT OF ALLOWED ADMINISTRATIVE
EXPENSE CLAIMS AND ALLOWED PRIORITY TAX CLAIMS  2.1Non-Classification.  As provided in Section 1123(a)(1) of
the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims
against the Debtor are not classified for the purposes of voting on or
receiving distributions under this Plan. 
All such Claims are instead treated separately upon the terms set forth
in this Article 2.  2.2Administrative
Expense Claims.  (a)Administrative
Expense Claims (other than Professional Fees).  All Administrative Expense Claims shall be
paid in full, in Cash, from the Plan Funding Reserve (1) when and as such
Administrative Expense Claims become due and owing by their ordinary course
terms, (2) in such amounts as are Allowed by the Bankruptcy Court upon the
later of the Effective Date, the date upon which there is a Final Order
allowing such Administrative Expense Claim or any other date specified in such
order, or (3) as may be agreed upon between the holder of such
Administrative Expense Claim and the Debtor on or after the Effective Date
provided that nothing herein shall be in derogation of the obligations of Buyer
or New CMLCV, if any, to make such payments (and for the Purchase Price to be
adjusted), all as provided for in the Acquisition Agreement.  (b)Professional
Compensation and Expense Reimbursement Claims.  All entities seeking an award by the
Bankruptcy Court of Professional Fees, or of compensation for services rendered
or reimbursement of expenses incurred through and including the Confirmation
Date under Sections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of
the Bankruptcy Code, (1) shall file their respective final applications
for allowances of compensation for services rendered and reimbursement of
expenses incurred through the Effective Date within thirty (30) days after the
Effective Date, and (2) if granted such an award by the Bankruptcy Court,
shall be paid in full from the Plan Funding Reserve in such amounts as are
Allowed by the Bankruptcy Court (i) on the date such Administrative
Expense Claim becomes an Allowed Administrative Expense Claim, or as soon
thereafter as is practicable, (ii) upon such other terms as may be
mutually agreed upon between such holder of an Allowed Administrative Expense
Claim and the Debtor or, on and after the Effective Date, Century and ML Media
or the Plan Administrator, if appointed, or (iii) in accordance with the
terms of any applicable administrative procedures order entered by the
Bankruptcy Court.  All Professional Fees
for services rendered in connection with the Chapter 11 Case and this Plan
after the Effective Date, including, without limitation, the resolution of
Disputed Claims, shall be paid from the Plan Funding Reserve by Century and ML
Media or the Plan Administrator, if appointed, upon receipt of an invoice
therefor, or on such other terms as may be agreed, without the need for further
Bankruptcy Court authorization or entry of a Final Order.  If Century and ML Media or the Plan
Administrator, if appointed, and any Professional cannot agree on the amount of
post-Effective Date fees and expenses to be paid to such Professional, such amount
shall be determined by the Bankruptcy Court.  10


2.3US
Trustee Fees.  Quarterly fees of the
United States Trustee arising under 28 USC §1930(a)(6) are statutory fees
and have been regularly paid during the case and on the Effective Date, any
outstanding amount will be paid in full.  2.4Priority
Tax Claims.  Allowed Priority Tax
Claims shall be paid in full, in Cash from the Plan Funding Reserve, upon the
later of (a) the Effective Date, (b) the date upon which there is a
Final Order allowing such Claim as an Allowed Priority Tax Claim, (c) the
date that such Allowed Priority Tax Claim would have been due if the Chapter 11
Case had not been commenced, or (d)  such other date and such other terms
as may be agreed to between Century and ML Media or the Plan Administrator, if
appointed, and any holder of an Allowed Priority Tax Claim.  ARTICLE 3
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS  3.1Identification
of Classes.  Pursuant to Section 1122
of the Bankruptcy Code, Claims (other than Administrative Expense Claims and
Priority Tax Claims) and Equity Interests are classified for all purposes,
including voting on, confirmation of and distribution pursuant to this Plan, as
follows:  Class
  
  
  
  StatusClass 1 
  
  Secured Claims
  
  UnimpairedClass 2 
  
  Priority Claims
  
  UnimpairedClass 3 
  
  Personal Injury
  and Other Insured Claims
  
  UnimpairedClass 4 
  
  General
  Unsecured Claims
  
  UnimpairedClass 5 
  
  Litigation
  Claims
  
  UnimpairedClass 6 
  
  Equity Interests
  
  Impaired  3.2Elimination
of Classes.   Any Class of
Claims that is not occupied as of the date of the Confirmation Hearing by at
least one Allowed Claim or a Claim temporarily Allowed under Rule 3018 of
the Bankruptcy Rules shall be deemed deleted from this Plan for all
Purposes.  11


ARTICLE 4
TREATMENT OF CLAIMS AND EQUITY INTERESTS  4.1CLASS 1
 SECURED CLAIMS  (a)Impairment
and Voting.  Class 1 is unimpaired
by this Plan.  Consequently, each holder
of an Allowed Secured Claim is conclusively presumed to have accepted this Plan
and is not entitled to vote to accept or reject this Plan.  (b)Treatment
and Distributions.  Each holder of an
Allowed Secured Claim shall receive, in full and final satisfaction thereof,
either (i) Cash from New CMLCV if such claim is an Assumed Sale Liability;
otherwise Cash from the Plan Funding Reserve; in either case, in an amount
equal to such Allowed Secured Claim, (ii) a return of its Collateral, or (iii) such
other treatment as shall satisfy the requirements of Section 1124(2) of
the Bankruptcy Code, on the later of the Effective Date or the date such
Secured Claim becomes an Allowed Secured Claim, or as soon thereafter as is
practicable, unless the holder of an Allowed Secured Claim agrees to a
different treatment thereof.  4.2CLASS 2
 PRIORITY CLAIMS  (a)Impairment
and Voting.  Class 2 is
unimpaired by this Plan.  Consequently,
each holder of an Allowed Priority Claim is conclusively presumed to have
accepted this Plan and is not entitled to vote to accept or reject this Plan.  (b)Treatment
and Distributions.  To the extent not
satisfied by the Debtor in accordance with the terms of an order of the
Bankruptcy Court dated October 10, 2002 which, among other things,
authorized the payment of pre-petition wages and other employee expenses and
benefits, each holder of an Allowed Priority Claim shall receive, in full and
final satisfaction thereof, Cash from the Plan Funding Reserve in an amount
equal to such Allowed Priority Claim on the later of the Effective Date or the
date such claim becomes Allowed, or as soon thereafter as practicable.  4.3CLASS 3
 PERSONAL INJURY AND OTHER INSURED CLAIMS  (a)Impairment
and Voting.  Class 3 is
unimpaired by this Plan.  Consequently,
each holder of an Allowed Personal Injury Claim is conclusively presumed to
have accepted this Plan and is not entitled to vote to accept or reject this
Plan.  (b)Treatment
and Distributions.  All Personal
Injury and Other Insured Claims are Disputed Claims under this Plan, and shall
be determined by the court with jurisdiction over each such Personal Injury and
Other Insured Claim.  To the extent any
such Claim (x) becomes an Allowed Claim and (y) is an Assumed Sale Liability,
such Claim shall be paid in cash by New CMLCV to the extent not covered by
insurance.  All other such Claims shall
be paid in cash from the Plan Funding Reserve to the extent they become Allowed
Claims and are not covered by insurance.  4.4CLASS 4
 GENERAL UNSECURED CLAIMS  (a)Impairment
and Voting.  Class 4 is
unimpaired by this Plan.  Consequently,
each holder of an Allowed General Unsecured Claim is conclusively presumed to
have accepted this Plan and is not entitled to vote to accept or reject this
Plan.  12


(b)Treatment
and Distributions.  To the extent not
satisfied by the Debtor prior to the Effective Date, on the Effective Date or
as soon thereafter as practicable, each holder of an Allowed General Unsecured
Claim shall receive, in full and final satisfaction of such Allowed General
Unsecured Claim, a Cash payment from the Plan Funding Reserve equal to the
Allowed amount of such Claim, plus post-petition simple interest at the rate
set forth in 28 U.S.C. §1961 as of the Commencement Date.  (c)Rigas
Claims.  All Rigas Claims shall be
deemed Disputed Claims.  4.5CLASS 5
 LITIGATION CLAIMS  (a)Impairment
and Voting.  Class 5 is
unimpaired by this Plan.  Consequently,
each holder of an Allowed Litigation Claim is conclusively presumed to have
accepted this Plan and is not entitled to vote to accept or reject this Plan.  (b)Treatment
and Distributions.  Such claims shall
be deemed Disputed Claims.  Upon such
claim being allowed by a Final Order, each holder of an Allowed Litigation Claim
shall receive, in full and final satisfaction thereof, a Cash payment from the Sellers
Escrow Account equal to the amount of such Allowed Litigation Claim, plus
post-petition interest at such rate as determined by the Bankruptcy Court or as
may be agreed to by the parties.  (c)Distribution
if the Litigation Claims are Settled. 
If the Litigation Claims are settled pursuant to a writing signed by ML
Media, Adelphia and Century and approved by a Final Order of the Bankruptcy
Court (the Settlement), then notwithstanding anything to the contrary
contained herein, the Litigation Claims (if any) shall be paid from the Sellers
Escrow Account and the Sellers Escrow Account shall be distributed, as soon as
reasonably practicable thereafter, to Century and ML Media (or their designees)
in accordance with the Settlement.  4.6CLASS 6
 EQUITY INTERESTS  (a)Impairment
and Voting.  Class 6 is impaired
by this Plan.  Consequently, each holder
of an Allowed Equity Interest is entitled to vote to accept or reject this
Plan.  (b)Treatment
and Distributions.  Subject to the
provisions of Section 5.5 infra, after the Litigation Claims have
been Allowed by a Final Order and satisfied pursuant to Section 4.5 hereof
(including, without limitation, with respect to the validity and enforceability
of the claims of ML Media under the Pledge Agreement), the balance of the Sellers
Escrow Account and the Plan Funding Reserve shall be distributed to ML Media
and Century in accordance with Section 5.5 of this Plan.  In addition, on the Effective Date, all
Equity Interests shall be sold, transferred and assigned to Buyer pursuant to
the Acquisition Agreement free and clear of all Claims, Liens and Causes of
Action, and New CMLCV and the Buyer shall have no liability or obligations to
any holders of any Equity Interests, except as may be expressly provided for in
the Acquisition Agreement.  4.7Assumed
Sale Liabilities.  For the avoidance
of doubt, all Assumed Sale Liabilities shall become reinstated as liabilities
and obligations of New CMLCV, and no consideration shall be payable from the
Plan Funding Reserve, Sellers Escrow Account or the Estate under this Plan with
respect to such Assumed Sale Liabilities. 
For the avoidance of doubt,  13


all
Liens, Claims and encumbrances that are not Assumed Sale Liabilities shall not
be liabilities or obligations of New CMLCV or Buyer.  ARTICLE 5  IMPLEMENTATION AND EFFECT OF CONFIRMATION OF PLAN  5.1Termination
of Certain Rights.   Upon entry of
the Confirmation Order and the consummation of the Sale Transaction, the Buyer
shall own 100% of the Equity Interests of the Debtor, and the Debtor shall own
100% of the Equity Interests of Subsidiary, free and clear of all Claims and
Liens (other than Liens created by the Buyer and Claims expressly assumed by
Buyer) and no Person other than the Buyer shall have any right to acquire any
interest in the Debtor or Subsidiary (whether such right shall take the form of
options, warrants, commitments, agreements, preemptive rights, rights of first
refusal or offer, put or call rights, purchase rights or obligations or
anti-dilution rights with respect to the issuance, sale or redemption of the
joint venture interests in Debtor, capital stock of Subsidiary or otherwise),
nor shall there be outstanding or authorized any securities of the Debtor or
Subsidiary which upon conversion or exchange could require the issuance, sale,
transfer or other disposition of any additional equity securities of the Debtor
or Subsidiary, all as more particularly described in the Acquisition Agreement.  5.2Sale
Motion.  The filing of this Plan
shall constitute a motion for an order of the Bankruptcy Court approving,
pursuant to Bankruptcy Code sections 105, 363, 365, 1123, 1129 and 1146(c), and
to the extent not previously approved by the Bankruptcy Court, the Acquisition
Agreement and the transactions and actions contemplated thereunder.  Entry of the Confirmation Order shall constitute
the Bankruptcy Courts approval of the Acquisition Agreement, and the
transactions to be entered into and actions to be taken thereunder.  5.3Sale
of Equity Interests.  On the
Effective Date, (i) the Buyer shall purchase 100% of the Equity Interests
in the Debtor in exchange for the payment of the Purchase Price under, and in
accordance with, the Acquisition Agreement, and ML Media and Century shall
sell, transfer and assign the Equity Interests to Buyer, and (ii) in
exchange for the sale of the Equity Interests to Buyer, ML Media and Century
shall have the rights attributable to such Equity Interests as Allowed Equity
Interests under the Plan and the Acquisition Agreement.  5.4Maintenance
of Sellers Escrow Account.  On the
Effective Date, Buyer shall pay to the Sellers Escrow Account by wire transfer of
immediately available funds, the portion of the Purchase Price provided under
the Acquisition Agreement and thereafter the balance of the Purchase Price as
provided in such agreement.  The Sellers
Escrow Agent shall hold the proceeds of the Sale Transaction for distribution
in accordance with the Acquisition Agreement, this Plan, the Sellers Escrow
Agreement and any Final Order of the Bankruptcy Court.  The Sellers Escrow Agent shall be empowered
and authorized, without further Bankruptcy Court approval, to invest funds and
distribute funds in the Sellers Escrow Account in accordance with the terms of
this Plan and the Sellers Escrow Agreement. 
To the extent any funds are to be released from the Indemnity Escrow
Account (as defined in the Acquisition Agreement) and paid into the Sellers
Escrow Account, such funds shall, upon payment into the Sellers Escrow Account,
be treated in accordance with this Plan and the Sellers Escrow Agreement.  14


5.5Distribution
of Proceeds of Sale Transaction.  On
the Effective Date, in accordance with the terms of the Sellers Escrow
Agreement, the Sellers Escrow Agent shall release to the Plan Administrator
funds sufficient to fund the Plan Funding Reserve. The Sellers Escrow Agent
shall maintain the balance of the proceeds of the Sale Transaction in the Sellers
Escrow Account pursuant to the Sellers Escrow Agreement and shall release the
proceeds in accordance with such agreement only upon receipt of a Final Order
of the Bankruptcy Court directing disposition of all or any portion of the
funds.  Notwithstanding anything
contained in the Plan to the contrary, upon the Effective Date, in the event that
ML Media (or its Partners) is required to satisfy tax obligations and therefor
determines that a distribution is appropriate, then each of ML Media and
Century shall receive, on an interim basis and without prejudice to the rights
of either Century or ML Media an amount up to $70 million on account of their
respective Equity Interests from the Sellers Escrow Account as provided for and
subject to any further conditions set forth in the Bankruptcy Courts
determination on June 1, 2005.  Any
monies remaining in the Plan Funding Reserve after satisfaction of all
obligations entitled to be paid from such reserve shall be deposited in the
Sellers Escrow Account, if in existence at such time, and if not in existence,
then shall be distributed to the holders of the Equity Interests.  5.6Revesting
of Assets.  Except as otherwise
provided by this Plan, on the Effective Date, and upon closing of the Sale
Transaction, all assets and property of the Debtor other than (i) the
assets conveyed to Century or its designee or terminated pursuant to sections
2.2(a), (b), (c), (e), (f) and (i) of the Acquisition Agreement, (ii) the
assets conveyed to ML Media under section 2.2(g) of the Acquisition
Agreement, and (iii) as set forth in the next sentence, shall vest in New
CMLCV.  On the Effective Date, the
Transferred Assets shall vest in one or both of the Sellers and be conveyed to
the Sellers Escrow Account in accordance with the Acquisition Agreement, and
assets that are to be assigned, terminated or released pursuant to the
Acquisition Agreement or the terms of this Plan shall be treated in accordance
with the terms of the Acquisition Agreement or this Plan, as applicable.  5.7Continuation
of Bankruptcy Injunction or Stays. 
All injunctions or stays provided for in the Chapter 11 Case under
Sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on
the Confirmation Date, shall remain in full force and effect until the
Effective Date.  5.8Full
and Final Satisfaction.  All payments
and all distributions hereunder shall be in full and final satisfaction,
settlement and release of all Claims and Equity Interests, except as otherwise
provided in this Plan.  5.9Avoidance
Actions and Continuance of Litigation. 
As of and subject to the occurrence of the Effective Date, the Debtor,
for and on behalf of itself and its Estate, hereby waives and releases any of
the Causes of Action under Sections 510, 544, 547, 548, 549, 550, 551 and 553
of the Bankruptcy Code other than against any Rigas Person which causes of
action and claims shall not be waived or released and provided, that (i) the
Debtors rights and claims in the Adversary Proceeding shall be deemed assigned
to Adelphia and shall continue to be prosecuted by special litigation counsel
for the Debtor appointed in the Chapter 11 Case at Adelphias expense, and any
and all Causes of Action and defenses asserted therein shall not be waived or
released under this Section, (ii) the Debtors Claims against Adelphia and
any Rigas Person shall be assigned to ML Media and shall be prosecuted by ML
Media, and (iii) all causes  15


of
action, defenses, recoupment, and setoff rights of the Debtor relating to any
Disputed Claims and Litigation Claims are expressly preserved, notwithstanding the
transfer of such Claims to ML Media or Century. 
Nothing in this paragraph shall prejudice either Adelphias or ML Medias
rights concerning their dispute regarding Section 2.2 of the Acquisition
Agreement.  5.10Administration
Pending Effective Date.  During the period
after the Confirmation Date and prior to the Effective Date, the Management
Board shall continue to operate the Debtors businesses in accordance with the
terms of the Joint Venture Agreement and any applicable Orders of the
Bankruptcy Court, subject to all applicable requirements of the Bankruptcy Code
and the Bankruptcy Rules; provided, however, that the Debtor
shall take all steps and perform all actions and act in all regards in compliance with the terms required
under the Acquisition Agreement and shall comply with the Acquisition Agreement.
After the Effective Date, Century and ML Media or the Plan Administrator, if
appointed, shall administer and close the Estate subject to the continuing
jurisdiction of the Bankruptcy Court as set forth in Article 10 hereof.  5.11Setoffs.  Nothing contained in this Plan shall
constitute a waiver or release by the Debtor of any rights of setoff or
recoupment that the Debtor may have against any Person.  5.12Section 1145
Exemption.  The sale of the Equity
Interests pursuant to this Plan shall be exempt from any securities law
registration requirements and any other applicable law or regulation to the
fullest extent permitted by Section 1145 of the Bankruptcy Code.  5.13Administration
of Estate.  Upon the Effective Date,
except as otherwise provided in this Plan or the Acquisition Agreement, the
management, control and liquidation of the Transferred Assets (other than the
Transferred Assets that are to be assigned to ML Media or Century, terminated
or released pursuant to the Acquisition Agreement or the terms of this Plan)
shall become the responsibility of Century and ML Media or the Plan
Administrator, if appointed.  Such party shall
be vested with full legal power, capacity and authority, and shall administer such
Transferred Assets and implement and consummate this Plan in accordance with
the terms hereof or the Plan Administrator Agreement, if such agreement is
executed.  Except as may be expressly
provided in the Acquisition Agreement, neither New CMLCV nor Buyer shall bear
any responsibility or liability (monetary or otherwise) with respect to the
administration of the Estate after the Effective Date, any compensation arising
from the administration of the Estate, or any indemnification or other claim
arising from the administration of the Estate.  (a)Responsibilities.  Century and ML Media or the Plan
Administrator, if appointed, shall (i) maintain the Plan Funding Reserve
which shall include Cash sufficient to make all distributions required under
this Plan and close the Debtors Chapter 11 Case; (ii) calculate and
implement all distributions in accordance with this Plan; (iii) make
payment of any post-confirmation fees due pursuant to 28 U.S.C. § 1930(a)(6) until
a final decree is entered; (iv) make periodic reports of the status of the
liquidation of the Estate and Claims reconciliation process until such time as
the Estate is closed; (v) prepare and file final tax returns for the
Debtor; and (vi) perform such other responsibilities as may be necessary
and proper to carry out the provisions of this Plan.  After the Effective Date, neither ML Media
nor Century shall have any obligation to perform services or any right to
receive any compensation for such services under the Joint Venture
Agreement.  On or prior to the
Confirmation Date, ML Media and  16


Century
shall execute (and file with the Bankruptcy Court) a written agreement
containing mutually satisfactory terms with respect to the services, if any, to
be performed by each of them after the Effective Date (and the compensation for
those services) in connection with the liquidation of the Estate.  (b)Powers.  Century and ML Media or the Plan
Administrator (if appointed) shall be, as of the Effective Date, deemed to be
the judicial substitute for the Debtor as the party-in-interest in this Chapter
11 Case under this Plan or in any judicial proceeding or appeal to which the
Debtor is a party, consistent with Section 1123(b)(3)(B) of the
Bankruptcy Code, but not with respect to any claims or causes of action
assigned to ML Media, Century or Adelphia. 
In general and subject to the terms and conditions of this Plan (including
this Section), such party shall act for the Debtors Estate in a fiduciary
capacity as applicable to a board of directors under New York law.  Such party shall be empowered and authorized,
without further Bankruptcy Court approval, to (i) administer the
Transferred Assets set forth in sections 2.2(d) and (h) of the
Acquisition Agreement, (ii) invest funds, withdraw funds, make
distributions and pay taxes and other obligations owed by the Debtor in
accordance with the terms of this Plan, (iii) engage employees and
professional Persons, including former employees and Professionals of the
Debtor, on an hourly fee or some other basis to assist Century and ML Media or
the Plan Administrator, if appointed, with respect to such partys
responsibilities, (iv) commence, pursue, compromise and settle, in
accordance with its reasonable business judgment, Claims on behalf of or
against the Debtor; (v) exercise all power and authority that may be
exercised by any officer, director or holder of an Equity Interest including,
without limitation, amending the Debtors organizational documents or
dissolving the Debtor; and (vi) exercise such other powers and take all
other actions required under this Plan or as may be necessary and proper to
carry out the provisions of the Confirmation Order or this Plan.  (c)Compensation.  Century and ML Media shall be reimbursed for
reasonable, actual out-of-pocket expenses incurred in connection with the
administration and liquidation of the Debtors Estate pursuant to this Section 5.13,
in such amounts as shall be agreed to in writing by ML Media and Century or, in
the absence of an agreement, as provided in 5.13(f) below.  The Plan Administrator, if appointed, shall
receive compensation and be reimbursed for reasonable, actual out-of-pocket
expenses as provided for in the Plan Administrator Agreement, if one is
executed, and/or order of the Bankruptcy Court.  (d)Indemnification.  Century and ML Media shall be indemnified and
held harmless by the Debtors Estate against any Claim or expense (including
reasonable legal fees) asserted by a party other than an Equity Interest Holder,
arising out of the performance of their duties under this Plan and except to
the extent such actions constitute gross negligence or willful misconduct. The
Plan Administrator, if appointed, shall be indemnified and held harmless by the
Debtors Estate against any Claim or expense (including reasonable legal fees) arising
out of the performance of its duties under this Plan, except to the extent such
actions constitute gross negligence or willful misconduct.  (e)Termination.  Century and ML Media, or the Plan
Administrator, if appointed, shall serve in such capacity until the earliest to
occur of (i) the entry of a Final Order closing the Chapter 11 Case; (ii) the
replacement of any Plan Administrator by Order of the Bankruptcy Court; (iii) the
appointment of a successor to such position; or (iv) the conversion of  17


the
Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code and the
appointment or election of a Chapter 7 trustee.  (f)Dispute
Resolution.  In the event that
Century and ML Media are unable to agree with respect to any of the matters
covered by Section 5.13 of this Plan, then such dispute shall be resolved
in accordance with the provisions set forth in the Protocol Agreement or as determined
by the Bankruptcy Court.  (g)No
Liability of New CMLCV.  Neither
Buyer nor New CMLCV shall be liable or responsible for any of the costs,
compensation or indemnity provisions of this Section 5.13 except as
provided under the Acquisition Agreement.  5.14Closing
of Chapter 11 Case.  When all
Disputed Claims filed against the Debtor and all Litigation Claims have become
Allowed Claims or have been disallowed by a Final Order, or otherwise resolved,
and all Cash and assets of the Debtor have been distributed in accordance with
this Plan, or at such earlier time as ML Media and Century or the Plan
Administrator, if appointed, deems appropriate, ML Media and Century or the
Plan Administrator, if appointed, shall seek authority from the Bankruptcy
Court to close the Chapter 11 Case in accordance with the Bankruptcy Code and
the Bankruptcy Rules.  5.15Merger
of Subsidiary/Name Change.  After the
Effective Date, the Buyer shall cause the Subsidiary to be merged with and into
the Buyer in accordance with the terms of the Acquisition Agreement, and the
Buyer shall be the surviving entity in such merger.  Pursuant to Section 7.8 of the
Acquisition Agreement, the Buyer shall, within 180 days after the closing,
change all trade and fictitious names used so that the names Century, Adelphia,
ML or any confusingly similar name shall not be used by New CMLCV.  ARTICLE 6  DISTRIBUTIONS AND TREATMENT OF DISPUTED, CONTINGENT
AND UNLIQUIDATED CLAIMS AND EQUITY INTERESTS  6.1Method
of Distributions Under this Plan.  (a)In
General.  Subject to Bankruptcy Rule 9010,
unless otherwise expressly provided for herein or under the Acquisition
Agreement, all distributions under this Plan shall be made by Century and ML
Media, the Plan Administrator, if appointed, the Sellers Escrow Agent, or, as
otherwise directed by Order of the Bankruptcy Court, to the holder of each
Allowed Claim, or Equity Interest, at the address of such holder as listed in
the Debtors books and records or on the Schedules as of the Confirmation Date,
unless the appropriate party has been notified in writing of a change of
address, including, without limitation, by the filing of a proof of claim or
notice of transfer of claim filed by such holder that provides an address, if
any, for such holder different from the address reflected in the Debtors books
and records or on the Schedules.  (b)Distributions
of Cash.  Any payment of Cash made by
Century and ML Media or the Plan Administrator, if appointed, or the Sellers
Escrow Agent (in accordance with the terms of the Sellers Escrow Agreement, or
if directed pursuant to an Order of the Bankruptcy  18


Court)
pursuant to this Plan shall be made by check drawn on a domestic bank or by
wire transfer.  (c)Timing
of Distributions.  Any payment or
distribution required to be made under this Plan on a day other than a Business
Day shall be made on the next succeeding Business Day.  (d)Fractional
Dollars.  Whenever any payment of a
fraction of a dollar would otherwise be called for, the actual payment shall
reflect a rounding of such fraction to the nearest whole dollar (rounding down
in the case of $0.50 or less and rounding up in the case of more than $0.50).  (e)Distributions
to Holders as of the Confirmation Date. 
As of the close of business on the Confirmation Date, the claims
register and transfer ledgers of the Debtor shall be closed, and there shall be
no further changes in the record holders of any Claims or Equity Interests.  Century and ML Media, or the Plan
Administrator, if appointed, shall not have any obligation to recognize any
transfer of any Claims or Equity Interests occurring after the close of
business on the Confirmation Date, and shall instead be entitled to recognize
and deal for all purposes under this Plan with only those holders of record as
of the close of business on the Confirmation Date.  6.2Objections
to and Resolution of Administrative Expense Claims, Claims and Equity Interests.  Except as to applications for allowance of
compensation and reimbursement of expenses under Sections 330 and 503 of the
Bankruptcy Code (with respect to which procedures respecting objections shall
be governed by Section 2.2(d) of this Plan and the Confirmation Order
or other Final Order), Century and ML Media or the Plan Administrator, if
appointed,  shall have the exclusive
right to make and file objections to Administrative Expense Claims, and Claims
subsequent to the Confirmation Date.  All
objections shall be litigated to Final Order; provided, however,
that Century and ML Media or the Plan Administrator, if appointed, shall have
the authority to compromise, settle, otherwise resolve or withdraw any
objections.  Unless otherwise ordered by
the Bankruptcy Court, all objections to Administrative Expense Claims, and Claims
that are the subject of proofs of claim or requests for payment filed with the
Bankruptcy Court (other than applications for allowances of compensation and
reimbursement of expenses), shall be filed and served upon the holder of the
Administrative Expense Claim or Claim as to which the objection is made as soon
as is practicable, but in no event later than ninety (90) days after the
Effective Date or such later date as may be approved by the Bankruptcy Court
upon motion by Century and ML Media or the Plan Administrator, if appointed,
without notice and a hearing.  Except as
may be provided under the Acquisition Agreement, Century and ML Media or the
Plan Administrator, if appointed, shall receive advance approval from Buyer
before reaching any settlement or initiating any litigation with respect to any
disputed claim that is an Assumed Sale Liability.  Century and ML Media or the Plan
Administrator, if appointed, shall use reasonable efforts to consult with New
CMLCV and Buyer with respect to any other claim objection, negotiation or
settlement that may directly affect the business operations of New CMLCV.  6.3Establishment
and Maintenance of Reserve for Disputed Claims.  There shall be maintained a reserve (the Disputed
Claims Reserve) equal to the aggregate of any distributable  19


amounts
of Cash to which holders of Disputed Claims would be entitled under this Plan
if such Disputed Claims were Allowed Claims in their Disputed Claim Amounts or such
lesser amount as provided by an Order of the Bankruptcy Court.  The Disputed Claims Reserve shall not include
any funds distributable on account of (i) the Adversary Proceeding and/or
the Litigation Claims, (ii) Personal Injury or Other Insured Claims and (iii) any
Assumed Sale Liability.  For the purposes
of effectuating the provisions of this Section 6.3 and the distributions
to holders of Allowed Claims, the Bankruptcy Court, on or prior to the
Effective Date or such date or dates thereafter as the Bankruptcy Court shall
set, may fix or liquidate the amount of Disputed Claims pursuant to Section 502(c) of
the Bankruptcy Code, in which event the amounts so fixed or liquidated shall be
deemed the amounts of the Disputed Claims for purposes of distribution under
this Plan.  In lieu of fixing or
liquidating the amount of any Disputed Claim, the Bankruptcy Court may
determine or estimate the amount to be reserved for such Disputed Claim
(singularly or in the aggregate), or such amount may be fixed by agreement in
writing by and between Century and ML Media or the Plan Administrator, if
appointed, and the holder of a Disputed Claim.  6.4Distributions
Upon Allowance or Disallowance of Disputed Claims.  Except as otherwise provided in this Plan
with respect to Litigation Claims, no payments shall be made in respect of any
Disputed Claim until (and only to the extent) it becomes an Allowed Claim.  The holder of a Disputed Claim that becomes
an Allowed Claim subsequent to the Effective Date shall receive distributions
from the Disputed Claims Reserve as soon as practical following the date on
which such Disputed Claim becomes an Allowed Claim pursuant to a Final
Order.  Such distributions shall be made
in accordance with this Plan based upon the distributions that would have been
made to such holder under this Plan if the Disputed Claim had been an Allowed
Claim on or prior to the Effective Date. 
No holder of a Disputed Claim shall have any Claim against the Disputed
Claims Reserve, New CMLCV or the Plan Administrator with respect to such Claim
until such Disputed Claim shall become an Allowed Claim.  Cash resulting from disallowance or
settlement of Disputed Claims shall be distributed, from time to time, to the
Allowed Equity Interests in accordance with Section 4.6 of the Plan.  6.5Disputed
Payments.  In the event of any
dispute between and among holders of Claims and/or the holders of a Disputed
Claim as to the right of any Person to receive or retain any payment or
distribution to be made to such Person under this Plan, Century and ML Media,
or the Plan Administrator, if appointed, may, in lieu, of making such payment
or distribution to such Person, instead hold such payment or distribution,
until the disposition thereof shall be determined by a Final Order of the
Bankruptcy Court or other court with appropriate jurisdiction.  6.6Unclaimed
Distributions.  Any Person who
receives a check pursuant to this Plan must present such check for payment
within sixty (60) days of its date of issuance. 
Any checks not presented within such sixty (60) day period will be void,
and such funds shall be returned to the Plan Funding Reserve, and any remaining
funds in the Plan Funding Reserve after implementation of this Plan will be
distributed in accordance with Section 4.6 of this Plan.  20


ARTICLE 7  EXECUTORY CONTRACTS AND UNEXPIRED LEASES;
INDEMNIFICATION CLAIMS; AND RETIREE BENEFITS  7.1Executory
Contracts and Unexpired Leases.  (a)On the Effective Date,
all unexpired leases or executory contracts of the Debtor (except for any Rigas
Agreement and for any such lease or contract which is a Transferred Asset) will
be deemed assumed by Debtor for the benefit of New CMLCV in accordance with the
provisions and requirements of Section 365 and 1123 of the Bankruptcy
Code, except those executory contracts and unexpired leases that (i) have
been rejected by Final Order of the Bankruptcy Court, (ii)  are the
subject of a motion to reject pending on the Effective Date or (iii) are
rejected by virtue of their inclusion on the Schedule of Contracts/Leases
to be Rejected to be filed as part of the Plan Supplement. Entry of the
Confirmation Order shall constitute an order of the Bankruptcy Court approving
all such assumptions or rejections pursuant to Section 365 of the
Bankruptcy Code.  Each executory contract
or unexpired lease assumed pursuant to this Section 7.1 shall be fully
enforceable in accordance with its terms, except as modified by any order of
the Bankruptcy Court authorizing and providing for its assumption or applicable
federal law.  In accordance with Section 1123(a)(5)(G) of
the Bankruptcy Code and to the extent provided for in the Acquisition Agreement,
on the Effective Date, or as soon as practicable thereafter, the Debtor shall
Cure all defaults under any executory contract or unexpired lease assumed
pursuant to this Section 7.1 by making a Cash payment from the Plan
Funding Reserve in an amount agreed to between the Debtor and the claimant, or
as otherwise fixed pursuant to a Final Order. 
Nothing herein shall constitute or be deemed a waiver of Debtors right
to assert any defense or objection to any Cure.  Nothing in this Section 7.1(a) shall
impose any obligation (monetary or otherwise) on New CMLCV or the Buyer that
New CMLCV or the Buyer has not otherwise agreed to assume pursuant to the terms
of the Acquisition Agreement.  (b)All
Rigas Agreements as to which the Debtor is a party shall be deemed automatically
rejected in accordance with the provisions and requirements of sections 365 and
1123 of the Bankruptcy Code as of the Effective Date, unless such Rigas
Agreement (i) shall have been previously assumed by the Debtor by order of
the Bankruptcy Court, (ii)  is the subject of a motion to assume pending
on or before the Effective Date, or (iii) is specifically scheduled to be
assumed on the executory contract schedule to be filed with the Plan
Supplement.  (c)If
Buyer requests the rejection of any executory contract or unexpired lease, then
Buyer shall pay any resulting Allowed rejection claim.  (d)Notwithstanding
anything herein to the contrary, ML Media and Century reserve their respective
rights with respect to the treatment of the Leveraged Recap Agreement under
this Plan.  7.2Claims
Deadline for Filing Proofs of Claims Relating to Executory Contracts and
Unexpired Leases Rejected Pursuant to this Plan.  Claims arising out of the rejection of an
executory contract or unexpired lease pursuant to the Confirmation Order must
be filed with the  21


Bankruptcy
Court and/or served upon Century and ML Media or the Plan Administrator, if
appointed, or as otherwise may be provided in the Confirmation Order by no
later than 30 days after the notice of entry of the Confirmation Order.  Any Claims not filed within such time will be
forever barred from assertion against the Debtor, its Estate, or the Plan
Administrator, if appointed, the Buyer or New CMLCV, and the holders thereof
shall not be entitled to any distribution under this Plan.  7.3Insurance
Policies.  Each of the Debtors
insurance policies and any agreements, documents or instruments relating
thereto that are being conveyed to Buyer under the Acquisition Agreement are
treated as executory contracts under this Plan. 
Notwithstanding the foregoing, distributions under this Plan to any
holder of a Claim covered by any such insurance policies and related
agreements, documents or instruments that are assumed hereunder, shall be in
accordance with Article 4 hereof, and holders of Allowed Personal Injury or
Other Insured Claims shall continue to be able to assert such Claims under any
applicable insurance policy to the maximum extent permitted by law.  Nothing contained in this Section 7.3
shall constitute or be deemed a waiver of any Cause of Action that the Debtor or
New CMLCV may hold against any entity, including, without limitation, the
insurer under any of the Debtors policies of insurance.  7.4Compensation
and Benefit Programs.  In accordance
with the Acquisition Agreement, all employment plans, practices, programs and
policies maintained by the Debtor as of the Confirmation Date shall remain in
full force and effect following the Confirmation Date and shall be assumed by New
CMLCV (with any costs being paid by Debtor except to the extent that any such
costs do not constitute Excluded Liabilities in which case such costs shall be
paid by the Buyer or New CMLCV), subject to any and all rights under applicable
non-bankruptcy law to amend or terminate such plans, programs and policies.  ARTICLE 8
EXCULPATION, INJUNCTIONS, ETC.  8.1Exculpation
and Release.  None of the Debtor, the
Debtors bankruptcy estate, New CMLCV, Adelphia, ML Media, the Buyer, the Plan
Administrator, if appointed, or any of their respective Affiliates, members,
officers, shareholders, directors, employees, advisors, agents or Professionals
(collectively, the Exculpated Parties) shall have or incur any
liability to anyone for any act or omission in connection with, related to, or
arising out of, the Chapter 11 Case, the preparation, filing, negotiation or
formulation of this Plan, the pursuit of confirmation of this Plan including
without limitation, the Sale Transaction, the consummation of this Plan or the
implementation or administration of this Plan or the property to be distributed
under this Plan, and any such Claim or Cause of Action shall be deemed
released, except for willful misconduct or gross negligence, and, in all
respects, the Exculpated Parties shall be entitled to rely upon the advice of counsel
with respect to their duties and responsibilities under this Plan; provided,
however, that nothing in this Plan shall, or shall be deemed to, release,
affect, or limit any of the rights and obligations of the Exculpated Parties
from, or exculpate the Exculpated Parties with respect to (i) Litigation
Claims; (ii) Debtors and Adelphias Claims against each other; (iii) Adelphias
and ML Medias Claims and Causes of Action against each other; (iv)  22


Debtors
and ML Medias Claims against each other or (v) any of the Exculpated
Parties obligations or covenants arising pursuant to this Plan or the
Acquisition Agreement.  8.2Discharge.  (a) Except as otherwise expressly
provided in Section 1141 of the Bankruptcy Code or this Plan, the
distributions made pursuant to and in accordance with the applicable terms and
conditions of this Plan are in full and final satisfaction, settlement, release
and discharge as against the Debtor of any debt that arose before the Effective
Date, and any debt of a kind specified in Section 502(g), 502(h), or 502(i) of
the Bankruptcy Code, and all Claims and Equity Interests of any nature,
including, without limitation, any interest accrued thereon from and after the
Petition Date, whether or not (i) a proof of claim or Equity Interest
based on such debt, obligation or equity interest is filed or deemed filed
under Section 501 of the Bankruptcy Code, (ii) such Claim or Equity
Interest is Allowed under Section 502 of the Bankruptcy Code or (iii) the
holder of such Claim or Equity Interest has accepted this Plan.  Each Holder (as well as any trustees and
agents on behalf of each holder) of a Claim or interests and any Affiliate of
such Holder shall be deemed to have forever waived, released, and discharged
the Debtor, to the fullest extent permitted by section 1141 of the
Bankruptcy Code, of and from any and all Claims, Interests, rights and
liabilities that arose prior to the Effective Date of any kind, nature, or
description whatsoever, including any accrued interest.  The discharge granted to Debtor herein shall
not discharge the Buyer for any Assumed Sale Liability.  (b)Upon
the Effective Date, neither New CMLCV nor the Buyer shall be liable for any of
the Excluded Liabilities or for any liability that is not an Assumed Sale
Liability.  8.3Injunctions.  As of the Effective Date,
except as otherwise provided in this Plan, all Persons are hereby permanently
enjoined from commencing or continuing, in any manner or in any place, any action
or other proceeding, or pursing any Claim, or effectuating any set-off, whether
directly, derivatively or otherwise against any or all of the Exculpated
Parties, on account of or respecting any Claims, debts, rights, Causes of
Action or liabilities released or discharged pursuant to this Plan, except to
the extent expressly permitted under this Plan.  ARTICLE 9
CONDITIONS TO CONFIRMATION AND EFFECTIVENESS OF THE PLAN  9.1Condition
to Confirmation.  Unless this
condition is satisfied or waived pursuant to Section 9.3 of this Plan, it
is a condition to the entry of the Confirmation Order that the Confirmation
Order shall be in form and substance acceptable to Century and ML Media (and in
form and substance acceptable to Buyer in its reasonable judgment) and, among
other things, provide that the Acquisition Agreement and all other documents
necessary to consummate the Sale Transaction are approved in all respects, and
that all parties thereto are authorized and directed to perform all of their
obligations thereunder.  9.2Conditions
Precedent to Effectiveness.  This
Plan shall not become effective unless and until the following conditions shall
have been satisfied or waived pursuant to Section 9.3 of this Plan:  23


(a)the
Confirmation Order in the form required by Section 7.11 of the Acquisition
Agreement shall have been entered by the Bankruptcy Court and shall have become
a Final Order; and  (b)the
Acquisition Agreement and any related documents shall have been finalized,
fully executed, and the transactions contemplated thereby that are to occur on
or before the Closing Date thereunder shall have been consummated in accordance
with the terms thereof; and  (c)all
actions, other documents and agreements necessary to implement this Plan shall
have been effected or executed and delivered, and no injunction or stay of any
of the transactions contemplated in this Plan shall be in effect.  9.3Waiver
of Conditions.  The Debtor may, with
the agreement of ML Media, Century, and Buyer waive one or more of the
conditions set forth in Sections 9.1 and 9.2 of this Plan above.  9.4Effect
of Failure of Conditions.  In the
event that one or more of the conditions specified in Section 9.2 of this
Plan have not timely occurred in accordance with the provisions of the
Acquisition Agreement (and have not been waived), or such later date as may be
agreed to by Debtor and Buyer, upon notification submitted by Debtor to the
Bankruptcy Court on notice to parties in interest, (a) the Confirmation
Order shall be vacated, (b) no distributions under this Plan shall be
made, (c) the Debtor and all holders of Claims and Equity Interests shall
be restored to the status quo ante
as of the day immediately preceding the Confirmation Date as though the
Confirmation Date never occurred and (d) the Debtors obligations with
respect to the Claims and Equity Interests shall remain unchanged and nothing
contained herein shall constitute or be deemed a waiver or release of any
Claims or Equity Interests by or against the Debtor or any other person or to
prejudice in any manner the rights of the Debtor or any person in any further
proceedings involving the Debtor.  ARTICLE 10
RETENTION OF JURISDICTION  10.1Retention
of Jurisdiction.  The Bankruptcy
Court shall have exclusive jurisdiction (prior to the entry of a final decree
closing this bankruptcy case) of all matters arising out of, and related to,
the Chapter 11 Case, the Acquisition Agreement and this Plan pursuant to, and
for the purposes of, Sections 105(a) and 1142 of the Bankruptcy Code
and for, among other things, the following purposes:  (a)to
hear and determine any and all objections to the allowance of any Claims or any
controversies as to the classification of any Claims;  (b)to
hear and determine any and all applications by Professionals for compensation
and reimbursement of expenses;  24


(c)to
hear and determine any and all pending applications for the rejection and disaffirmance
of executory contracts and unexpired leases, and fix and allow any Claims
resulting therefrom;  (d)to
liquidate any Disputed Claim;  (e)to
enforce the provisions of this Plan, the Plan Documents and the Acquisition
Agreement, including the discharge, injunction, and exculpation provided for in
this Plan;  (f)to
enable the Debtor to prosecute any and all proceedings which have been or may
be brought prior to the Effective Date, or subsequent to the Effective Date, to
set aside liens or encumbrances and to recover any transfers, assets,
properties, or damages to which the Debtor may be entitled under applicable
provisions of the Bankruptcy Code or any federal state, or local laws;  (g)to
correct any defect, cure any omission, or reconcile any inconsistency in this
Plan or in the Confirmation Order as may be necessary to carry out its purpose
and the intent of this Plan;  (h)to
hear and determine any Claim or liability to a governmental unit which may be
asserted as a result of the transactions contemplated herein;  (i)to
hear and determine matters concerning state, local, and federal taxes in
accordance with Sections 346, 505 and 1146 of the Bankruptcy Code;  (j)to
hear and determine any disputes arising under or in connection with the
Acquisition Agreement, the Sellers Escrow Agreement or the Sellers Escrow
Account;  (k)to
hear and determine the Litigation Claims and the Adversary Proceeding; and  (l)to
determine such other matters as may be provided for in the Confirmation Order
or as may be authorized under the provisions of the Bankruptcy Code.  ARTICLE 11  MISCELLANEOUS PROVISIONS  11.1Effectuating
Documents and Further Transactions. 
The Debtor, Adelphia, ML Media, the Buyer and the Plan Administrator are
authorized to execute, deliver, file or record such contracts, instruments,
releases, indentures and other agreements or documents and take such actions as
may be necessary or appropriate to effectuate and further evidence the terms
and conditions of this Plan and the terms of the Acquisition Agreement.  11.2Exemption
from Transfer Taxes.  In accordance
with Section 1146(c) of the Bankruptcy Code, (a) the issuance,
transfer or exchange of any security under this Plan or the making or delivery
of any instrument of transfer pursuant to, in implementation of, or as  25


contemplated
by this Plan, including any merger agreements or agreements of consolidation,
deeds, bills of sale or assignments executed in connection with any of the
transactions contemplated under the Acquisition Agreement and/or this Plan, or
the revesting, transfer or sale of any real or personal property of the Debtor
pursuant to, in implementation of, or as contemplated by this Plan, (b) the
making, delivery, creation, assignment, amendment or recording of any note or
other obligation for the payment of money or any mortgage, deed of trust or
other security interest under, in furtherance of, or in connection with this
Plan, the issuance, renewal, modification or securing of indebtedness by such
means, and (c) the making, delivery or recording of any deed or other
instrument of transfer under, in furtherance of, or in connection with, this
Plan, including, without limitation, the Confirmation Order, shall not be
subject to any document recording tax, stamp tax, conveyance fee or other
similar tax, mortgage tax, real estate transfer tax, mortgage recording tax or
other similar tax or governmental assessment. 
Consistent with the foregoing, each recorder of deeds or similar
official for any county, city or governmental unit in which any instrument
hereunder is to be recorded shall, pursuant to the Confirmation Order, be
ordered and directed to accept such instrument, without requiring the payment
of any documentary stamp tax, deed stamps, stamp tax, transfer tax, intangible
tax or similar tax.  11.3Amendment
or Modification of this Plan. 
Alterations, amendments or modifications of this Plan may be proposed in
writing by Debtor at any time prior to the Confirmation Date (but only after
obtaining the prior written consent of both Century and ML Media), provided
that this Plan, as altered, amended or modified, satisfies the conditions of
Sections 1122 and 1123 of the Bankruptcy Code, and Debtor shall have complied
with Section 1125 of the Bankruptcy Code. 
This Plan may be altered, amended or modified at any time before or
after the Confirmation Date and before substantial consummation, provided that
this Plan, as altered, amended or modified, satisfies the requirements of
Sections 1122 and 1123 of the Bankruptcy Code and the Bankruptcy Court, after
notice and a hearing, confirms this Plan, as altered, amended or modified,
under Section 1129 of the Bankruptcy Code, and provided Buyers written
consent (not to be unreasonably withheld or delayed) is obtained for any
amendment, alterations or modification adverse to Buyer.  A holder of a Claim or Equity Interest that
has accepted this Plan shall be deemed to have accepted this Plan, as altered,
amended or modified, if the proposed alteration, amendment or modification does
not materially and adversely change the treatment of the Claim or Equity
Interest of such holder. Debtor may, without notice to holders of Claims or
Equity Interests insofar as it does not materially and adversely affect the
interests of any such holders, correct any defect or omission in this Plan and
any exhibit hereto or in any Plan Document.  11.4Severability.  In the event that the Bankruptcy Court
determines, prior to the Confirmation Date, that any provision in this Plan is
invalid, void or unenforceable, such provision shall be invalid, void or
unenforceable with respect to the holder or holders of such Claims or Equity
Interests as to which the provision is determined to be invalid, void or
unenforceable.  The invalidity, voidness
or unenforceability of any such provision shall in no way limit or affect the
enforceability and operative effect of any other provision hereof.  11.5Revocation
or Withdrawal of this Plan. Debtor reserves the right to revoke or withdraw
this Plan prior to the Confirmation Date. 
If Debtor revokes or withdraws this Plan prior to the Confirmation Date,
then this Plan shall be deemed null and void. 
In such event,  26


nothing
contained herein shall constitute or be deemed a waiver or release of any
Claims by or against the Debtor or any other Person or to prejudice in any
manner the rights of the Debtor or any Person in any further proceedings
involving the Debtor.  11.6Plan
Supplement.  The Plan Supplement
(containing drafts or final versions of the Plan Documents) shall be filed with
the Bankruptcy Court as early as practicable (but in no event later than three (3) Business
Days) prior to the earlier of (i) the deadline fixed for voting on the
Plan, and (ii) the deadline for filing objections to confirmation of this
Plan, or on such other date as the Bankruptcy Court may establish.  Holders of Claims or Equity Interests may
obtain a copy of the Plan Supplement upon written request to Debtor in
accordance with Section 11.8 hereof. 
The Plan Supplement is incorporated into and a part of this Plan as if
set forth in full herein.  11.7Binding
Effect.  This Plan shall be binding
upon and inure to the benefit of the Debtor, the holders of Claims and Equity
Interests, and their respective successors and assigns, including, without
limitation, the Plan Administrator, and any Affiliates thereof.  11.8Notices.  All notices, requests and demands under the
Plan, to be effective, shall be in writing and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when actually
delivered or, in the case of notice by facsimile transmission, when received
and telephonically confirmed, addressed as follows:  If to
the Debtor:  CENTURY/ML
CABLE VENTURE c/o
Century Communications Corp. 5619
DTC Parkway Englewood,
CO  80111 Attn:Chief
Financial Officer and General Counsel Fax:303-268-6484  with copies to:  MORGAN,
LEWIS & BOCKIUS LLP 101
Park Avenue New
York, NY  10178 Attn :
Richard S. Toder, Esq. Tel :212-309-6000 Fax :212-309-6001  and  ML MEDIA PARTNERS, L.P. c/o RP Companies, Inc. 444 Madison Avenue Suite 703 New York, New York 10022 Attn:Elizabeth McNey Yates  27


Tel:  212-980-7110 Fax: 212-980-8374  If to
Century:  CENTURY
COMMUNICATIONS CORP. 5619
DTC Parkway Englewood,
CO  80111 Attn:Chief
Financial Officer and General Counsel Fax:303-268-6484  With a copy to:  WILLKIE
FARR & GALLAGHER LLP 787
Seventh Avenue New
York, NY  10019 Attn:Marc Abrams, Esq. Tel:212-728-8000 Fax:212-728-8111  If to
ML Media:  ML MEDIA PARTNERS, L.P. c/o RP Companies, Inc. 444 Madison Avenue - Suite 703 New York, New York 10022 Attn:Elizabeth McNey Yates Tel:  212-980-7110 Fax: 212-980-8374  With a copy to:  PROSKAUER
ROSE LLP 1585
Broadway New
York, New York  10036-8299 Attn:  Jeffrey W.
Levitan, Esq. Tel:   212-969-3000 Fax:  212-969-2900  If to
Buyer:  SAN JUAN CABLE, LLC c/o MidOcean Partners, LP 320 Park Avenue, 17th Floor New York, New York 
10022 Attn:  Tyler
Zachem  28


Tel:   212-497-1400 Fax:  212-497-1375  With a copy to:  KIRKLAND &
ELLIS LLP655 Fifteenth Street, N.W.
Washington, D.C.  2005
Attn:  George P. Stamas, Esq. Mark
D. Director, Esq. Tel:   202-879-5000
Fax:  202-879-5200  11.9Governing
Law.  Except to the extent the
Bankruptcy Code, Bankruptcy Rules or other federal law is applicable, or
to the extent this Plan, provides otherwise, the rights and obligations arising
under this Plan shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York, without giving effect to any contrary
result otherwise required under applicable conflicts or choice of law.  11.10Withholding
and Reporting Requirements.  In connection
with the consummation of this Plan, the Plan Administrator shall comply with
all withholding and reporting requirements imposed by any federal, state, local
or foreign taxing authority and all distributions hereunder shall be subject to
any such withholding and reporting requirements.  11.11Headings.  Headings are used in this Plan for
convenience and reference only, and shall not constitute a part of this Plan
for any other purpose.  11.12Filing of
Additional Documents.  On or before
substantial consummation of this Plan, the Plan Administrator shall file with
the Bankruptcy Court such agreements and other documents as may be necessary or
appropriate to effectuate and further evidence the terms and conditions hereof.  11.13Inconsistency.  In the event of any inconsistency between
this Plan and the Disclosure Statement, any exhibit to this Plan or Disclosure
Statement or any other instrument or document created or executed pursuant to
this Plan, this Plan shall govern.  11.14Withdrawal
of Plan.  If the Debtor revokes or withdraws
the Plan, or if Confirmation or consummation of the Plan does not occur, then (i) the
Plan shall be null and void in all respects, (ii) any settlement or
compromise embodied in the Plan (including the fixing or limiting to an amount
any Claim or Class of Claims), assumption or rejection of executory
contracts or leases effected by the Plan, and any document or agreement
executed pursuant to the Plan shall be deemed null and void, and (iii) nothing
contained in the Plan, and no acts taken in preparation for consummation of the
Plan, shall (A) constitute or be deemed to constitute a waiver or release
of any Claims by or against, or any interests in, the Debtor or any other
Person, (B) prejudice in any manner the rights of the Debtor or any Person
in any further proceedings or (C) constitute an admission of any sort by
the Debtor or any other Person.  29


11.15Change of
Control.  Neither the consummation of
the Plan, the Acquisition Agreement nor the transactions contemplated hereby or
thereby shall constitute a change of control for purposes of any contract or
other restriction to which the Debtor is subject.  Date:
  August 9,
  2005New York, New
  YorkCENTURY/ML
  CABLE VENTUREBy:
  CENTURY
  COMMUNICATIONS CORP.By:
  /s/ Murray
  FlaniganandML
  MEDIA PARTNERS LPBy:
  /s/ Elizabeth
  McNey YatesMORGAN,
  LEWIS & BOCKIUS LLPBy:
  
  /s/ Richard S.
  ToderRichard S. Toder
  (RT-3917)Neil E. Herman
  (NH-2513)Amanda R. Waller
  (AW-2115)101 Park AvenueNew York, NY
  10178Tel :
  212-309-6000  30


EXHIBIT A  RIGAS PERSONS  John J. Rigas Doris Rigas Michael J. Rigas Timothy J. Rigas James P. Rigas Mary Ann Rigas, M.D. Ellen Rigas Venetis Adelphia Cablevision
Associates of Radnor, L.P. Adelphia Cablevision of
West Palm Beach, LLC Adelphia Cablevision of
West Palm Beach II, LLC Bucktail Broadcasting
Corp. Cablevision Business
Services, Inc. Coudersport Television
Cable Co. Coudersport Theatre Demetrios, Inc. Desert Hot Springs
Cablevision, Inc. Dobaire Designs Dorellenic Dorellenic Cable Partners Doris Holdings, L.P. Eleni Acquisition, Inc. Eleni Interiors, Inc. Ergoarts, Inc. Gristmill Properties, Inc. Henderson Community
Antenna Television, Inc. Highland 2000, LLC Highland 2000, L.P. Highland Carlsbad
Cablevision, Inc. Highland Carlsbad
Operating Subsidiary, Inc. (f/k/a Daniels Cablevision, Inc.) Highland Communications,
LLC Highland Holdings Highland Holdings II, G.P. Highland Holdings Puerto
Rico, LLC Highland Preferred
Communications, LLC Highland Preferred
Communications 2001, LLC Highland Prestige Georgia, Inc. Highland Video
Associates, L.P. Hilton Head
Communications, L.P. Iliad Holdings, Inc. Ionian Communications,
L.P.  i


Island Partners, Inc. Kostas LLC Montgomery Cablevision
Associates, L.P. NCAA Holdings, Inc. Niagara Frontier Hockey,
L.P. Patmos, Inc. Persephone Enterprises, Ltd. Prestige Communications, Inc. Preston Motors, Inc. RFP Cable Holdings, Inc. Rigas Entertainment, Ltd. Rigas Investments, LLC Rigas Investments L.P. Roumali, Inc. SAGIR, Inc. Songcatcher Films, LLC Syracuse Hilton Head
Holdings, L.P. Wending Creek 3656, LLC Wending Creek Farms, Inc. Zito Corporation Zito L.P.  ii