Exhibit 10.05
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               AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT

     AGREEMENT dated as of August 26, 2002 among each of the LOAN PARTIES from
time to time party hereto and CITICORP USA, INC., as Collateral Agent (with its
successors in such capacity, the "Collateral Agent").

     WHEREAS, the Loan Parties party thereto and Citicorp USA, Inc., as
Collateral Agent, are parties to a Security and Pledge Agreement dated as of
June 25, 2002 (the "Existing Security and Pledge Agreement");

     WHEREAS, the parties thereto desire to amend and restate the Existing
Security and Pledge Agreement as provided in this Agreement, said Existing
Security and Pledge Agreement will be so amended and restated; and

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

     WHEREAS, it is a condition precedent to the making of Loans and the
issuance of Letters of Credit under the Amended and Restated DIP Credit
Agreement that each Loan Party shall have granted, subject to the Carve-Out, a
security interest, pledge and lien on its Collateral specified herein, such
liens to have the status and priority specified in Section 2.24(a) of the
Amended and Restated DIP Credit Agreement; and

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

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

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

     NOW, THEREFORE, in consideration of the premises contained herein and in
order to continue inducing (i) the DIP Lenders to make Loans and participate in
Letters of Credit, (ii) the Fronting Banks to issue Letters of Credit and (iii)
each of the Agents to act in their respective capacities, the parties hereto
agree as follows:

     SECTION 1. Definitions

     (a) Terms Defined in UCC. As used herein, each of the following terms has
the meaning specified in the UCC:

Term                                                       UCC
----                                                       ---
Account                                                    9-102
Authenticate                                               9-102
Certificated Security                                      8-102
Chattel Paper                                              9-102
Commercial Tort Claim                                      9-102
Commodity Account                                          9-102
Commodity Contract                                         9-102
Commodity Customer                                         9-102
Commodity Intermediary                                     9-102
Deposit Account                                            9-102
Document                                                   9-102
Electronic Chattel Paper                                   9-102
Entitlement Holder                                         8-102
Entitlement Order                                          8-102
Equipment                                                  9-102
Financial Asset                                            8-102 & 103
General Intangibles                                        9-102
Instrument                                                 9-102
Inventory                                                  9-102
Investment Property                                        9-102
Letter-of-Credit Right                                     9-102
Payment Intangible                                         9-102
Record                                                     9-102

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Securities Account                                         8-501
Securities Intermediary                                    8-102
Security                                                   8-102 & 103
Security Entitlement                                       8-102
Supporting Obligations                                     9-102
Tangible Chattel Paper                                     9-102
Uncertificated Security                                    8-102

     (b) Additional Definitions. The following additional terms, as used herein,
have the following meanings:

     "Article 9" means, with respect to any item of Collateral, Article 9 of the
Uniform Commercial Code as in effect in the jurisdiction the laws of which apply
to the creation (subject to Section 26) or perfection of the security interest
in such Collateral or the rights therein from time to time.

     "Collateral" means, with respect to any Loan Party (including any Holding
Company Guarantor), all the rights, title and interest of such Loan Party in (i)
all Accounts, (ii) all Chattel Paper, (iii) all Deposit Accounts, (iv) all
Documents, (v) all Equipment, (vi) all Farm Products, (vii) all General
Intangibles (including any Equity Interests in other Persons that do not
constitute Investment Property), (viii) all Instruments, (ix) all Inventory, (x)
all Investment Property, (xi) all Letter-of-Credit Rights, (xii) all books and
records (including customer lists, credit files, computer programs, printouts
and other computer materials and records) of such Loan Party pertaining to any
of its Collateral, (xiii) such Loan Party's ownership interest in (1) its
Collateral Accounts, (2) all Financial Assets credited to its Collateral
Accounts from time to time and all Security Entitlements in respect thereof, (3)
all cash held in its Collateral Accounts from time to time and (4) all other
money held from time to time held by such Loan Party; and (xiv) all Proceeds of
the Collateral described in the foregoing clauses (i) through (xiii); whether
now owned or hereafter acquired; provided that the "Collateral" of any Loan
Party shall not include any Excluded Property of such Loan Party. When used with
respect to a specific Loan Party, the term "Collateral" means all its property
on which such a Lien is granted or purports to be granted.

     "Collateral Accounts" means, with respect to each Loan Party, its Letter of
Credit Account.

     "Collateral Agent" means Citicorp USA, Inc., in its capacity as Collateral
Agent under this Agreement and the other Security Documents.

     "Contingent Secured Obligation" means, at any time, any Secured Obligation
(or portion thereof) that is contingent in nature at such time, including

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any Secured Obligation that is: (i) an obligation to reimburse a bank for
drawings not yet made under a letter of credit issued by it, (ii) an obligation
under a hedging agreement to make payments that cannot be quantified at such
time, (iii) any other obligation (including any guarantee) that is contingent in
nature at such time, or (iv) an obligation to provide collateral to secure any
of the foregoing types of obligations.

     "Control" has the following meanings: (i) when used with respect to any
Security or Security Entitlement, the meaning specified in UCC Section 8-106,
(ii) when used with respect to any Deposit Account, the meaning specified in UCC
Section 9-104, (iii) when used with respect to any Electronic Chattel Paper, the
meaning specified in UCC Section 9-105, (iv) when used with respect to any
Commodity Account or Commodity Contract, the meaning specified in UCC Section
9-106(b), and (v) when used with respect to any right to payment or performance
by the issuer or a Nominated Person in respect of a letter of credit, the
meaning specified in UCC Section 9-107.

     Controlled Securities Account" means a Securities Account that (i) is
maintained in the name of a Loan Party at an office of a Securities Intermediary
located in the United States and (ii) together with all Financial Assets
credited thereto and all related Security Entitlements, is subject to a
Securities Account Control Agreement among such Loan Party, the Collateral Agent
and such Securities Intermediary.

     "Copyright License" means any agreement now or hereafter in existence
granting to any Loan Party, or pursuant to which any Loan Party grants to any
other Person, any right to use, copy, reproduce, distribute, prepare derivative
works, display or publish any records or other materials on which a Copyright is
in existence or may come into existence, including any agreement identified in
Schedule 1 to any Copyright Security Agreement.

     "Copyrights" means all the following: (i) all copyrights under the laws of
the United States or any other country (whether or not the underlying works of
authorship have been published), all registrations and recordings thereof, all
copyrightable works of authorship (whether or not published), and all
applications for copyrights under the laws of the United States or any other
country, including registrations, recordings and applications in the United
States Copyright Office or in any similar office or agency of the United States,
any State thereof or any other country or any political subdivision thereof,
including those described in Schedule 1 to any Copyright Security Agreement,
(ii) all renewals of any of the foregoing, (iii) all claims for, and rights to
sue for, past or future infringements of any of the foregoing, and (iv) all
income, royalties, damages and payments now or hereafter

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due or payable with respect to any of the foregoing, including damages and
payments for past or future infringements thereof.

     "Copyright Security Agreement" means a Copyright Security Agreement, in
form and substance reasonably acceptable to the Collateral Agent, executed and
delivered by a Loan Party in favor of the Collateral Agent for the benefit of
the Secured Parties.

     "Deposit Account Control Agreement" means, with respect to any Deposit
Account of any Loan Party, an agreement among such Loan Party, the Collateral
Agent and the relevant Depositary Bank, set forth in an Authenticated Record,
(i) that such Depositary Bank will comply with instructions originated by the
Collateral Agent directing disposition of the funds in such Deposit Account
without further consent by such Loan Party and (ii) subordinating to the
relevant Transaction Lien all claims of the Depositary Bank to such Deposit
Account (except its right to deduct its normal operating charges and any
uncollected funds previously credited thereto).

     "Depositary Bank" means a bank at which a Controlled Deposit Account is
maintained.

     "Equity Interest" means (i) in the case of a corporation, any shares of its
capital stock, (ii) in the case of a limited liability company, any membership
interest therein, (iii) in the case of a partnership, any partnership interest
(whether general or limited) therein, (iv) in the case of any other business
entity, any participation or other interest in the equity or profits thereof,
(v) any warrant, option or other right to acquire any Equity Interest described
in this definition or (vi) any Security Entitlement in respect of any Equity
Interest described in this definition.

     "Existing Cash Management System" means the Deposit Accounts and Security
Accounts, which are used by the Loan Parties on the date hereof for the daily
holding and transfer of their cash, Instruments, Investment Property and
Financial Assets.

     "Existing Security and Pledge Agreement" means the Security and Pledge
Agreement dated as of June 25, 2002, among each of the Loan Parties party
thereto and Citicorp USA, Inc., as Collateral Agent.

     "Intellectual Property Filing" means (i) with respect to any Patent, Patent
License, Trademark or Trademark License, the filing of the applicable Patent
Security Agreement or Trademark Security Agreement with the United States Patent
and Trademark Office, together with an appropriately completed

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recordation form, and (ii) with respect to any Copyright or Copyright
License, the filing of the applicable Copyright Security Agreement with the
United States Copyright Office, together with an appropriately completed
recordation form, in each case sufficient to record the Transaction Lien granted
to the Collateral Agent in such Recordable Intellectual Property.

     "Intellectual Property Security Agreement" means a Copyright Security
Agreement, a Patent Security Agreement or a Trademark Security Agreement.

     "Loan Party" means each "Loan Party" under the Amended and Restated DIP
Credit Agreement.

     "Liquid Investment" means a Permitted Investment (other than commercial
paper) that matures within 30 days after it is first included in the Collateral.

     "LLC Interest" means a membership interest or similar interest in a limited
liability company.

     "Material Intellectual Property" means, with respect to any Loan Party that
belongs to a Borrower Group, any Copyright License, Copyrights, Patent License,
Patents, Trademark Licenses, and Trademarks that are material to the business of
the Borrower Group to which such Loan Party belongs.

     "Nominated Person" means a Person whom the issuer of a letter of credit (i)
designates or authorizes to pay, accept, negotiate or otherwise give value under
such letter of credit and (ii) undertakes by agreement or custom and practice to
reimburse.

     "Non-Contingent Secured Obligation" means at any time any Secured
Obligation (or portion thereof) that is not a Contingent Secured Obligation at
such time.

     "own" refers to the possession of sufficient rights in property to grant a
security interest therein as contemplated by UCC Section 9-203, and "acquire"
refers to the acquisition of any such rights.

     "Partnership Interest" means a partnership interest, whether general or
limited.

     "Patent License" means any agreement now or hereafter in existence granting
to any Loan Party, or pursuant to which any Loan Party grants to any other
Person, any right with respect to any Patent or any invention now or

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hereafter in existence, whether patentable or not, whether a patent or
application for patent is in existence on such invention or not, and whether a
patent or application for patent on such invention may come into existence or
not, including any agreement identified in Schedule 1 to any Patent Security
Agreement.

     "Patents" means (i) all letters patent and design letters patent of the
United States or any other country and all applications for letters patent or
design letters patent of the United States or any other country, including
applications in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any State thereof or any other country or
any political subdivision thereof, including those described in Schedule 1 to
any Patent Security Agreement, (ii) all reissues, divisions, continuations,
continuations in part, revisions and extensions of any of the foregoing, (iii)
all claims for, and rights to sue for, past or future infringements of any of
the foregoing and (iv) all income, royalties, damages and payments now or
hereafter due or payable with respect to any of the foregoing, including damages
and payments for past or future infringements thereof.

     "Patent Security Agreement" means a Patent Security Agreement, in form and
substance reasonably acceptable to the Collateral Agent, executed and delivered
by a Loan Party in favor of the Collateral Agent for the benefit of the Secured
Parties.

     "Perfection Certificate" means, with respect to any Loan Party, a
certificate substantially in the form of Exhibit B, completed and supplemented
with the schedules contemplated thereby to the satisfaction of the Collateral
Agent, and signed by an officer of such Loan Party.

     "Permitted Liens" means (i) the Transaction Liens and (ii) any other Liens
on the Collateral permitted to be created or assumed or to exist pursuant to
Section 6.01 of the Amended and Restated DIP Credit Agreement.

     "Person" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

     "Pledged", when used in conjunction with any type of asset, means at any
time an asset of such type that is included (or that creates rights that are
included) in the Collateral at such time. For example, "Pledged Equity Interest"
means an Equity Interest that is included in the Collateral at such time and
"Pledged letter of credit" means a letter of credit that creates rights to
payment or performance that are included in the Collateral at such time.

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     "Proceeds" means all proceeds of, and all other profits, products, rents or
receipts, in whatever form, arising from the collection, sale, lease, exchange,
assignment, licensing or other disposition of, or other realization upon, any
Collateral, including all claims of the relevant Loan Party against third
parties for loss of, damage to or destruction of, or for proceeds payable under,
or unearned premiums with respect to, policies of insurance in respect of, any
Collateral, and any condemnation or requisition payments with respect to any
Collateral.

     "Recordable Intellectual Property" means (i) Patents, (ii) Patent Licenses,
(iii) Trademarks, (iv) Trademark Licenses, (v) Copyrights and (vi) Copyright
Licenses, and all rights in or under any of the foregoing.

     "Secured Agreement", when used with respect to any Secured Obligation of
any Loan Party, refers collectively to each instrument, agreement or other
document that sets forth obligations of such Loan Party and/or rights of the
holder with respect to such Secured Obligation.

     "Secured Obligations" means (i) with respect to each Several Borrower, all
Obligations of such Borrower and all Obligations of any other Loan Party which
belongs to the same Borrower Group as such Several Borrower, (ii) with respect
to each Joint and Several Borrower, all Obligations of such Borrower and each
other Loan Party, and (iii) with respect to each Guarantor, its Guaranteed
Obligations.

     "Secured Parties" means the holders from time to time of the Secured
Obligations, including each Agent, each Fronting Bank and each DIP Lender.

     "Securities Account Control Agreement" means, when used with respect to a
Securities Account, a Securities Account Control Agreement, in form and
substance reasonably acceptable to the Collateral Agent, among the relevant
Securities Intermediary, the relevant Loan Party and the Collateral Agent to the
effect that such Securities Intermediary will comply with Entitlement Orders
originated by the Collateral Agent with respect to such Securities Account
without further consent by the relevant Loan Party.

     "Security Agreement Supplement" means a Security Agreement Supplement,
substantially in the form of Exhibit A, signed and delivered to the Collateral
Agent for the purpose of adding a Subsidiary as a party hereto pursuant to
Section 21 and/or adding additional property to the Collateral.

     "Security Documents" means this Agreement, the Security Agreement
Supplements, the Deposit Account Control Agreements, the Issuer Control
Agreements, the Securities Account Control Agreements, the Intellectual Property

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Security Agreements and all other supplemental or additional security
agreements, control agreements or similar instruments delivered pursuant to the
Loan Documents.

     "Subsidiary" means, as to any Person, any corporation or other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the Company.

     "Supporting Letter of Credit" means a letter of credit that supports the
payment or performance of one or more items included in the Collateral.

     "Trademark License" means any agreement now or hereafter in existence
granting to any Loan Party, or pursuant to which any Loan Party grants to any
other Person, any right to use any Trademark, including any agreement identified
in Schedule 1 to any Trademark Security Agreement.

     "Trademarks" means: (i) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service
marks, logos, brand names, trade dress, prints and labels on which any of the
foregoing have appeared or appear, package and other designs, and all other
source or business identifiers, and all general intangibles of like nature, and
the rights in any of the foregoing which arise under applicable law, (ii) the
goodwill of the business symbolized thereby or associated with each of them,
(iii) all registrations and applications in connection therewith, including
registrations and applications in the United States Patent and Trademark Office
or in any similar office or agency of the United States, any State thereof or
any other country or any political subdivision thereof, including those
described in Schedule 1 to any Trademark Security Agreement, (iv) all renewals
of any of the foregoing, (v) all claims for, and rights to sue for, past or
future infringements of any of the foregoing and (vi) all income, royalties,
damages and payments now or hereafter due or payable with respect to any of the
foregoing, including damages and payments for past or future infringements
thereof.

     "Trademark Security Agreement" means a Trademark Security Agreement,
substantially in the form of Exhibit D, executed and delivered by a Loan Party
in favor of the Collateral Agent for the benefit of the Secured Parties.

     "Transaction Liens" means the Liens granted by the Loan Parties under the
Security Documents.

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     "UCC" means the Uniform Commercial Code as in effect from time to time in
the State of New York; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any Transaction Lien on any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other
than New York, "UCC" means the Uniform Commercial Code as in effect from time to
time in such other jurisdiction for purposes of the provisions hereof relating
to such perfection, effect of perfection or non-perfection or priority.

     (c) Amended and Restated DIP Credit Agreement Defined Terms. All other
defined terms used herein and not defined have the meanings assigned to such
terms in the Amended and Restated DIP Credit Agreement.

     (d) Terms Generally. The definitions of terms herein (including those
incorporated by reference to the UCC, the Amended and Restated DIP Credit
Agreement or to another document) apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun includes the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation". The word "will" shall be construed to have the same meaning and
effect as the word "shall". Unless the context requires otherwise, (a) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Sections, Exhibits and Schedules shall be construed to
refer to Sections of, and Exhibits and Schedules to, this Agreement and (e) the
word "property" shall be construed to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

     (e) Bankruptcy Court Approval Required. This Agreement shall be subject to
the approval of the Bankruptcy Court. Upon entry of the Interim Order, such
approval will have been granted.

     SECTION 2. Grant of Transaction Liens

     (a) Each Loan Party, in order to secure its Secured Obligations, grants to
the Collateral Agent for the benefit of the Secured Parties a continuing
security interest in all the Collateral of such Loan Party, whether now owned or
existing or

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hereafter acquired or arising and regardless of where located (in each case
subject and subordinated to the Carve-Out as provided in the Orders and in the
Amended and Restated DIP Credit Agreement).

     (b) With respect to each right to payment or performance included in the
Collateral of any Loan Party from time to time, the Transaction Lien granted
therein includes a continuing security interest in any Supporting Obligation
that supports such payment or performance and any Lien that (x) secures such
right to payment or performance or (y) secures any such Supporting Obligation.

     (c) The Transaction Liens are granted as security only and shall not
subject the Collateral Agent or any other Secured Party to, or transfer or in
any way affect or modify, any obligation or liability of any Loan Party with
respect to any of the Collateral or any transaction in connection therewith.

     (d) Each of the Secured Parties acknowledges and agrees that, with respect
to any Collateral consisting of Equity Interests in (i) Century-TCI California
Communications, L.P., Delaware limited partnership, (ii) Western NY Cablevision,
L.P., a Delaware limited partnership and (iii) Parnassos Communications, L.P., a
Delaware limited partnership (the Equity Interests described in clauses (i)
through (iii), collectively, the "Partnership Equity Interests"), the right to
foreclose on such Collateral is subject to the transfer restrictions contained
in (1) with respect to the Equity Interests described in clause (i), the
Agreement of Limited Partnership of Century-TCI California Communications, L.P.
dated as of December 7, 1999 by and among Century Exchange LLC, a Delaware
limited liability company and TCI California Holdings, LLC, a Colorado limited
liability company, (2) with respect to the Equity Interests described in clause
(ii), the Agreement of Limited Partnership of Parnassos LP (now known as Western
NY Cablevision, L.P.) dated as of January 8, 1998 among Adelphia Western New
York Holdings LLC, TCI Adelphia Holdings LLC and US Tele-Media Investment
Company and (3) with respect to the Equity Interests described in clause (iii),
the Agreement of Limited Partnership of Parnassos Communications, L.P. dated as
of December 30, 1998 among Adelphia Western New York Holdings LLC, TCI Adelphia
Holdings LLC and Montgomery Cablevision, Inc., in each case as in effect on the
date hereof. The provisions of the immediately preceding sentence shall not be
construed to affect or limit in any manner the rights of the Secured Parties
with respect to the Proceeds of any Partnership Equity Interests or any other
Collateral of any Loan Party.

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

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     (a) Such Loan Party is duly organized, validly existing and in good
standing under the laws of the jurisdiction identified as its jurisdiction of
organization in its Perfection Certificate.

     (b) Each Loan Party holds all its Equity Interests in its direct
Subsidiaries directly or through a Subsidiary of such Loan Party (i.e., not
through a Securities Intermediary or any other Person).

     (c) All Pledged Equity Interests owned by such Loan Party are owned by it
free and clear of any Lien other than (i) the Transaction Liens and (ii) any
Liens permitted by clauses (a), (b) and (c) of Section 6.01 of the Amended and
Restated DIP Credit Agreement, it being understood that the Transaction Liens on
all Pledged Equity Interests shall have the rank and status specified in Section
2.22(a) of the Amended and Restated DIP Credit Agreement. All shares of capital
stock included in such Pledged Equity Interests (including shares of capital
stock in respect of which such Loan Party owns a Security Entitlement) have been
duly authorized and validly issued and are fully paid and non-assessable. Except
as otherwise disclosed in Schedule 3(c) hereto, none of such Pledged Equity
Interests is subject to any option to purchase or similar right of any Person.
Except for any such agreements existing as of the date hereof, such Loan Party
is not and will not become a party to or otherwise bound by any agreement
(except the Amended and Restated DIP Credit Agreement) which restricts in any
manner the rights of any present or future holder of any Pledged Equity Interest
with respect thereto.

     (d) Such Loan Party is the legal and beneficial owner of all its Collateral
(subject to exceptions that are, in the aggregate, not material to the value of
the Collateral securing such Loan Party's obligations, taken as a whole), free
and clear of any Lien other than Permitted Liens.

     (e) Such Loan Party has not performed any acts that might prevent the
Collateral Agent from enforcing any of the provisions of the Security Documents
or that would limit the Collateral Agent in any such enforcement. Each Loan
Party will deliver to the Collateral Agent in accordance with Section 5.07 of
the Amended and Restated DIP Credit Agreement each of the UCC searches referred
to therein. No Collateral owned by such Loan Party is in the possession or under
the Control of any other Person having a claim thereto or security interest
therein, other than Permitted Liens and any Deposit Accounts, Security Accounts
Instruments, Investment Property and Financial Assets of each Loan Party within
the Existing Cash Management System on the date hereof (it being understood that
nothing in this sentence shall be construed to modify or limit the obligations
of the Loan Parties under Sections 6.10 or 6.13 of the Amended and Restated DIP
Credit Agreement).

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     (f) The Transaction Liens on all Collateral owned by such Loan Party
following execution of this Agreement and the entry of the Interim Order, have
been validly created, attach to each item of such Collateral on the first date
on which both this Agreement has been executed by such Loan Party and the
Interim Order has been entered (or, if such Loan Party first obtains rights
thereto on a later date, on such later date), when so attached, will secure the
Secured Obligations of such Loan Party, and will upon the entry of the Interim
Order, have the priority described in Section 2.22(a) of the Amended and
Restated DIP Credit Agreement.

     (g) The information set forth in the Perfection Certificate delivered by
such Loan Party in accordance with Section 5.07 of the Amended and Restated DIP
Credit Agreement will be, as of and at the time such certificate is delivered,
correct and complete.

     (h) No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the
grant and pledge by such Loan Party of the security interests granted hereby,
the validity and enforceability thereof or for the execution, delivery or
performance of this Agreement by such Loan Party or for the perfection of the
security interests or the exercise by the Collateral Agent of its rights and
remedies hereunder, except for (i) the entry of the Interim Order and (ii) such
notice as may be required with respect to any Collateral consisting of franchise
agreements or related licenses, or pursuant to statutes or regulations
applicable to the Loan Parties' industry.

        (i) All of such Loan Party's Inventory has or will have been produced in
compliance with the applicable requirements of the Fair Labor Standards Act, as
amended.

     (j) No Loan Party is the claimant with respect to any Commercial Tort
Claims other than any Commercial Tort Claim set forth in Schedule 3(l), as such
Schedule may be amended from time to time. If any Loan Party acquires a
Commercial Tort Claim after the date hereof, such Grantor will promptly grant a
security interest in such Commercial Tort Claim (which shall be described in an
addendum to this Agreement with the specificity required to satisfy said
Official Comment 5) to the Collateral Agent for the benefit of the Secured
Parties.

     SECTION 4. Covenants Each Loan Party covenants as follows:

     (a) Such Loan Party authorizes the Collateral Agent to execute and file
such financing statements or continuation statements without such Loan Party's
signature appearing thereon. Such Loan Party agrees, to the extent permitted by
law, that a carbon, photographic, photostatic or other reproduction of this
Agreement or of a financing statement is sufficient as a financing statement.
Such

                                       13

<PAGE>

Loan Party constitutes the Collateral Agent its attorney-in-fact to execute
and file all Intellectual Property Filings and other filings required or so
requested for the foregoing purposes, and such power, being coupled with an
interest, shall be irrevocable until all the Transaction Liens granted by such
Loan Party terminate pursuant to Section 20.

     (b) Such Loan Party will not sell, lease, exchange, assign or otherwise
dispose of, or grant any option with respect to, any of its Collateral; provided
that such Loan Party may do any of the foregoing unless (i) doing so would
violate a term in the Amended and Restated DIP Credit Agreement or (ii) an Event
of Default shall have occurred and be continuing or result therefrom.

     (c) Such Loan Party will use commercially reasonable efforts to cause to be
collected from its account debtors, when due, all amounts owing under its
Accounts (including delinquent Accounts, with respect to which such Loan Party
will use commercially reasonable efforts to collect in accordance with customary
industry practices and lawful collection procedures) and will apply all amounts
collected thereon, forthwith upon receipt thereof, to the outstanding balances
of such Accounts. Subject to the rights of the Collateral Agent and the other
Secured Parties hereunder if an Event of Default shall have occurred and be
continuing, such Loan Party may allow in the ordinary course of business as
adjustments to amounts owing under its Accounts (i) any extension or renewal of
the time or times for payment, or settlement for less than the total unpaid
balance, that such Loan Party finds appropriate in accordance with sound
business judgment and (ii) refunds or credits, all in the ordinary course of
business and consistent with such Loan Party's historical collection practices.
The costs and expenses (including attorney's fees) of collection, whether
incurred by such Loan Party or the Collateral Agent, shall be paid by such Loan
Party; provided however that such Loan Party shall only be liable for costs and
expenses incurred by the Collateral Agent to the extent such costs and expenses
were reasonable.

     (d) Each Loan Party will comply with the provisions of Section 6.13 of the
Amended and Restated DIP Credit Agreement.

     (e) Without further order of the Bankruptcy Court, all pledged notes not
subject to any Liens as of the date hereof (if any) which Liens have been
perfected by possession, shall, to the extent the applicable Loan Party acquires
or has possession thereof, be delivered within 20 days after the date of entry
of the Interim Order of the Bankruptcy Court to the Collateral Agent by the
applicable Loan Parties pursuant hereto indorsed to the order of the Collateral
Agent, and accompanied by any required transfer tax stamps, all in form and
substance satisfactory to the Collateral Agent in its reasonable judgment. All
certificates representing Pledged Equity Interests not subject to any Liens as
of the date hereof

                                       14

<PAGE>

(if any) which Liens have been perfected by possession,
shall, to the extent the applicable Loan Party acquires or has possession
thereof, be delivered within 20 days after the date of entry of the Interim
Order of the Bankruptcy Court to the Collateral Agent by the applicable Loan
Parties pursuant hereto and shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed instruments of transfer or assignment
in blank, with signatures appropriately guaranteed, if required, and accompanied
by any required transfer tax stamps, all in form and substance satisfactory to
the Collateral Agent in its reasonable judgment.

     (f) In the event that a Loan Party requires the consent of a third party to
pledge hereunder any Equity Interest or Investment Property, such Loan Party
shall use its commercially reasonable efforts to obtain the necessary consent to
the granting of such pledge and, upon the obtaining thereof, such Equity
Interest or Investment Property, as the case may be, shall constitute
"Collateral" of such Loan Party hereunder and shall be subject to the
Transaction Liens.

     (g) Within 30 days after the date hereof, each Loan Party will deliver to
the Collateral Agent a schedule setting forth each franchise agreement
constituting Collateral as to which notice of the grant of the security
interests must be given.

     SECTION 5. Recordable Intellectual Property Each Loan Party covenants as
follows:

     (a) At the written request of the Collateral Agent, without further order
of the Bankruptcy Court, such Loan Party will sign and deliver to the Collateral
Agent Intellectual Property Security Agreements with respect to all Recordable
Intellectual Property then owned by it and that constitutes Material
Intellectual Property. Upon the written request of the Collateral Agent, from
time to time, (but in no event more often than semi-annually), without further
order of the Bankruptcy Court, such Loan Party will sign and deliver to the
Collateral Agent any Intellectual Property Security Agreement with respect to
all Recordable Intellectual Property then owned by it and that constitutes
Material Intellectual Property and that is not covered by any previous
Intellectual Property Security Agreement so signed and delivered by it. In each
case, without further order of the Bankruptcy Court, at the written request of
the Collateral Agent, such Loan Party will promptly make all Intellectual
Property Filings necessary to record the Transaction Liens on such Recordable
Intellectual Property that constitutes Material Intellectual Property.

     (b) Such Loan Party will notify the Collateral Agent promptly if it knows
that any application or registration relating to any Recordable Intellectual
Property that constitutes Material Intellectual Property may become abandoned or
dedicated to the public, or subject to any adverse determination or development
(including the institution of, or any adverse determination or development in,
any proceeding

                                       15

<PAGE>

in the United States Copyright Office, the United States Patent and
Trademark Office or any court) regarding such Loan Party's ownership of such
Recordable Intellectual Property, its right to register or patent the same, or
its right to keep and maintain the same. If any of such Loan Party's rights to
any Recordable Intellectual Property that constitutes Material Intellectual
Property are infringed, misappropriated or diluted by a third party in a manner
that could reasonably be expected to have a Material Adverse Effect, such Loan
Party will notify the Collateral Agent within 30 days after it learns thereof
and will, unless such Loan Party shall reasonably determine that such action
would be of negligible value, economic or otherwise, promptly sue for
infringement, misappropriation or dilution and to recover any and all damages
for such infringement, misappropriation or dilution, and take such other actions
as such Loan Party shall reasonably deem appropriate under the circumstances to
protect such Recordable Intellectual Property.


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

     (a) Certificated Securities. Within 45 days of the date hereof, such Loan
Party will deliver to the Collateral Agent as Collateral hereunder all
certificates representing Pledged Certificated Securities owned as of the date
hereof by such Loan Party and not subject to any Liens as of the date hereof (if
any) which Liens have been perfected by possession. Thereafter, whenever such
Loan Party acquires any other certificate representing a Pledged Certificated
Security, such Loan Party will immediately deliver such certificate to the
Collateral Agent as Collateral hereunder.

     (b) Agreement as to Applicable Jurisdiction. In respect of all Security
Entitlements owned by such Loan Party, and all Securities Accounts to which the
related Financial Assets are credited, the Securities Intermediary's
jurisdiction (determined as provided in UCC Section 8-110(e)) will at all times
be located in the United States. In respect of all Commodity Contracts owned by
such Loan Party and all Commodity Accounts in which such Commodity Contracts are
carried, the Commodity Intermediary's jurisdiction (determined as provided in
UCC Section 9-305 (b)) will at all times be located in the United States.

     (c) Delivery of Pledged Certificates. Any certificate representing a
Pledged Certificated Security to be delivered to the Collateral Agent hereunder,
when delivered to the Collateral Agent, will be in suitable form for transfer by
delivery, or accompanied by duly executed instruments of transfer or assignment
in blank, with signatures appropriately guaranteed, all in form and substance
satisfactory to the Collateral Agent.

     SECTION 7. [Intentionally Deleted]

                                       16

<PAGE>

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

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

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

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

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

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

     (c) If immediately available cash on deposit in any Collateral Account is
not sufficient to make any distribution or withdrawal to be made pursuant
hereto,

                                       17

<PAGE>

the Collateral Agent will cause to be liquidated, as promptly as
practicable, such investments held in or credited to such Collateral Account as
shall be required to obtain sufficient cash to make such distribution or
withdrawal and, notwithstanding any other provision hereof, such distribution or
withdrawal shall not be made until such liquidation has taken place.

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

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

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

     SECTION 12. Right to Vote Securities  (a) Unless an Event of Default shall
have occurred and be continuing, each Loan Party will have the right, from time
to time, to vote and to give consents, ratifications and waivers with respect to
any Pledged Security owned by it and the Financial Asset underlying any Pledged

                                       18

<PAGE>

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

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

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

     SECTION 14. Remedies upon Event of Default (a) If an Event of Default shall
have occurred and be continuing, subject to the limitations set forth in Article
7 of the Amended and Restated DIP Credit Agreement, the Collateral Agent may
exercise (or cause its sub-agents to exercise) any or all of the remedies
available to it (or to such sub-agents) under the Security Documents. Without
limiting the generality of the foregoing, if an Event of Default shall have
occurred and be continuing, the Collateral Agent may exercise on behalf of the
Secured Parties all the rights of a secured party under the UCC (whether or not
in effect in the jurisdiction where such rights are exercised) with respect to
any Collateral and, in addition, the Collateral Agent may, without being
required to give any notice (except for any notice required by Section 7.01 of
the Amended and Restated DIP Credit Agreement, which the Collateral Agent shall
give as required thereby) and without application to or order of the Bankruptcy
Court, withdraw all cash held in the Collateral Accounts and apply such cash as
provided in Section 15 and, if there

                                       19

<PAGE>

shall be no such cash or if such cash shall be insufficient to pay all the
Secured Obligations in full, sell, lease, license or otherwise dispose of the
Collateral or any part thereof.

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

     SECTION 15. Application of Proceeds (a) If an Event of Default shall have
occurred and be continuing (subject to the proviso set forth in Section 7.01 of
the Amended and Restated DIP Credit Agreement), the Collateral Agent may apply
any cash held in the Collateral Accounts of any Loan Party and the proceeds of
any sale or other disposition of all or any part of the Collateral of any Loan
Party (other than any amount of such proceeds that, upon the order of the
Bankruptcy

                                       20

<PAGE>

Court, shall be required to be escrowed or otherwise set aside for the
benefit of holders of claims against the relevant Loan Party other than the
Secured Obligations), in the following order of priorities:

               first, to pay the reasonable expenses of such sale or other
          disposition, including reasonable compensation to agents of and
          counsel for the Collateral Agent and any other Agent, and all
          reasonable expenses, liabilities and advances incurred or made by the
          Collateral Agent in connection with the Security Documents;

               second, to pay ratably (i) the unpaid interest accrued on the
         Secured Obligations of such Loan Party in accordance with the
         provisions of the applicable Secured Agreement, as applicable, and (ii)
         all Fees payable under the Amended and Restated DIP Credit Agreement,
         until payment in full of all such interest and Fees shall have been
         made;

                third, to pay the unpaid principal of the Secured Obligations of
         such Loan Party ratably (or provide for the payment thereof pursuant to
         Section 15(b)), until payment in full of the principal of all Secured
         Obligations of such Loan Party shall have been made (or so provided
         for);

               fourth, to pay all other Secured Obligations of such Loan Party
         ratably (or provide for the payment thereof pursuant to Section 15(b)),
         until payment in full of all such other Secured Obligations of such
         Loan Party shall have been made (or so provided for);

               fifth, to pay ratably any Permitted Inter-Group Debt owed or
          guaranteed by such Loan Party; and

              finally, to pay to the relevant Loan Party, or as a court of
         competent jurisdiction may direct, any surplus then remaining from the
         proceeds of the Collateral owned by it;

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

     (b) If at any time any portion of any monies collected or received by the
Collateral Agent would, but for the provisions of this Section 15(b), be payable
pursuant to Section 15(a) in respect of a Contingent Secured Obligation, the

                                       21

<PAGE>

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

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

                                       22

<PAGE>

with any distribution or allocation or application of payment made
under this Section 15(c).

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

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

     (a) to demand, sue for, collect, receive and give acquittance for any and
all monies due or to become due upon or by virtue thereof,

     (b) to settle, compromise, compound, prosecute or defend any action or
proceeding with respect thereto,

                                       23

<PAGE>

     (c) to sell, lease, license or otherwise dispose of the same or the
proceeds or avails thereof, as fully and effectually as if the Collateral Agent
were the absolute owner thereof, and

     (d) to extend the time of payment of any or all thereof and to make any
allowance or other adjustment with reference thereto.

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

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

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

     (b) Rights and Powers as a Secured Party. The bank serving as the
Collateral Agent shall, in its capacity as a Secured Party, have the same rights
and powers as any other Secured Party and may exercise the same as though it
were not the Collateral Agent. Such bank and its Affiliates may accept deposits
from, lend

                                       24

<PAGE>

money to and generally engage in any kind of business with any Loan Party
or any of their respective affiliates as if it were not the Collateral Agent
hereunder.

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

     (d) Authority to Rely on Certain Writings, Statements and Advice. The
Collateral Agent shall be entitled to rely on, and shall not incur any liability
for relying on, any notice, request, certificate, consent, statement,
instrument,

                                       25

<PAGE>

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

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

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

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

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

     SECTION 20. Termination of Transaction Liens; Release of Collateral The
Transaction Liens granted by each Loan Party shall terminate upon (i) the

                                       26

<PAGE>

payment in full of all the Secured Obligations of such Loan Party, (ii) the
termination of the Commitments and (iii) the expiration or cancellation of all
Letters of Credit issued for the account of such Loan Party; provided that the
Transaction Liens granted by any Several Loan Party shall terminate upon
satisfaction of the Exit Conditions with respect to such Loan Party.

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

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

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

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

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

     SECTION 23. No Implied Waivers; Remedies Not Exclusive No failure by the
Collateral Agent or any other Secured Party to exercise, and no delay in
exercising and no course of dealing with respect to, any right or remedy under
any Security Document shall operate as a waiver thereof; nor shall any single or
partial

                                       27

<PAGE>

exercise by the Collateral Agent or any Secured Party of any right or
remedy under any Loan Document preclude any other or further exercise thereof or
the exercise of any other right or remedy. The rights and remedies specified in
the Loan Documents are cumulative and are not exclusive of any other rights or
remedies provided by law.

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

     SECTION 25. Amendments and Waivers Neither this Agreement nor any provision
hereof may be waived, amended, modified or terminated except pursuant to an
agreement or agreements in writing enter into by the parties hereto, with the
consent of such Lenders as are required to consent thereto under Section 10.10
of the Amended and Restated DIP Credit Agreement.

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

     SECTION 27. Waiver of Jury Trial EACH PARTY HERETO WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY
SECURITY DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                                       28

<PAGE>

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

     SECTION 29. Adelphia Business Solutions, Inc. Promissory Note. Nothing in
this Agreement or any other Loan Document shall be construed to prevent the
Parent from entering into that certain Subordination and Intercreditor
Agreement, dated as of August 9, 2002 among Beal Bank, S.S.B., a Texas state
savings bank and the Parent, as previously approved by the Co-Lead Arrangers.













                                       29

<PAGE>


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

                         ACC CABLE COMMUNICATIONS FL-VA, LLC

                         By:   ACC Cable Holdings VA, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                              ----------------------------------------
                               Name:  Randall D. Fisher
                               Title: Vice President and Secretary



                         ACC CABLE HOLDINGS VA, INC.


                         By:  /s/ Randall D. Fisher
                              ----------------------------------------
                               Name:  Randall D. Fisher
                               Title: Vice President and Secretary



                         ACC HOLDINGS II, LLC

                         By:  ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         ACC INVESTMENT HOLDINGS, INC.


                         By: /s/ Erland E. Kailbourne
                             ----------------------------------------
                              Name:  Erland E. Kailbourne
                              Title: President

<PAGE>


                         ACC OPERATIONS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         ACC TELECOMMUNICATIONS
                         HOLDINGS, LLC

                         By: ACC Operations, Inc., its sole member



                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         ACC TELECOMMUNICATIONS LLC

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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ACC TELECOMMUNICATIONS OF
                         VIRGINIA LLC

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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         ACC-AMN HOLDINGS, LLC

                         By:  ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         ADELPHIA ACQUISITION SUBSIDIARY,
                         INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary

                         ADELPHIA ARIZONA, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         ADELPHIA BLAIRSVILLE, LLC

                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary

<PAGE>



                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA CABLEVISION ASSOCIATES, L.P.

                         By:  Chelsea Communications, Inc., its general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA CABLEVISION CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA CABLEVISION OF BOCA
                         RATON, LLC

                         By:  Adelphia Cablevision Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary

<PAGE>


                         ADELPHIA CABLEVISION OF FONTANA, LLC

                         By: Clear Cablevision, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC

                         By: Clear Cablevision, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA CABLEVISION OF THE
                         KENNEBUNKS, LLC

                         By:  Olympus Communications, L.P., its sole member
                         By:  ACC Operations, Inc., its managing general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary

<PAGE>
                         ADELPHIA CABLEVISION, LLC

                         By:  ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA CABLEVISION OF NEW YORK, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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



                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary

<PAGE>


                         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



                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         ADELPHIA CABLEVISION OF ORANGE
                         COUNTY II, LLC

                         By:  Mickelson Media, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA CABLEVISION OF SAN
                         BERNARDINO, LLC

                         By:  Clear Cablevision, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary

<PAGE>

                         ADELPHIA CABLEVISION OF SANTA
                         ANA, LLC

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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA CABLEVISION OF SEAL
                         BEACH, LLC

                         By:  Manchester Cablevision, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA CABLEVISION OF SIMI
                         VALLEY, LLC

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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary

<PAGE>

                         ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC

                         By:  Century New Mexico Cable Television Corp., its
                              sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA CABLEVISION OF WEST PALM
                         BEACH IV, LLC

                         By:  Sentinel Communications of Muncie, Indiana, Inc.,
                              its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA CABLEVISION OF WEST PALM
                         BEACH V, LLC

                         By:  Huntington CATV, Inc., its sole member



                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         ADELPHIA CALIFORNIA CABLEVISION, LLC

                         By:  Olympus Communications, L.P., its sole member
                         By:  ACC Operations, Inc., its managing general partner


                         By: /s/ Erland E. Kailbourne
                             ----------------------------------------
                              Name:  Erland E. Kailbourne
                                     Title:  President



                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA CLEVELAND, LLC

                         By:  Adelphia of the Midwest, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         ADELPHIA COMMUNICATIONS CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary





                         ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC

                         By:  Adelphia Cablevision Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA COMMUNICATIONS OF
                         CALIFORNIA II, LLC

                         By:  Adelphia Cablevision Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         ADELPHIA COMMUNICATIONS OF CALIFORNIA III, 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, L.L.C., its general partner
                         By:  ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA COMMUNICATIONS
                         INTERNATIONAL, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA COMPANY OF WESTERN
                         CONNECTICUT


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA GENERAL HOLDINGS III, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         ADELPHIA GS CABLE, 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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA GP HOLDINGS, LLC

                         By:   ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary





                         ADELPHIA HARBOR CENTER HOLDINGS, LLC

                         By:   ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>


                         ADELPHIA HOLDINGS 2001, LLC

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



                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA INTERNATIONAL II, LLC

                         By:   ACC Operations, Inc., its member
                         By:   Adelphia Communications International, Inc., its
                               member



                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA INTERNATIONAL III, LLC

                         By:   ACC Operations, Inc., its member
                         By:   Adelphia Communications International, Inc., its
                               member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         ADELPHIA OF THE MIDWEST, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA MOBILE PHONES, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA PRESTIGE CABLEVISION,
                         LLC

                         By:   Century Cable Holdings, LLC, its sole member
                         By:   Century Cable Holding Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         ADELPHIA TELECOMMUNICATIONS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA TELECOMMUNICATIONS OF
                         FLORIDA, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         ADELPHIA WELLSVILLE, LLC

                         By:   ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         ADELPHIA WESTERN NEW YORK
                         HOLDINGS, LLC

                         By:   ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         ARAHOVA COMMUNICATIONS, INC.


                         By: /s/ Erland E. Kailbourne
                             ----------------------------------------
                              Name:  Erland E. Kailbourne
                              Title: President



                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         BADGER HOLDING CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         BETTER TV, INC. OF BENNINGTON


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         BLACKSBURG/SALEM CABLEVISION,
                         INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         BRAZAS COMMUNICATIONS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         BUENAVISION
                         TELECOMMUNICATIONS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CABLE SENTRY CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         CALIFORNIA AD SALES, 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



                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CCC-III, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CCC-INDIANA, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CCH INDIANA, L.P.

                         By:   CCC-Indiana, Inc., its general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         CDA CABLE, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         CENTURY ADVERTISING, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY ALABAMA CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         CENTURY ALABAMA HOLDING CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         CENTURY AUSTRALIA
                         COMMUNICATIONS CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary





                         CENTURY BERKSHIRE CABLE CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY CABLE HOLDINGS, LLC

                         By:   Century Cable Holding Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary





                         CENTURY CABLE HOLDING CORP.


                         By: /s/ Erland E. Kailbourne
                             ----------------------------------------
                              Name:  Erland E. Kailbourne
                              Title:   President


<PAGE>

                         CENTURY CABLE MANAGEMENT
                         CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY CABLE OF SOUTHERN
                         CALIFORNIA


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY CABLEVISION HOLDINGS,
                         LLC

                          By: Olympus Communications, L.P., its sole member
                          By: ACC Operations, Inc., its managing general
                              partner



                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY CAROLINA CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         CENTURY COLORADO SPRINGS CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY COLORADO SPRINGS PARTNERSHIP

                         By:   Paragon Cable Television Inc., a general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         CENTURY COMMUNICATIONS CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY CULLMAN CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>


                         CENTURY ENTERPRISE CABLE CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY EXCHANGE, LLC

                         By:   Century Cable Holding Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY FEDERAL, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY GRANITE CABLE
                         TELEVISION CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         CENTURY HUNTINGTON COMPANY


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY INDIANA CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         CENTURY ISLAND ASSOCIATES, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY ISLAND CABLE TELEVISION
                         CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         CENTURY INVESTMENT HOLDING
                         CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY INVESTORS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY KANSAS CABLE
                         TELEVISION CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY LYKENS CABLE CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




<PAGE>


                         CENTURY MENDOCINO CABLE
                         TELEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY MISSISSIPPI CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY MOUNTAIN CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY NEW MEXICO CABLE
                         TELEVISION CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         CENTURY NORWICH CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY OHIO CABLE TELEVISION
                         CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY OREGON CABLE CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY PACIFIC CABLE TV, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         CENTURY PROGRAMMING, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         CENTURY REALTY CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         CENTURY SHASTA CABLE TELEVISION CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         CENTURY SOUTHWEST COLORADO
                         CABLE TELEVISION CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         CENTURY-TCI CALIFORNIA
                         COMMUNICATIONS, L.P.

                          By: Century Exchange LLC, its general partner
                          By: Century Cable Holding Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         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


                         By: /s/ Erland E. Kailbourne
                             ----------------------------------------
                              Name:  Erland E. Kailbourne
                              Title: President



                         CENTURY-TCI HOLDINGS, LLC

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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY TRINIDAD CABLE
                         TELEVISION CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         CENTURY VIRGINIA CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         CENTURY VOICE AND DATA
                         COMMUNICATIONS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         CENTURY WARRICK CABLE CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY WASHINGTON CABLE
                         TELEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CENTURY WYOMING CABLE
                         TELEVISION CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>


                         CHELSEA COMMUNICATIONS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CHESTNUT STREET SERVICES, LLC

                         By:   ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CLEAR CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         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 sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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 sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         CORAL SECURITY, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         COWLITZ CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary





                         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

                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         E. & E. CABLE SERVICE, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC

                         By: Eastern Virginia Cablevision, L.P., its sole
                             member
                         By: TMC Holdings Corporation, its general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         EASTERN VIRGINIA CABLEVISION, L.P.

                         By:   TMC Holdings Corporation, its general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>


                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>


                         FAE CABLE MANAGEMENT CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         FOP INDIANA, L.P.

                         By: FrontierVision Cable New England, Inc., its
                             general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         FRONTIERVISION CABLE NEW
                         ENGLAND, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         FRONTIERVISION CAPITAL
                         CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         FRONTIERVISION HOLDINGS CAPITAL
                         CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         FRONTIERVISION HOLDINGS CAPITAL
                         II CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         FRONTIERVISION HOLDINGS, L.P.

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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By: /s/ Erland E. Kailbourne
                             ----------------------------------------
                              Name:  Erland E. Kailbourne
                              Title: President



                         <PAGE>



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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




<PAGE>


                         FT. MYERS ACQUISITION LIMITED
                         PARTNERSHIP

                         By: Olympus Communications, L.P., its general
                             partner
                         By: ACC Operations, Inc., its managing general
                             partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         GLOBAL CABLEVISION II, LLC

                         By: Olympus Communications, L.P., its sole member
                         By: ACC Operations, Inc., its managing partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         THE GOLF CLUB AT WENDING CREEK
                         FARMS, LLC

                         By:   ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         GRAFTON CABLE COMPANY


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         HARRON CABLEVISION OF NEW
                         HAMPSHIRE, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         HUNTINGTON CATV, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         IMPERIAL VALLEY CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         KALAMAZOO COUNTY CABLEVISION,
                         INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         KEY BISCAYNE CABLEVISION

                         By: Adelphia Cable Partners, L.P., 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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         KOOTENAI CABLE, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         LAKE CHAMPLAIN CABLE TELEVISION
                         CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         LEADERSHIP ACQUISITION LIMITED
                         PARTNERSHIP

                         By: Olympus Communications, L.P., its general
                             partner
                         By: ACC Operations, Inc., its managing general
                             partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         LOUISA CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>


                         MANCHESTER CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         MARTHA'S VINEYARD CABLEVISION,
                         L.P.

                         By: Century Cable Holdings, LLC, its general partner
                         By: Century Cable Holding Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         MERCURY COMMUNICATIONS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         MICKELSON MEDIA, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         MICKELSON MEDIA OF FLORIDA, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         MONUMENT COLORADO
                         CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         MOUNTAIN CABLE
                         COMMUNICATIONS CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         MOUNTAIN CABLE COMPANY, L.P.

                         By: Pericles Communications Corporation, its'
                             managing general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         MONTGOMERY CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         MT. LEBANON CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         MULTI-CHANNEL T.V. CABLE
                         COMPANY


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         NATIONAL CABLE ACQUISITION
                         ASSOCIATES, L.P.

                         By: Olympus Communications, L.P., its general
                             partner
                         By: ACC Operations, Inc., its managing general
                             partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         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


                         By: /s/ Erland E. Kailbourne
                             ----------------------------------------
                              Name:  Erland E. Kailbourne
                              Title: President





                         OLYMPUS CAPITAL CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         OLYMPUS COMMUNICATIONS
                         HOLDINGS, L.L.C.

                         By: Olympus Communications, L.P., its sole member
                         By: ACC Operations, Inc., its managing general
                             partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         OLYMPUS COMMUNICATIONS, L.P.

                         By: ACC Operations, Inc., its managing general
                             partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         OLYMPUS SUBSIDIARY, LLC

                         By: Olympus Communications, L.P., its sole member
                         By: ACC Operations, Inc., its managing general
                             partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         OWENSBORO-BRUNSWICK, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         OWENSBORO INDIANA, L.P.

                         By: Century Granite Cable Television Corp., its
                             general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         OWENSBORO ON THE AIR, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         PAGE TIME, INC


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         PARAGON CABLE TELEVISION INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         PARAGON CABLEVISION
                         CONSTRUCTION CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         PARAGON CABLEVISION
                         MANAGEMENT CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         PARNASSOS COMMUNICATIONS, L.P.

                         By: Adelphia Western New York Holdings, LLC, its
                             general partner
                         By: ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




<PAGE>


                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>


                         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


                         By: /s/ Erland E. Kailbourne
                             ----------------------------------------
                              Name:  Erland E. Kailbourne
                              Title:   President


<PAGE>


                         PERICLES COMMUNICATIONS
                         CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         PULLMAN TV CABLE CO., INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         RENTAVISION OF BRUNSWICK, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         RICHMOND CABLE TELEVISION
                         CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         RIGPAL COMMUNICATIONS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         SABRES, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         SCRANTON CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         SENTINEL COMMUNICATIONS
                         OF MUNCIE, INDIANA, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         SOUTHEAST FLORIDA CABLE, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         SOUTHWEST COLORADO CABLE, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         SOUTHWEST VIRGINIA CABLE, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         S/T CABLE CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         STAR CABLE INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         SVHH CABLE ACQUISITION, L.P.

                         By: SVHH Holdings, LLC, its general partner
                         By: ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         SVHH HOLDINGS, LLC

                         By:   ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>


                         TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE

                          By: Eastern Virginia Cablevision Holdings, LLC, its
                              managing general partner
                          By: Eastern Virginia Cablevision, L.P., its sole
                              member
                          By: TMC Holdings Corporation, its general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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



                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         TELESTAT ACQUISITION LIMITED
                         PARTNERSHIP

                         By: Olympus Communications, L.P., its general
                             partner
                         By: ACC Operations, Inc., its managing general
                             partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary





                         THE MAIN INTERNETWORKS, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         THE WESTOVER T.V. CABLE CO.,
                         INCORPORATED


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


<PAGE>

                         TMC HOLDINGS CORPORATION


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         TMC HOLDINGS, LLC

                         By: TMC Holdings Corporation, its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         TRI-STATES, L.L.C.

                         By: Century Cable Holdings, LLC, its sole member
                         By: Century Cable Holding Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         UCA LLC

                         By:   ACC Operations, Inc., its sole member


                         By: /s/ Erland E. Kailbourne
                             ----------------------------------------
                              Name:  Erland E. Kailbourne
                              Title: President



<PAGE>

                         U.S. TELE-MEDIA INVESTMENT
                         COMPANY


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         UPPER ST. CLAIR CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary


                         VALLEY VIDEO, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         VAN BUREN COUNTY CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         WARRICK CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>

                         WARRICK INDIANA, L.P.

                         By:   CCC-III, Inc., its general partner


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         WELLSVILLE CABLEVISION, L.L.C.

                         By: Century Cable Holdings, LLC, its sole member
                         By: Century Cable Holding Corp., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         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


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



<PAGE>


                         WESTERN NY CABLEVISION, L.P.

                          By: Adelphia Western New York Holdings, LLC, its
                              general partner
                          By: ACC Operations, Inc., its sole member


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




<PAGE>


                         WESTVIEW SECURITY, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         WILDERNESS CABLE COMPANY


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




                         YOUNG'S CABLE TV CORP.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary



                         YUMA CABLEVISION, INC.


                         By:  /s/ Randall D. Fisher
                             ----------------------------------------
                              Name:  Randall D. Fisher
                              Title: Vice President and Secretary




<PAGE>


                         CITICORP USA, INC., as Collateral Agent



                         By: /s/ Michael M. Schadt
                             ----------------------------------------
                              Title:  Vice President