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Exhibit 10.1  


 
 

AMENDMENT NO. 1 AND WAIVER TO THIRD AMENDED AND
  RESTATED CREDIT AND GUARANTY AGREEMENT    
    


        AMENDMENT NO. 1 AND WAIVER, dated as of April 8, 2005 (this
"Amendment") to the Third Amended and Restated Credit and Guaranty Agreement dated as of February 25, 2005 (as in effect immediately prior to the
effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC,  CENTURY CABLE HOLDINGS,
LLC, CENTURY-TCI CALIFORNIA,
L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P.,  FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC.,  ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION,
LLC, as Borrowers, the
Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL
MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL
MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral
Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA,
N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents. 


W I T N E S S E T H:  


        WHEREAS, the parties hereto desire to waive and amend certain provisions of the DIP Credit Agreement as set forth herein. 



        NOW,
THEREFORE, the parties hereto agree as follows: 


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


        Section 2.  Waiver. Each DIP Lender hereby waives any Default or Event of Default arising under Section 7.01(c) (in
connection with a breach of Section 6.05(a) or Section 6.05(b) of the DIP Credit Agreement), Section 6.05(a) or Section 6.05(b) of the DIP
Credit Agreement, solely to the extent that any such Default or Event of Default arises out of the Loan Parties having recorded (whether prior to the date hereof or hereafter) a non-cash
charge in an aggregate amount of up to $450,000,000 in connection with a potential settlement of certain asserted or potential claims by certain departments or agencies of the United States Government
against certain of the Loan Parties, which amount shall include any related costs and expenses incurred by the Loan Parties in connection therewith. 


        Section 3.
Amendment of Certain Definitions. (a) The definition of "EBITDA" set forth in Section 1.01 of the DIP
Credit Agreement is hereby amended by amending and restating clause (E) thereof in its entirety to read as follows: 



        "(E) any
extraordinary non-cash charges for such period, including, without limitation, and notwithstanding any terms of GAAP to the contrary, (1) any such
extraordinary non-cash charge for such period arising from the write-off of any deferred financing costs relating to the financing arrangements of the Loan Parties entered into
prior to the Petition Date and/or (2) any such extraordinary non-cash charge for such period arising from the Loan Parties having recorded in such period a non-cash
charge in an aggregate amount of up to $450,000,000 in connection with a potential settlement of certain asserted or potential claims by certain departments or agencies of the United States Government
against certain of the Loan Parties (which amount shall include any related costs and expenses incurred by the Loan Parties in connection therewith), and minus". 








 

        (b)   The
definition of "EBITDAR" set forth in Section 1.01 of the DIP Credit Agreement is hereby amended by amending and restating clause (F) thereof in its
entirety to read as follows: 



        "(F) any
extraordinary non-cash charges for such period, including, without limitation, and notwithstanding any terms of GAAP to the contrary, (1) any such
extraordinary non-cash charge for such period arising from the write-off of any deferred financing costs relating to the financing arrangements of the Loan Parties entered into
prior to the Petition Date and/or (2) any such extraordinary non-cash charge for such period arising from the Loan Parties having recorded in such period a non-cash
charge in an aggregate amount of up to $450,000,000 in connection with a potential settlement of certain asserted or
potential claims by certain departments or agencies of the United States Government against certain of the Loan Parties (which amount shall include any related costs and expenses incurred by the Loan
Parties in connection therewith), and minus". 




        Section 4.
Limitation Acknowledgment. The Loan Parties expressly acknowledge and agree that the amendments and waivers contained in
this Amendment (a) relate solely to the extraordinary non-cash charges (including any related costs and expenses) that have been or will be recorded by the Loan Parties in
connection with the settlement of the asserted or potential claims by certain departments or agencies of the United States Government against certain of the Loan Parties and (b) shall not
diminish or otherwise modify or amend any rights the Agents and/or the DIP Lenders may have in connection with the effectiveness of the actual settlement of any such claims and the implementation of
the terms ultimately agreed to in connection therewith, all of which rights are hereby expressly preserved on the terms and conditions set forth in the DIP Credit Agreement and the other Loan
Documents. 


        Section 5.  GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE. 


        Section 6.
Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as of the date hereof when the Administrative Agent shall
have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders. This Amendment shall be deemed effective in the case of any party as to which an executed
counterpart shall not have been received, if the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such
party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding on all parties
hereto. 


2








 

        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. 



	

 	
 	

JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender
	

 	
 	

By:	
 	

/s/  WILLIAM A. AUSTIN      
 Name: William A. Austin

Title: Vice President
	

 	
 	

CITICORP NORTH AMERICA, INC.
	

 	
 	

By:	
 	

/s/  MICHAEL M. SCHADT      
 Name: Michael M. Schadt

Title: Authorized Signature
	

 	
 	

WACHOVIA BANK, N.A.
	

 	
 	

By:	
 	

/s/  HELEN F. WESSLING      
 Name: Helen F. Wessling

Title: Managing Director
	

 	
 	

THE BANK OF NOVA SCOTIA
	

 	
 	

By:	
 	

/s/  STEPHEN C. LEVI      
 Name: Stephen C. Levi

Title: Director
	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

By:	
 	

/s/  WILLIAM E. LIVINGSTONE IV      
 Name: William E. Livingstone IV

Title: Senior Vice President
	

 	
 	

GENERAL ELECTRIC CAPITAL CORPORATION
	

 	
 	

By:	
 	

/s/  CHRISTOPHER COX      
 Name: Christopher Cox

Title: Duly Authorized Signatory
	 	 	 	 	 





3







 

	

 	
 	

CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
	

 	
 	

By:	
 	

/s/  MICHAEL A. CRISCITO      
 Name: Michael A. Criscito

Title: Managing Director
	

 	
 	

By:	
 	

/s/  SHARON M. MEADOWS      
 Name: Sharon Meadows

Title: Managing Director
	

 	
 	

DEUTSCHE BANK AG NEW YORK BRANCH
	

 	
 	

By:	
 	

/s/  ANCA TRIFAN      
 Name: Anca Trifan

Title: Director
	

 	
 	

By:	
 	

/s/  GREGORY SHEFRIN      
 Name: Gregory Shefrin

Title: Director
	

 	
 	

THE FOOTHILL GROUP, INC.
	

 	
 	

By:	
 	

/s/  SEAN DIXON      
 Name: Sean Dixon

Title: Vice President
	

 	
 	

CALYON NEW YORK BRANCH
	

 	
 	

By:	
 	

/s/  ANNE SHEAN      
 Name: Anne Shean

Title: Director
	

 	
 	

By:	
 	

/s/  JOHN MCCLOSKEY      
 Name: John McCloskey

Title: Director
	

 	
 	

BANK OF MONTREAL
	

 	
 	

By:	
 	

 Name:

Title:
	 	 	 	 	 



4







 

	

 	
 	

BAYERISCHE HYPO- und VEREINSBANK AG, NEW YORK BRANCH
	

 	
 	

By:	
 	

 Name:

Title:
	

 	
 	

By:	
 	

 Name:

Title:
	

 	
 	

CIT LENDING SERVICES CORPORATION
	

 	
 	

By:	
 	

/s/  MICHAEL V. MONAHAN      
 Name: Michael V. Monahan

Title: Vice President
	

 	
 	

NAME OF LENDER: CANADIAN IMPERIAL BANK OF COMMERCE
	

 	
 	

By:	
 	

/s/  JOHN O'DOWD      
 Name: John O'Dowd

Title: Executive Director
	

 	
 	

By:	
 	

/s/  CHARLES HENRY      
 Name: Charles Henry

Title: Authorized Signatory
	

 	
 	

NAME OF LENDER: CLASSIC CAYMAN B.D. LIMITED
	

 	
 	

By:	
 	

/s/  JANET WOLFF      
 Name: Janet Wolff

Title: Authorized Signatory
	

 	
 	

By:	
 	

/s/  JOHN FITZGERALD      
 Name: John Fitzgerald

Title: Authorized Signatory
	

 	
 	

NAME OF LENDER: COOKSMILL
	

 	
 	

By:	
 	

/s/  JOHN R.M. CAMPBELL      
 Name: John R.M. Campbell

Title: Authorized Signatory
	 	 	 	 	 





5







 

	

 	
 	

DIAMOND SPRINGS TRADING LLC
	

 	
 	

By:	
 	

/s/  MEREDITH J. KOSLICK      
 Name: Meredith J. Koslick

Title: Assistant Vice President
	

 	
 	

NAME OF LENDER: FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND
	

 	
 	

By:	
 	

/s/  JOHN H. COSTELLO      
 Name: John H. Costello

Title: Assistant Treasurer
	

 	
 	

NAME OF LENDER: FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO
	

 	
 	

By:	
 	

/s/  JOHN H. COSTELLO      
 Name: John H. Costello

Title: Assistant Treasurer
	

 	
 	

NAME OF LENDER: FOOTHILL INCOME TRUST, L.P.
	

 	
 	

By:	
 	

FIT GP, LLC, Its Gen Partner
	

 	
 	

By:	
 	

/s/  SEAN DIXON      
 Name: Sean Dixon

Title: Managing Member
	

 	
 	

NAME OF LENDER: HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY
	

 	
 	

By:	
 	

Highland Capital Management, L.P.,

Its Investment Advisor
	

 	
 	

By:	
 	

/s/  TODD A. TRAVERS      
 Name: Todd A. Travers

Title: Assistant Secretary

Highland Capital Management, L.P.
	 	 	 	 	 



6







 

	

 	
 	

LONG LANE MASTER TRUST IV
	

 	
 	

By:	
 	

/s/  ANN E. MORRIS      
 Name: Ann E. Morris

Title: Authorized Agent
	

 	
 	

NAME OF LENDER: PROTECTIVE LIFE INSURANCE COMPANY
	

 	
 	

By:	
 	

/s/  DIANE S. GRISWOLD      
 Name: Diane S. Griswold

Title: AVP
	

 	
 	

NAME OF LENDER: SENIOR DEBT PORTFOLIO
	

 	
 	

By:	
 	

Boston Management and Research

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: EATON VANCE SENIOR INCOME TRUST
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	 	 	 	 	 





7







 

	

 	
 	

NAME OF LENDER: EATON VANCE CDO III, LTD.
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: COSTANTINUS EATON VANCE CDO V, LTD.
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: EATON VANCE CDO VI LTD.
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: GRAYSON & CO
	

 	
 	

By:	
 	

Boston Management and Research

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	 	 	 	 	 



8







 

	

 	
 	

NAME OF LENDER: EATON VANCE VT FLOATING-RATE INCOME FUND
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: EATON VANCE LIMITED DURATION INCOME FUND
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: TOLLI & CO.
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: EATON VANCE SENIOR FLOATING-RATE TRUST
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	 	 	 	 	 





9







 

	

 	
 	

NAME OF LENDER: EATON VANCE FLOATING-RATE INCOME TRUST
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND
	

 	
 	

By:	
 	

Eaton Vance Management

as Investment Advisor
	

 	
 	

By:	
 	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President
	

 	
 	

NAME OF LENDER: SPLRET IV LOAN TRUST 2003-B
	

 	
 	

By:	
 	

Wilmington Trust Company

not in its individual capacity but solely as trustee
	

 	
 	

By:	
 	

/s/  RACHEL L. SIMPSON      
 Name: Rachel L. Simpson

Title: Financial Services Officer
	

 	
 	

NAME OF LENDER: THE TRAVELERS INSURANCE COMPANY
	

 	
 	

By:	
 	

/s/  WILLIAM M. GARDNER      
 Name: William M. Gardner

Title: Investment Officer
	

 	
 	

LOAN PARTIES:
	

 	
 	

ACC CABLE COMMUNICATIONS FL-VA, LLC
	

 	
 	

By:	
 	

ACC Cable Holdings VA, Inc., its sole member
	 	 	 	 	 



10







 

	

 	
 	

ACC CABLE HOLDINGS VA, INC.
	

 	
 	

ACC HOLDINGS II, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ACC INVESTMENT HOLDINGS, INC.
	

 	
 	

ACC OPERATIONS, INC.
	

 	
 	

ACC TELECOMMUNICATIONS HOLDINGS LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ACC TELECOMMUNICATIONS LLC
	

 	
 	

By:	
 	

ACC Telecommunications Holdings LLC, its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ACC TELECOMMUNICATIONS OF VIRGINIA LLC
	

 	
 	

By:	
 	

ACC Telecommunications Holdings LLC, its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ACC-AMN HOLDINGS LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ADELPHIA ACQUISITION SUBSIDIARY, INC.
	

 	
 	

ADELPHIA ARIZONA, INC.
	

 	
 	

ADELPHIA BLAIRSVILLE, LLC
	

 	
 	

By:	
 	

Century Communications Corp., its sole member
	 	 	 	 	 





11







 

	

 	
 	

ADELPHIA CABLE PARTNERS, L.P.
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its Managing General Partner
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

ADELPHIA CABLEVISION ASSOCIATES, L.P.
	

 	
 	

By:	
 	

Chelsea Communications, Inc., its general partner
	

 	
 	

ADELPHIA CABLEVISION CORP.
	

 	
 	

ADELPHIA CABLEVISION OF BOCA RATON, LLC
	

 	
 	

By:	
 	

Adelphia Cablevision Corp., its sole member
	

 	
 	

ADELPHIA CABLEVISION OF FONTANA LLC
	

 	
 	

By:	
 	

Clear Cablevision, Inc., its sole member
	

 	
 	

ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC
	

 	
 	

By:	
 	

Clear Cablevision, Inc., its sole member
	

 	
 	

ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

ADELPHIA CABLEVISION, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ADELPHIA CABLEVISION OF NEW YORK, INC.
	 	 	 	 	 



12







 

	

 	
 	

ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC
	

 	
 	

By:	
 	

Ft. Myers Cablevision, LLC, its sole member
	

 	
 	

By:	
 	

Ft. Myers Acquisition Limited Partnership, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC
	

 	
 	

By:	
 	

Ft. Myers Cablevision, LLC, its sole member
	

 	
 	

By:	
 	

Ft. Myers Acquisition Limited Partnership, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC
	

 	
 	

By:	
 	

Mickelson Media, Inc., its sole member
	

 	
 	

ADELPHIA CABLEVISION OF SAN BERNADINO, LLC
	

 	
 	

By:	
 	

Clear Cablevision, Inc., its sole member
	

 	
 	

ADELPHIA CABLEVISION OF SANTA ANA, LLC
	

 	
 	

By:	
 	

UCA, LLC, its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ADELPHIA CABLEVISION OF SEAL BEACH, LLC
	

 	
 	

By:	
 	

Manchester Cablevision, Inc., its sole member
	 	 	 	 	 





13







 

	

 	
 	

ADELPHIA CABLEVISION OF SIMI VALLEY, LLC
	

 	
 	

By:	
 	

UCA, LLC, its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC
	

 	
 	

By:	
 	

Century New Mexico Cable Television Corp., its sole member
	

 	
 	

ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC
	

 	
 	

By:	
 	

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

 	
 	

ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC
	

 	
 	

By:	
 	

Huntington CATV, Inc., its sole member
	

 	
 	

ADELPHIA CALIFORNIA CABLEVISION, LLC
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

ADELPHIA CENTRAL PENNSYLVANIA, LLC
	

 	
 	

By:	
 	

National Cable Acquisition Associates, L.P., its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general Partner
	

 	
 	

ADELPHIA CLEVELAND, LLC
	

 	
 	

By:	
 	

Adelphia of the Midwest, Inc., its sole member
	

 	
 	

ADELPHIA COMMUNICATIONS CORPORATION
	 	 	 	 	 



14







 

	

 	
 	

ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC
	

 	
 	

By:	
 	

Adelphia Cablevision Corp., its sole member
	

 	
 	

ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC
	

 	
 	

By:	
 	

Adelphia Cablevision Corp., its sole member
	

 	
 	

ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC
	

 	
 	

By:	
 	

FrontierVision, its sole member
	

 	
 	

By:	
 	

FrontierVision Holdings, L.P., its general partner
	

 	
 	

By:	
 	

FrontierVision Partners, L.P., its general partner
	

 	
 	

By:	
 	

Adelphia GP Holdings, L.L.C., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.
	

 	
 	

ADELPHIA COMPANY OF WESTERN CONNECTICUT
	

 	
 	

ADELPHIA GENERAL HOLDINGS III, INC.
	

 	
 	

ADELPHIA GS CABLE, LLC
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., it sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ADELPHIA GP HOLDINGS, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	 	 	 	 	 





15







 

	

 	
 	

ADELPHIA HARBOR CENTER HOLDINGS, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ADELPHIA HOLDINGS 2001, LLC
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., it sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing partner
	

 	
 	

ADELPHIA INTERNATIONAL II, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its member
	

 	
 	

By:	
 	

Adelphia Communications International, Inc., its member
	

 	
 	

ADELPHIA INTERNATIONAL III LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its member
	

 	
 	

By:	
 	

Adelphia Communications International, Inc., its member
	

 	
 	

ADELPHIA OF THE MIDWEST, INC.
	

 	
 	

ADELPHIA MOBILE PHONES
	

 	
 	

ADELPHIA PINELLAS COUNTY, LLC
	

 	
 	

By:	
 	

Ft. Myers Cablevision, L.L.C., its sole member
	

 	
 	

By:	
 	

Ft. Myers Acquisition Limited Partnership, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

ADELPHIA PRESTIGE CABLEVISION, LLC
	

 	
 	

By:	
 	

Century Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Century Cable Holding Corp., its sole member
	

 	
 	

ADELPHIA TELECOMMUNICATIONS, INC.
	 	 	 	 	 



16







 


	

 	
 	

ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC.
	

 	
 	

ADELPHIA WELLSVILLE, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ADELPHIA WESTERN NEW YORK HOLDINGS, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

ARAHOVA COMMUNICATIONS, INC.
	

 	
 	

ARAHOVA HOLDINGS, LLC
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

BADGER HOLDING CORPORATION
	

 	
 	

BETTER TV, INC. OF BENNINGTON
	

 	
 	

BLACKSBURG/SALEM CABLEVISION, INC.
	

 	
 	

BRAZAS COMMUNICATIONS, INC.
	

 	
 	

BUENAVISION TELECOMMUNICATIONS, INC.
	

 	
 	

CABLE SENRY CORPORATION
	 	 	 	 	 





17







 

	

 	
 	

CALIFORNIA AD SALES, LLC
	

 	
 	

By:	
 	

Ft. Myers Cablevision, L.L.C., its sole member
	

 	
 	

By:	
 	

Ft. Myers Acquisition Limited Partnership, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

CCC-III, INC.
	

 	
 	

CCC-INDIANA, INC.
	

 	
 	

CCH INDIANA, L.P.
	

 	
 	

By:	
 	

CCC-Indiana, its general partner
	

 	
 	

CDA CABLE, INC.
	

 	
 	

CENTURY ADVERTISING, INC.
	

 	
 	

CENTURY ALABAMA CORP
	

 	
 	

CENTURY ALABAMA HOLDING CORP.
	

 	
 	

CENTURY AUSTRALIA COMMUNICATIONS CORP.
	

 	
 	

CENTURY BERKSHIRE CABLE CORP.
	

 	
 	

CENTURY CABLE HOLDINGS, LLC
	

 	
 	

By:	
 	

Century Cable Holding Corp., its sole member
	

 	
 	

CENTURY CABLE HOLDING CORP.
	

 	
 	

CENTURY CABLE MANAGEMENT CORPORATION
	

 	
 	

CENTURY CABLE OF SOUTHERN CALIFORNIA
	 	 	 	 	 



18







 

	

 	
 	

CENTURY CABLEVISION HOLDINGS, LLC
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

CENTURY CAROLINA CORP.
	

 	
 	

CENTURY COLORADO SPRINGS CORP.
	

 	
 	

CENTURY COLORADO SPRINGS PARTNERSHIP
	

 	
 	

By:	
 	

Paragon Cable Television Inc., a general partner
	

 	
 	

CENTURY COMMUNICATIONS CORP.
	

 	
 	

CENTURY CULLMAN CORP.
	

 	
 	

CENTURY ENTERPRISE CABLE CORP.
	

 	
 	

CENTURY EXCHANGE, LLC
	

 	
 	

By:	
 	

Century Cable Holding Corp., its sole member
	

 	
 	

CENTURY FEDERAL, INC.
	

 	
 	

CENTURY GRANITE CABLE TELEVISION CORP.
	

 	
 	

CENTURY HUNTINGTON COMPANY
	

 	
 	

CENTURY INDIANA CORP.
	

 	
 	

CENTURY ISLAND ASSOCIATES, INC.
	

 	
 	

CENTURY ISLAND CABLE TELEVISION CORP.
	

 	
 	

CENTURY INVESTMENT HOLDING CORP.
	

 	
 	

CENTURY INVESTORS, INC.
	

 	
 	

CENTURY KANSAS CABLE TELEVISION CORP.
	

 	
 	

CENTURY LYKENS CABLE CORP.
	 	 	 	 	 





19







 

	

 	
 	

CENTURY MENDOCINO CABLE TELEVISION, INC.
	

 	
 	

CENTURY MISSISSIPPI CORP.
	

 	
 	

CENTURY MOUNTAIN CORP.
	

 	
 	

CENTURY NEW MEXICO CABLE TELEVISION CORP.
	

 	
 	

CENTURY NORWICH CORP.
	

 	
 	

CENTURY OHIO CABLE TELEVISION CORP.
	

 	
 	

CENTURY OREGON CABLE CORP.
	

 	
 	

CENTURY PACIFIC CABLE TV, INC.
	

 	
 	

CENTURY PROGRAMMING, INC.
	

 	
 	

CENTURY REALTY CORP.
	

 	
 	

CENTURY SHASTA CABLE TELEVISION CORP.
	

 	
 	

CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP.
	

 	
 	

CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.
	

 	
 	

By:	
 	

Century Exchange LLC, its general partner
	

 	
 	

By:	
 	

Century Cable Holding Corp., its sole member
	

 	
 	

CENTURY-TCI CALIFORNIA, L.P.
	

 	
 	

By: Century-TCI California Communications, L.P., its general partner
	

 	
 	

By:	
 	

Century Exchange LLC, its general partner
	

 	
 	

By:	
 	

Century Cable Holding Corp., its sole member
	 	 	 	 	 



20







 

	

 	
 	

CENTURY-TCI HOLDINGS, LLC
	

 	
 	

By:	
 	

Century-TCI California Communications, L.P., its general partner
	

 	
 	

By:	
 	

Century Exchange LLC, its general partner
	

 	
 	

By:	
 	

Century Cable Holding Corp., its sole member
	

 	
 	

CENTURY TRINIDAD CABLE TELEVISION CORP.
	

 	
 	

CENTURY VIRGINIA CORP.
	

 	
 	

CENTURY VOICE AND DATA COMMUNICATIONS, INC.
	

 	
 	

CENTURY WARRICK CABLE CORP.
	

 	
 	

CENTURY WASHINGTON CABLE TELEVISION, INC.
	

 	
 	

CENTURY WYOMING CABLE TELEVISION CORP.
	

 	
 	

CHELSEA COMMUNICATIONS, INC.
	

 	
 	

CHELSEA COMMUNICATIONS, LLC
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

CHESTNUT STREET SERVICES, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

CLEAR CABLEVISION, INC.
	 	 	 	 	 





21







 

	

 	
 	

CMA CABLEVISION ASSOCIATES VII, L.P.
	

 	
 	

By:	
 	

Tele-Media Company of Tri-States, L.P., its general partner
	

 	
 	

By:	
 	

Tri-States, L.L.C., its general partner
	

 	
 	

By:	
 	

Century Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Century Cable Holding Corp., its managing general partner
	

 	
 	

CMA CABLEVISION ASSOCIATES XI, LIMITED PARTNERSHIP
	

 	
 	

By:	
 	

Tele-Media Company of Tri-States, L.P., its general partner
	

 	
 	

By:	
 	

Tri-States, L.L.C., its general partner
	

 	
 	

By:	
 	

Century Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Century Cable Holding Corp., its managing general partner
	

 	
 	

CORAL SECURITY, INC.
	

 	
 	

COWLITZ CABLEVISION, INC.
	

 	
 	

CP-MDU I LLC
	

 	
 	

By:	
 	

Adelphia California Cablevision, L.L.C., its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

CP-MDU II LLC
	

 	
 	

By:	
 	

Adelphia California Cablevision, L.L.C., its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	 	 	 	 	 




22







 

	

 	
 	

E.& E. CABLE SERVICE, INC.
	

 	
 	

EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC
	

 	
 	

By:	
 	

Eastern Virginia Cablevision, L.P., its sole member
	

 	
 	

By:	
 	

TMC Holdings Corporation, its general partner
	

 	
 	

EASTERN VIRGINIA CABLEVISION, L.P.
	

 	
 	

By:	
 	

TMC Holdings Corporation, its general partner
	

 	
 	

EMPIRE SPORTS NETWORK, L.P.
	

 	
 	

By:	
 	

Parnassos Communications, L.P., its general partner
	

 	
 	

By:	
 	

Adelphia Western New York Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

FAE CABLE MANAGEMENT CORP.
	

 	
 	

FOP INDIANA, L.P.
	

 	
 	

By:	
 	

FrontierVision Cable New England, Inc., its general partner
	

 	
 	

FRONTIERVISION ACCESS PARTNERS, LLC
	

 	
 	

By:	
 	

FrontierVision Operating Partners, L.P., its sole member
	

 	
 	

By:	
 	

FrontierVision Holdings, L.P., its general partner
	

 	
 	

By:	
 	

FrontierVision Partners, L.P., its general partner
	

 	
 	

By:	
 	

Adelphia GP Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

FRONTIERVISION CABLE NEW ENGLAND, INC.
	

 	
 	

FRONTIERVISION CAPITAL CORPORATION
	 	 	 	 	 





23







 

	

 	
 	

FRONTIERVISION HOLDINGS CAPITAL CORPORATION
	

 	
 	

FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
	

 	
 	

FRONTIERVISION HOLDINGS L.L.C.
	

 	
 	

By:	
 	

FrontierVision Partners, L.P., its sole member
	

 	
 	

By:	
 	

Adelphia GP Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

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
	

 	
 	

FRONTIERVISION OPERATING PARTNERS L.L.C.
	

 	
 	

By:	
 	

FrontierVision Holdings, L.P., its sole member
	

 	
 	

By:	
 	

FrontierVision Partners, L.P., its general partner
	

 	
 	

By:	
 	

Adelphia GP Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

FRONTIERVISION OPERATING PARTNERS L.P.
	

 	
 	

By:	
 	

FrontierVision Holdings, L.P., its general partner
	

 	
 	

By:	
 	

FrontierVision Partners, L.P., its general partner
	

 	
 	

By:	
 	

Adelphia GP Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	 	 	 	 	 



24







 

	

 	
 	

FRONTIERVISION PARTNERS L.P.
	

 	
 	

By:	
 	

Adelphia GP Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

FT. MYERS ACQUISITION LIMITED PARTNERSHIP
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

FT. MYERS CABLEVISION, LLC
	

 	
 	

By:	
 	

Ft. Myers Acquisition Limited Partnership, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

GENESIS CABLE COMMUNICATIONS SUBSIDIARY, L.L.C.
	

 	
 	

By:	
 	

ACC Cable Communications FL-VA, LLC, its sole member
	

 	
 	

By:	
 	

ACC Cable Holdings VA, Inc., its sole member
	

 	
 	

GLOBAL ACQUISITION PARTNERS, L.P.
	

 	
 	

By:	
 	

Global Cablevision II, LLC, its general partner
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

GLOBAL CABLEVISION II, LLC
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing partner
	 	 	 	 	 





25







 

	

 	
 	

THE GOLF CLUB AT WENDING CREEK FARMS, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

GRAFTON CABLE COMPANY
	

 	
 	

GS CABLE LLC
	

 	
 	

By:	
 	

Adelphia GS Cable, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

GS TELECOMMUNICATIONS LLC
	

 	
 	

By:	
 	

GS Cable, LLC, its sole member
	

 	
 	

By:	
 	

Adelphia GS Cable, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

HARRON CABLEVISION OF NEW HAMPSHIRE, INC.
	

 	
 	

HUNTINGTON CATV, INC.
	

 	
 	

IMPERIAL VALLEY CABLEVISION, INC.
	

 	
 	

KALAMAZOO COUNTY CABLEVISION, INC.
	 	 	 	 	 



26







 

	

 	
 	

KEY BISCAYNE CABLEVISION
	

 	
 	

By:	
 	

Adelphia Cable Partners, LP, a general partner
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its managing general partner
	

 	
 	

By	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

KOOTENAI CABLE, INC.
	

 	
 	

LAKE CHAMPLAIN CABLE TELEVISION CORPORATION
	

 	
 	

LEADERSHIP ACQUISITION LIMITED PARTNERSHIP
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

LOUISA CABLEVISION, INC.
	

 	
 	

MANCHESTER CABLEVISION, INC
	

 	
 	

MARTHA'S VINEYARD CABLEVISION, L.P.
	

 	
 	

By:	
 	

Century Cable Holdings, LLC, its general partner
	

 	
 	

By:	
 	

Century Cable Holding Corp., its sole member
	

 	
 	

MERCURY COMMUNICATIONS, INC.
	

 	
 	

MICKELSON MEDIA, INC.
	

 	
 	

MICKELSON MEDIA OF FLORIDA, INC.
	

 	
 	

MONUMENT COLORADO CABLEVISION, INC.
	

 	
 	

MOUNTAIN CABLE COMMUNICATIONS CORPORATION
	 	 	 	 	 





27







 

	

 	
 	

MOUNTAIN CABLE COMPANY, L.P.
	

 	
 	

By:	
 	

Pericles Communications Corporation, its managing general partner
	

 	
 	

MONTGOMERY CABLEVISION, INC.
	

 	
 	

MT. LEBANON CABLEVISION, INC.
	

 	
 	

MULTI-CHANNEL T.V. CABLE COMPANY
	

 	
 	

NATIONAL CABLE ACQUISITION ASSOCIATES, L.P.
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

OLYMPUS CABLE HOLDINGS, LLC
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

OLYMPUS CAPITAL CORPORATION
	

 	
 	

OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C.
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

OLYMPUS COMMUNICATIONS, L.P.
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	 	 	 	 	 



28







 

	

 	
 	

OLYMPUS SUBSIDIARY, LLC
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

OWENSBORO-BRUNSWICK, INC.
	

 	
 	

OWENSBORO INDIANA, L.P.
	

 	
 	

By:	
 	

Century Granite Cable Television Corp., its general partner
	

 	
 	

OWENSBORO ON THE AIR, INC.
	

 	
 	

PAGE TIME, INC.
	

 	
 	

PARAGON CABLE TELEVISION INC.
	

 	
 	

PARAGON CABLEVISION CONSTRUCTION CORPORATION
	

 	
 	

PARAGON CABLEVISION MANAGEMENT CORPORATION
	

 	
 	

PARNASSOS COMMUNICATIONS, L.P.
	

 	
 	

By:	
 	

Adelphia Western New York Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

PARNASSOS HOLDINGS, LLC
	

 	
 	

By:	
 	

Parnassos Communications, L.P., its sole member
	

 	
 	

By:	
 	

Adelphia Western New York Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	 	 	 	 	 





29







 

	

 	
 	

PARNASSOS, L.P.
	

 	
 	

By:	
 	

Parnassos Communications, L.P., its general partner
	

 	
 	

By:	
 	

Adelphia Western New York Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

PERICLES COMMUNICATIONS CORPORATION
	

 	
 	

PULLMAN TV CABLE CO., INC.
	

 	
 	

RENTAVISION OF BRUNSWICK, INC.
	

 	
 	

RICHMOND CABLE TELEVISION CORPORATION
	

 	
 	

RIGPAL COMMUNICATIONS, INC.
	

 	
 	

ROBINSON/PLUM CABLEVISION
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its general partner
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

SABRES, INC.
	

 	
 	

SCRANTON CABLEVISION, INC.
	

 	
 	

SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.
	

 	
 	

SOUTHEAST FLORIDA CABLE, INC.
	

 	
 	

SOUTHWEST COLORADO CABLE, INC.
	

 	
 	

SOUTHWEST VIRGINIA CABLE, INC.
	

 	
 	

S/T CABLE CORPORATION
	

 	
 	

STAR CABLE INC.
	 	 	 	 	 



30







 

	

 	
 	

STARPOINT, LIMITED PARTNERSHIP
	

 	
 	

By:	
 	

West Boca Acquisition Limited Partnership, its general partner
	

 	
 	

By:	
 	

Adelphia Cable Partners, L.P., its general partner
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its managing general partner
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

SVHH CABLE ACQUISITION, L.P.
	

 	
 	

By:	
 	

SVhh Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

SVHH HOLDINGS, LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE
	

 	
 	

By:	
 	

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
	

 	
 	

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
	 	 	 	 	 





31







 

	

 	
 	

TELE-MEDIA INVESTMENT PARTNERSHIP, L.P.
	

 	
 	

By:	
 	

National Cable Acquisition Associates, L.P., a general partner
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

TELESAT ACQUISITION, LLC
	

 	
 	

By:	
 	

Arahova Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

TELESTAT ACQUISITION LIMITED PARTNERSHIP
	

 	
 	

By:	
 	

Olympus Communications, L.P., its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

THE MAIN INTERNETWORKS, INC.
	

 	
 	

THE WESTOVER T.V. CABLE CO., INCORPORATED
	 	 	 	 	 



32







 

	

 	
 	

THREE RIVERS CABLE ASSOCIATES, L.P.
	

 	
 	

By:	
 	

Chelsea Communications, LLC, a general partner
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

And By: Mt. Lebanon Cablevision, Inc., a general partner
	

 	
 	

TIMOTHEOS COMMUNICATIONS, L.P.
	

 	
 	

By:	
 	

Olympus Communications Holdings, L.L.C., its general partner
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

TMC HOLDINGS CORPORATION
	

 	
 	

TMC HOLDINGS, LLC
	

 	
 	

TRI-STATES, L.L.C.
	

 	
 	

By:	
 	

Century Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Century Cable Holding Corp., its sole member
	

 	
 	

UCA LLC
	

 	
 	

By:	
 	

ACC Operations, Inc., its sole member
	

 	
 	

U.S. TELE-MEDIA INVESTMENT COMPANY
	

 	
 	

UPPER ST. CLAIR CABLEVISION, INC.
	

 	
 	

VALLEY VIDEO, INC.
	

 	
 	

VAN BUREN COUNTY CABLEVISION, INC.
	 	 	 	 	 





33







 

	

 	
 	

WARRICK CABLEVISION, INC.
	

 	
 	

WARRICK INDIANA, L.P.
	

 	
 	

By:	
 	

CCC-III, Inc., its general partner
	

 	
 	

WELLSVILLE CABLEVISION, L.L.C.
	

 	
 	

By:	
 	

Century Cable Holdings, LLC, its sole member
	

 	
 	

By:	
 	

Century Cable Holding Corp., its sole member
	

 	
 	

WEST BOCA ACQUISITION LIMITED PARTNERSHIP
	

 	
 	

By:	
 	

Adelphia Cable Partners, L.P., its general partner
	

 	
 	

By:	
 	

Olympus Cable Holdings, LLC, its managing general partner
	

 	
 	

By:	
 	

Olympus Subsidiary, LLC, its sole member
	

 	
 	

By:	
 	

Olympus Communications, L.P., its sole member
	

 	
 	

By:	
 	

ACC Operations, Inc., its managing general partner
	

 	
 	

WESTERN NY CABLEVISION, L.P.
	

 	
 	

By:	
 	

Adelphia Western New York Holdings, LLC, its general partner
	

 	
 	

By:	
 	

ACC Operations, Inc, its sole member
	

 	
 	

WESTVIEW SECURITY, INC.
	

 	
 	

WILDERNESS CABLE COMPANY
	

 	
 	

YOUNG'S CABLE TV CORP.
	

 	
 	

YUMA CABLEVISION, INC.
	

 	
 	

By:	
 	

/s/  VANESSA A. WITTMAN      
 Name: Vanessa A. Wittman

Title: Executive Vice President and Chief Financial Officer




34











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