Amend. No. 5 to the Amended and Restated Credit and Guaranty Agreement



 EXHIBIT 10.01 
  
 AMENDMENT NO. 5 
  
 TO 
  
 AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT 
  
 AMENDMENT NO. 5 dated as of April 14, 2003 under the Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (as amended and
in effect immediately prior to the effectiveness of this Amendment, the “DIP Credit Agreement”), 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, the Guarantors party thereto, JPMORGAN
CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP USA, INC., as Collateral
Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, FLEET NATIONAL BANK, 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 amend 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. New Definitions Relating to the Creation of the Real Estate SPV’s. The following definitions are added in alphabetical order in
Section 1.01 of the DIP Credit Agreement: 
  
 “Qualifying
SPV” shall mean an SPV (i) that has executed and delivered to the Administrative Agent an SPV Guarantee, (ii) that has executed a deed of 







 trust, mortgage or other security document pursuant to which such SPV has provided to the Collateral Agent, for the
ratable benefit of the Agents, the Fronting Banks and the DIP Lenders, a perfected first priority Lien on any Rigas Real Property held by such SPV (subject only to such Liens as shall exist on the date of execution of such document and tax and other
Liens arising by operation of law), which document shall contain the automatic release of Lien provisions described in Section 5(e) of Amendment No. 5 to this Agreement, and (iii) all of the Equity Interests of which shall be subject to a perfected
first priority Lien for the ratable benefit of the Agents, the Fronting Banks and the DIP Lenders (subject to no other Liens); provided that the requirements set forth in clause (ii) shall apply at any time to an SPV only if at such time such
SPV shall hold Rigas Real Property having a fair market value in excess of $50,000, as determined in good faith by the Parent. A Qualifying SPV may, but is not required to, have filed a voluntary petition with the Bankruptcy Court initiating a case
under chapter 11 of the Bankruptcy Code. 
  
 “Real
Property Proceeds Account” shall mean the account established by the Parent under the sole and exclusive control of the Collateral Agent maintained at the office of the Collateral Agent at 338 Greenwich Street, New York, New York 10013
designated as the “Real Property Proceeds Account” and used solely for the purposes set forth in Section 5.15. 
  
 “Rigas Real Property” shall mean any parcel of real property, together with improvements thereon, either (i) used by or for which title
is held by a member of the Rigas family and with respect to which property any Loan Party has made payments or claims title to, or (ii) located at 4652 Route 6 West, Ulysses, Pennsylvania or 333 Frey Avenue, Vestal, New York. 
  
 “SPV” shall mean a newly created wholly-owned Subsidiary of
the Parent that does not conduct any business other than (i) the holding, administering, insuring, marketing and disposing of one or more Rigas Real Properties, and (ii) the distribution of the proceeds of any such disposition to the Parent as
contemplated by Section 5.15. 
  
 “SPV Guarantee”
shall mean a guarantee substantially in the form of Exhibit G. 
  
 Section 3. Addition of Form of SPV Guarantee; Conforming Changes Related to the SPV Guarantees. (a) A New Exhibit G to the DIP Credit Agreement is added immediately after Exhibit F thereto, to read in its entirety as set forth in
Exhibit G to this Amendment. 
  
 (b) Section 7.01(c) of the DIP
Credit Agreement is amended by adding the phrase “or Section 5.15 or any covenant contained in any SPV Guarantee” immediately after the reference to “Article 6” contained therein. 
  

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 (c) Section 9.03(a) of the DIP Credit Agreement is amended by adding the phrase “or pursuant to an
SPV Guarantee” immediately after the reference to “this Article 9” contained in clause (ii) thereof. 
  
 (d) Section 10.10(a) of the DIP Credit Agreement is amended by adding the following sentence at the end thereof: “No modification, amendment or
waiver of any provision of any SPV Guarantee and no consent to any departure by any SPV Guarantor party thereto therefrom shall in any event be effective unless entered into in accordance therewith.” 
  
 Section 4. Overriding Provisions Regarding Qualifying SPV’s.
Notwithstanding anything to the contrary in the DIP Credit Agreement (including without limitation Article 9 thereof) or any other Loan Document: 
  
 (a) each Qualifying SPV (as defined in the DIP Credit Agreement as amended hereby) shall be liable for the obligations of any other Loan Party solely to
the extent, and subject to the terms and conditions, set forth in its SPV Guarantee (and its “Guaranteed Obligations” for purposes of the Loan Documents shall be only its “Guaranteed Obligations” specified therein); 

 
 (b) none of the Administrative Agent, the Collateral Agent, any Fronting
Bank or any DIP Lender shall have any right to exercise any remedies against any Qualifying SPV under its SPV Guarantee (as defined in the DIP Credit Agreement as amended hereby), or any deed of trust, mortgage or other security document to which
any Qualifying SPV (as defined in the DIP Credit Agreement as amended hereby) is a party unless and until the Allocation Order (as defined in the DIP Credit Agreement as amended hereby) with respect to such Qualifying SPV shall have been entered;

  
 (c) each Qualifying SPV Guarantee shall constitute a
“Loan Document” and each deed of trust, mortgage or other security document executed by any Qualifying SPV as contemplated by clause (ii) of the definition thereof shall constitute a “Loan Document”; 
  
 (d) each Qualifying SPV shall constitute a “Loan Party” under the
DIP Credit Agreement; provided however that no Qualifying SPV shall make or be deemed to have made on any date any of the representations set forth in the DIP Credit Agreement or any other Loan Document or be required to comply with any of
the covenants or agreements set forth in the DIP Credit Agreement or any other Loan Document (other than (i) its SPV Guarantee and (ii) the provisions of Section 2.14 with respect to any Reduction Event); and 
  
 (e) in no event will any Loan Party make any Intercompany Advance to any
Qualifying SPV, other than an Investment made in accordance with clause (vi) of Section 6.10(a). 
  

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 Section 5. Provisions Regarding the Holding and the Disposition of Rigas Real Property. (a)
Permission to Hold Rigas Real Property. Section 6.10(a) of the DIP Credit Agreement is amended by (i) deleting the “and” at the end of clause (viii) thereof and replacing it with a comma, and (ii) adding the word
“and” and the following new clause (x) at the end of clause (ix) thereof: 
  
 (x) ownership by any Loan Party of the Equity Interests of any Qualifying SPV (so long as such Equity Interests are subject to a perfected first priority Lien for the ratable benefit of the Agents, the Fronting Banks
and the DIP Lenders); 
  
 (b) No DIP Reductions Until Proceeds
are Allocated by Court Order. (i) The following new definition of “Allocation Order” is added in alphabetical order in Section 1.01 of the DIP Credit Agreement: 
  
 “Allocation Order” shall mean, with respect to any SPV Guarantor, an order of the Bankruptcy Court
specifying the Borrower Group or Borrower Groups to which each Rigas Real Property held by such SPV Guarantor is allocable (or, if any such Rigas Real Property has been disposed of prior to the date of entry of such order, the Borrower Group or
Borrower Groups to which the net proceeds from the sale or other disposition thereof is allocable) and, if such Rigas Real Property (or such net proceeds) is allocable to more than one Borrower Group, the portion of the fair market value or amount
thereof allocable to each applicable Borrower Group. 
  
 (ii) The
definition of “Reduction Event” contained in Section 1.01 of the DIP Credit Agreement is amended by adding the following proviso at the end thereof: 
  

;provided that a sale, lease, transfer or other disposition by any Qualifying SPV of any Rigas Real Property (an “SPV Asset Sale”)
shall constitute a “Reduction Event” solely from and after the date the applicable Allocation Order shall have been entered. If an SPV Asset Sale has occurred prior to the entry of the applicable Allocation Order, such SPV Asset Sale shall
be deemed to be a “Reduction Event” on the date on which such Allocation Order is entered, at which time the provisions of Section 2.14 shall apply. 
  

(d) Deposit of Sale Proceeds in Parent Account Pending Allocation. A new Section 5.15 is added to the DIP Credit Agreement immediately after
Section 5.14 thereof, to read in its entirety as follows: 
  
 SECTION 5.15. Real Property Proceeds Account. Promptly, and in any event within three Business Days after the consummation of any disposition of any Rigas Real Property, the Parent shall cause the Qualifying SPV that has consummated
such disposition to distribute the Net Proceeds thereof to the Parent 
  

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 by depositing such Net Proceeds in the Real Property Proceeds Account. All amounts on deposit from time to time in the
Real Property Proceeds Account shall be invested by the Collateral Agent in Permitted Investments and no Loan Party shall have the right to withdraw any such amounts at any time. The Real Property Proceeds Account and all amounts on deposit therein
from time to time, and all Permitted Investments thereon, shall constitute “Collateral”; provided that, notwithstanding anything to the contrary in any Loan Document, none of the Administrative Agent, the Collateral Agent, any
Fronting Bank or any DIP Lender shall have any right to withdraw any amount on deposit in the Real Property Proceeds Account or exercise any rights or remedies against the Real Property Proceeds Account unless and until the Allocation Order with
respect to the relevant proceeds shall have been entered (on and after which time any such rights and remedies may be exercised in accordance with the provisions of the Loan Documents). On the date on which a “Reduction Event” shall be
deemed to have occurred pursuant to the last sentence of the definition thereof, the Collateral Agent shall withdraw from the Real Property Proceeds Account the amount of Net Proceeds with respect to such Reduction Event and apply such Net Proceeds
in accordance with Section 2.14 and the applicable Allocation Order. 
  
 (e) Release of Lien upon Sale. The Lien of the Agents, the Fronting Banks and the DIP Lenders on any Rigas Real Property sold by any Qualifying SPV (but not on any proceeds thereof) shall be released automatically and without any
further action on the part of the Agents, the Fronting Banks and the DIP Lenders upon the effective date of such sale. The Collateral Agent shall do such acts and execute and deliver such documents as may be reasonably requested from time to time by
the applicable Qualifying SPV for the purpose of evidencing the release of any such Lien.  
  
 Section 6. Extended Time Period for Delivery of The Long-Term Budget. (a) Monthly Usage Limit Calculation. The definition of “Monthly
Usage Limit” contained in Section 1.01 of the DIP Credit Agreement is amended by replacing the words “244th Day” with the words “May 27, 2003”. 
  
 (b) Delivery of Long-Term Budget. Section 5.01(l)(i) of the DIP Credit Agreement is amended by replacing the words “April 15, 2003” in the first line thereof with the words “April 24, 2003”. 
  
 (c) Occurrence of Covenant Addendum Date. Section 7.01(s) of the DIP
Credit Agreement is amended to read its entirety as follows: 
  
 “(s) the Covenant Addendum Date shall not have occurred on or prior to May 27, 2003; or”. 
  
 Section 7. GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED 
  

 5 








 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 8. 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 (other than Section 6(b) hereof, which 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 Co-Lead Arrangers). In the case of any party as to which an executed counterpart shall not have been received, 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 any
section of this Amendment, and such notice shall be conclusive and binding on all parties hereto. 
  
  

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

	JPMORGAN CHASE BANK 
		
	 By:
	 	 /s/ William A. Austin


	 	 	Name William A. Austin
	 	 	Title: Vice President










	CITICORP USA, INC. 
		
	 By:
	 	 /s/ Michael Schadt


	 	 	 Name: Michael Schadt
 Title: Vice President











	WACHOVIA BANK, N.A.
		
	 By:
	 	 /s/ Helen F. Wessling


	 	 	 Name: Helen F. Wessling
 Title: Managing Director










  

	THE BANK OF NOVA SCOTIA
		
	 By:
	 	 /s/ Christopher Usas


	 	 	 Name: Christopher Usas
 Title: Director




	
	FLEET NATIONAL BANK
		
	 By:
	 	 /s/ Judith A. Huckins


	 	 	 Name: Judith A. Huckins
 Title: Authorized Officer











	 BANK OF AMERICA, N.A.
  

	 By:
	 	 /s/ William E. Livingstone, IV


	 	 	Name: William E. Livingstone, IV
	 	 	Title: Managing Director


  










	 GENERAL ELECTRIC CAPITAL CORPORATION
  

	 By:
	 	 /s/ Christopher Cox


	 	 	Name: Christopher Cox
	 	 	Title: Duly Authorized Signatory


  










	 THE TRAVELERS INSURANCE COMPANY
  

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 BANK OF MONTREAL
  

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 CALPERS
  

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 CREDIT LYONNAIS NEW YORK
  

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 THE FOOTHILL GROUP, INC.
  

	 By:
	 	/s/    Sean T. Dixon
	 	 	

	 	 	Name: Sean T. Dixon
	 	 	Title: Vice President


  










	 MORGAN STANLEY SENIOR FUNDING, INC.

 

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 SUMITOMO MITSUI BANKING CORPORATION
  

	 By:
	 	/s/    William M. Ginn
	 	 	

	 	 	Name: William M. Ginn
	 	 	Title: General Manager


  

	 BAYERISHE HYPO UND VEREINSBANK AG,

NEW YORK BRANCH
  

	 By:
	 	/s/    Jane P. Jacobs
	 	 	

	 	 	Name: Jane P. Jacobs
	 	 	Title: Director
		
	 By:
	 	/s/    Hans Jung
	 	 	

	 	 	Name: Hans Jung
	 	 	Title: Associate Director


  










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

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

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

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

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

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

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

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  










	 SPCP GROUP LLC
  

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

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

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 DEUTSCHE BANK TRUST COMPANY AMERICAS

 

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

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

	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  
  










	 AIM FLOATING RATE FUND
  

	 By:
	 	 INVESCO Senior Secured Management, Inc.
 as Attorney in Fact

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 CHARTER VIEW PORTFOLIO 
  

	 By:
	 	 INVESCO Senior Secured Management,
 Inc.
as Investment Advisor

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 DIVERSIFIED CREDIT PORTFOLIO LTD. 
  

	 By:
	 	 INVESCO Senior Secured Management,
 Inc.
as Investment Adviser

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 TCW SELECT LOAN FUND, LIMITED
  

	 By:
	 	 TCW Advisors, Inc., as its Collateral
 Manager

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:
	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  
  
  
  









  

	 C-SQUARED CDO LTD.
  

	 By:
	 	 TCW Advisors, Inc., as its Portfolio
 Manager

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 SRF 2000 LLC 
  

	 	 	 
	 By:
	 	 /s/    Diana M. Himes


	 	 	Name: Diana M. Himes
	 	 	Title: Assistant Vice President


  

	 SRF TRADING, INC. 
  

	 	 	 
	 By:
	 	 /s/    Diana M. Himes


	 	 	Name: Diana M. Himes
	 	 	Title: Assistant Vice President


  

	 CARLYLE HIGH YIELD PARTNERS IV, LTD.

 

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  
  
  
  
  
  
  
  










	 FLAGSHIP CLO II 
  

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 AIG SUNAMERICA LIFE ASSURANCE
COMPANY
 (DBA ANCHOR NATIONAL LIFE INSURANCE
COMPANY) 
  

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 FIDELITY ADVISOR SERIES II: FIDELITY
ADVISOR
 FLOATING RATE HIGH INCOME FUND (161) 
  

	 
	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 GOLDMAN SACHS CREDIT PARTNERS L.P. 
  

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  
  
  
  
  
  
  
  
  










	 REGIMENT CAPITAL, LTD
  

	 By:
	 	 Regiment Capital Management, LLC as its
 Investment Advisor
  

	 By:
	 	 Regiment Capital Advisors, LLC
 its
Manager and Pursuant to delegated
 authority

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 PRESIDENT & FELLOWS OF HARVARD COLLEGE

  

	 By:
	 	 Regiment Capital Management, LLC as its
 Investment Advisor
  

	 By:
	 	Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority
	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 LIBERTYVIEW FUNDS, L.P.
  

	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  

	 LONG LANDE MASTER TRUST IV 
  

	 By:
	 	Fleet National Bank as Trust Administrator
	 	 	 
	 By:
	 	

	 	 	Name:
	 	 	Title:


  
  
  
  
  
  
  
  
  










	 AIMCO CLO, SERIES 2001-A

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 ALLSTATE LIFE INSURANCE COMPANY

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 PROTECTIVE LIFE INSURANCE COMPANY

		
	 By:
	 	/s/    Diane S. Grisnold
	 	 	

	 	 	Name: Diane S. Grisnold
	 	 	Title: AVP


  

	 WACHOVIA BANK, NATIONAL ASSOCIATION

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:










	 GLENEAGLES TRADING LLC

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 HIGHLAND LOAN FUNDING V LTD

		
	 By:
	 	Highland Capital Management, L.P. as Collateral Manager
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM
		
	 By:
	 	Highland Capital Management, L.P. as Authorized Representatives of the Board
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 ING PRIME RATE TRUST

		
	 By:
	 	ING Investments, LLC as its Investment Manager
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:










	 ING SENIOR INCOME FUND

		
	 By:
	 	ING Investments, LLC as its Investment Manager
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 INDOSUEZ CAPITAL FUNDING VI, LIMITED

		
	 By:
	 	Indosuez Capital as Collateral Manager
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
		
	 By:
	 	David L. Babson & Company Inc., as Investment Adviser
		
	 By:
	 	/s/    Adrienne Musgnug
	 	 	

	 	 	Name: Adrienne Musgnug
	 	 	Title: Managing Director


  

	 MAPLEWOOD (CAYMAN) LIMITED

		
	 By:
	 	David L. Babson & Company Inc., under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager
		
	 By:
	 	/s/    Andrienne Musgnug
	 	 	

	 	 	Name: Adrienne Musgnug
	 	 	Title: Managing Director










	 BLACK DIAMOND INTERNATIONAL FUNDING,
LTD.

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 BRYN MAWR CLO, LTD.

		
	 By:
	 	Deerfield Capital Management LLC as its  Collateral Manager
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 GULF STREAM CDO 2002-I

		
	 By:
	 	Gulf Stream Asset Management, LLC as  Collateral Manager
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 STANWICH LOAN FUNDING LLC

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 RIVIERA FUNDING LLC

		
	 By:
	 	/s/    Diane M. Himes
	 	 	

	 	 	Name: Diane M. Himes
	 	 	Title: Assistant Vice President










	 ATRIUM CDO

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 CSAM FUNDING II

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 TORONTO DOMINION (TEXAS), INC.

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 NOMURA BOND & LOAN FUND

		
	 By:
	 	UFJ Trust Company of New York as Trustee
	 By:
	 	Nomura Corporate Research and Asset Management, Inc., Attorney in Fact
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 CLYDESDALE CLO 2001-1, LTD

		
	 By:
	 	Nomura Corporate Research and Asset Management, Inc., as Collateral Manager
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:










	 IMPERIAL CREDIT ASSET MANAGEMENT

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:


  

	 CITIBANK, N.A.

		
	 By:
	 	 
	 	 	

	 	 	Name:
	 	 	Title:










	ACC CABLE COMMUNICATIONS FL-VA, LLC
		
	By:	 	ACC Cable Holdings VA, Inc., its sole member
	
	ACC CABLE HOLDINGS VA, INC.
	
	ACC HOLDINGS II, LLC
		
	By:	 	ACC Operations, Inc., its sole member
	
	ACC INVESTMENT HOLDINGS, INC.
	
	ACC OPERATIONS, INC.
	
	ACC TELECOMUNICATIONS 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
	
	 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.

	
	 ADELPHIA CABLEVISION OF NEWPORT BEACH,
LLC

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

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

		
	By:	 	 Mickelson Media, Inc., its sole member

	
	 ADELPHIA CABLEVISION OF SAN BERNADINO,
LLC

		
	By:	 	 Clear Cablevision, Inc., its sole member

	
	 ADELPHIA CABLEVISION OF SANTA ANA,
LLC

		
	 By:
	 	 UCA, LLC, its sole member

	 By:
	 	 ACC Operations, Inc., its sole member



  










	 ADELPHIA CABLEVISION OF SEAL BEACH,
LLC

		
	By:	 	Manchester Cablevision, Inc., its sole member
	
	 ADELPHIA CABLEVISION OF SIMI VALLEY,
LLC

		
	By:	 	UCA, LLC, its sole member
	By:	 	ACC Operations, Inc., its sole member
	
	 ADELPHIA CABLEVISION OF WEST PALM
BEACH III, LLC

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

		
	By:	 	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, LLLC

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

		
	 By:
	 	National Cable Acquisition Associates, L.P., its sole member
	 By:
	 	Olympus Communications, L.P., its general partner
	 By:
	 	ACC Operations, Inc., its managing general Partner


  










	 ADELPHIA CLEVELAND, LLC

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

	
	 ADELPHIA COMMUNICATIONS OF CALIFORNIA,
LLC

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

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

		
	By:	 	FrontierVision, its sole member
	By:	 	FrontierVision Holdings, L.P., its general partner
	By:	 	FrontierVision Partners, L.P., its general partner
	By:	 	Adelphia GP Holdings, L.L.C., its general partner
	By:	 	ACC Operations, Inc., its sole member
	
	 ADELPHIA COMMUNICATIONS INTERNATIONAL,
INC.

	
	 ADELPHIA COMPANY OF WESTERN
CONNECTICUT

	
	 ADELPHIA GENERAL HOLDINGS III, INC.

	
	 ADELPHIA GS CABLE, LLC

		
	By:	 	Olympus Cable Holdings, LLC, its sole member
	 By:
	 	Olympus Subsidiary, LLC, its sole member
	 By:
	 	Olympus Communications, L.P., it sole member
	 By:
	 	ACC Operations, Inc., its sole member


  










	 ADELPHIA GP HOLDINGS, LLC

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

		
	By:	 	ACC Operations, Inc., its sole member
	
	 ADELPHIA HOLDINGS 2001, LLC

		
	By:	 	Olympus Subsidiary, LLC, its sole member
	By:	 	Olympus Communications, L.P., it sole member
	By:	 	ACC Operations, Inc., its managing partner
	
	 ADELPHIA INTERNATIONAL II, LLC

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

		
	By:	 	ACC Operations, Inc., its member
	By:	 	Adelphia Communications International, Inc., its member
	
	 ADELPHIA OF THE MIDWEST,
INC.

	
	 ADELPHIA MOBILE PHONES

	
	 ADELPHIA PINELLAS COUNTY, LLC

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


  










	 ADELPHIA PRESTIGE CABLEVISION, LLC

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

	
	 ADELPHIA TELECOMMUNICATIONS OF FLORIDA,
INC.

	
	 ADELPHIA WELLSVILLE, LLC

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

		
	By:	 	ACC Operations, Inc., its sole member
	
	 ADELPHIA COMMUNICATIONS, INC.

	
	 ARAHOVA HOLDINGS, LLC

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

	
	 BETTER TV, INC. OF BENNINGTON

	
	 BLACKSBURG/SALEM CABLEVISION, INC.

	
	 BRAZAS COMMUNICATIONS, INC.

	
	 BUENAVISION TELECOMMUNICATIONS, INC.



  










	 CABLE SENRY CORPORATION

	
	 CALIFORNIA AD SALES, LLC

		
	By:	 	Ft. Myers Cablevision, L.L.C., its sole member
	By:	 	Ft. Myers Acquisition Limited Partnership, its sole member
	By:	 	Olympus Communications, L.P., its general partner
	By:	 	ACC Operations, Inc., its managing general partner
	
	 CCC-III, INC.

	
	 CCC-INDIANA, INC.

	
	 CCH INDIANA, L.P.

		
	By:	 	CCC-Indiana, its general partner
	
	 CDA CABLE, INC.

	
	 CENTURY ADVERTISING, INC.

	
	 CENTURY ALABAMA CORP

	
	 CENTURY ALABAMA HOLDING CORP.

	
	 CENTURY AUSTRALIA COMMUNICATIONS
CORP.

	
	 CENTURY BERKSHIRE CABLE CORP.

	
	 CENTURY CABLE HOLDINGS, LLC

		
	By:	 	Century Cable Holding Corp., its sole member
	
	 CENTURY CABLE HOLDING CORP.

	
	 CENTURY CABLE MANAGEMENT CORPORATION

	
	 CENTURY CABLE OF SOUTHERN
CALIFORNIA



  










	 CENTURY CABLEVISION HOLDINGS, LLC

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

	
	 CENTURY COLORADO SPRINGS CORP.

	
	 CENTURY COLORADO SPRINGS PARTNERSHIP

		
	By:	 	Paragon Cable Television Inc., a general partner
	
	 CENTURY COMMUNICATIONS CORP.

	
	 CENTURY CULLMAN CORP.

	
	 CENTURY ENTERPRISE CABLE CORP.

	
	 CENTURY EXCHANGE, LLC

		
	By:	 	Century Cable Holding Corp., its sole member
	
	 CENTURY FEDERAL, INC.

	
	 CENTURY GRANITE CABLE TELEVISION
CORP.

	
	 CENTURY HUNTINGTON COMPANY

	
	 CENTURY INDIANA CORP.

	
	 CENTURY ISLAND ASSOCIATES, INC.

	
	 CENTURY ISLAND CABLE TELEVISION
CORP.



  










	 CENTURY INVESTMENT HOLDING CORP.

	
	 CENTURY INVESTORS, INC.

	
	 CENTURY KANSAS CABLE TELEVISION
CORP.

	
	 CENTURY LYKENS CABLE CORP.

	
	 CENTURY MENDOCINO CABLE TELEVISION,
INC.

	
	 CENTURY MISSISSIPPI CORP.

	
	 CENTURY MOUNTAIN CORP.

	
	 CENTURY NEW MEXICO CABLE
CORP.

	
	 CENTURY NORWICH CORP.

	
	 CENTURY OHIO CABLE TELEVISION
CORP.

	
	 CENTURY OREGON CABLE CORP.

	
	 CENTURY PACIFIC CABLE TV, INC.

	
	 CENTURY PROGRAMMING, INC.

	
	 CENTURY REALTY CORP.

	
	 CENTURY SHASTA CABLE TELEVISION
CORP.

	
	 CENTURY SOUTHWEST COLORADO CABLE TELEVISION
CORP.

	
	 CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.

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


  










	 CENTURY-TCI CALIFORNIA, L.P.

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

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

	
	 CENTURY VIRGINIA CORP.

	
	 CENTURY VOICE AND DATA COMMUNICATIONS,
INC.

	
	 CENTURY WARRICK CABLE CORP.

	
	 CENTURY WASHINGTON CABLE TELEVISION,
INC.

	
	 CENTURY WYOMING CABLE TELEVISION
CORP.

	
	 CHELSEA COMMUNICATIONS, INC.

	
	 CHELSEA COMMUNICATIONS, LLC

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

		
	By:	 	ACC Operations, Inc., its sole member
	
	 CLEAR CABLEVISION, INC.



  










	 CMA CABLEVISION ASSOCIATES VII, L.P.

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

		
	By:	 	Tele-Media Company of Tri-States, L.P., its general partner
	By:	 	Tri-States, L.L.C., its general partner
	By:	 	Century Cable Holdings, LLC, its sole member
	By:	 	Century Cable Holding Corp., its managing general partner
	
	 CORAL SECURITY, INC.

	
	 COWLITZ CABLEVISION, INC.

	
	 CP-MDU I LLC

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

		
	By:	 	Adelphia California Cablevision, L.L.C., its sole member
	By:	 	Olympus Communications, L.P., its sole member
	By:	 	ACC Operations, Inc., its managing general partner
	
	 E.& E. CABLE SERVICE, INC.



  










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



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



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



	
	FAE CABLE MANAGEMENT CORP.
	
	FOP INDIANA, L.P.
		
	 By:
	 	FrontierVision Cable New England, Inc., its general partner



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



	
	FRONTIERVISION CABLE NEW ENGLAND, INC.
	
	FRONTIERVISION CAPITAL CORPORATION


  
  
  
  
  
  
  








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



	
	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










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

		
	 By:
	 	Ft. Myers Acquisition Limited Partnership, its sole member
		
	 By:
	 	Olympus Communications, L.P., its general partner
		
	 By:
	 	ACC Operations, Inc., its managing general partner
	
	GENESIS CABLE COMMUNICATIONS SUBSIDIARY, L.L.C
		
	 By:
	 	ACC Cable Communications FL-VA, LLC, its sole member
		
	 By:
	 	ACC Cable Holdings VA, Inc., its sole member
	
	 GLOBAL ACQUISITION PARTNERS, L.P.

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

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


  

	THE GOLF CLUB AT WENDING CREEK FARMS, LLC
		
	 By:
	 	ACC Operations, Inc., its sole member
	
	 GRAFTON CABLE COMPANY



  










	GS CABLE LLC
		
	 By:
	 	 Adelphia GS Cable, LLC, its sole member

	 By:
	 	 Olympus Cable Holdings, LLC, its sole member

	 By:
	 	 Olympus Subsidiary, LLC, its sole member

	 By:
	 	 Olympus Communications, L.P., its sole member

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

	
	 GS TELECOMMUNICATIONS LLC

		
	 By:
	 	 GS Cable, LLC, its sole member

	 By:
	 	 Adelphia GS Cable, LLC, its sole member

	 By:
	 	 Olympus Cable Holdings, LLC, its sole member

	 By:
	 	 Olympus Subsidiary, LLC, its sole member

	 By:
	 	 Olympus Communications, L.P., its sole member

	 By:
	 	ACC Operations, Inc., its managing general partner
	
	 HARRON CABLEVISION OF NEW HAMPSHIRE,
INC.

	
	 HUNTINGTON CATV, INC.

	
	 IMPERIAL VALLEY CABLEVISION, INC.

	
	 KALAMAZOO COUNTY CABLEVISION, INC.

	
	KEY BISCAYNE CABLEVISION
		
	 By:
	 	 Adelphia Cable Partners, LP, a general partner

	 By:
	 	 Olympus Cable Holdings, LLC, its managing general partner

	 By:
	 	 Olympus Subsidiary, LLC, its sole member

	 By:
	 	 Olympus Subsidiary, LLC, its sole member

	 By:
	 	 Olympus Communications, L.P., its sole member

	
	 KOOTENAI CABLE, INC.



  
  










	 LAKE CHAMPLAIN CABLE TELEVISION
CORPORATION

		
	 	 	 
	 LEADERSHIP ACQUISITION LIMITED
PARTNERSHIP

		
	 By:
	 	 Olympus Communications, L.P., its general partner

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

	
	 LOUISA CABLEVISION, INC.

	
	 MANCHESTER CABLEVISION, INC

	
	 MARTHA’S VINEYARD CABLEVISION,
L.P.

		
	 By:
	 	 Century Cable Holdings, LLC, its general partner

	 By:
	 	 Century Cable Holding Corp., its sole member

	
	 MERCURY COMMUNICATIONS, INC.

	
	 MICKELSON MEDIA, INC.

	
	 MICKELSON MEDIA OF FLORIDA,
INC.

	
	 MONUMENT COLORADO CABLEVISION, INC.

	
	 MOUNTAIN CABLE COMMUNICATIONS
CORPORATION

	
	 MOUNTAIN CABLE COMPANY, L.P.

		
	 By:
	 	 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

	
	 OLYMPUS SUBSIDIARY, LLC

		
	 By:
	 	 Olympus Communications, L.P., its sole member

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

	
	 OWENSBORO-BRUNSWICK, INC.

	
	 OWENSBORO INDIANA, L.P.

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



  










	 OWENSBORO ON THE AIR,
INC.


	
	 PAGE TIME, INC.

	
	PARAGON CABLE TELEVISION INC.
	
	 PARAGON CABLEVISION CONSTRUCTION
CORPORATION

	
	 PARAGON CABLEVISION MANAGEMENT
CORPORATION

	
	 PARNASSOS COMMUNICATIONS, L.P.

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

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

	
	 PERICLES COMMUNICATIONS CORPORATION

	
	 PULLMAN TV CABLE CO., INC.

	
	 RENTAVISION OF BRUNSWICK, INC.

	
	 RICHMOND CABLE TELEVISION CORPORATION

	
	 RIGPAL COMMUNICATIONS, INC.











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

	
	 SCRANTON CABLEVISION, INC.

	
	 SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA,
INC.

	
	 SOUTHEAST FLORIDA CABLE, INC.

	
	 SOUTHWEST COLORADO CABLE, INC.

	
	 SOUTHWEST VIRGINIA CABLE, INC.

	
	 S/T CABLE CORPORATION

	
	 STAR CABLE INC.

	
	 STARPOINT, LIMITED PARTNERSHIP

		
	 By:
	 	West Boca Acquisition Limited Partnership,
its general partner        
	 By:
	 	Adelphia Cable Partners, L.P., its general partner
	 By:
	 	Olympus Cable Holdings, LLC, its managing general partner
	 By:
	 	Olympus Subsidiary, LLC, its sole member
	 By:
	 	Olympus Communications, L.P., its sole member
	 By:
	 	ACC Operations, Inc., its managing general partner
	
	 SVHH CABLE ACQUISITION, L.P.

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










	 SVHH HOLDINGS, LLC

		
	 By:
	 	 ACC Operations, Inc., its sole member

	
	 TELE-MEDIA COMPANY OF
HOPEWELL-PRINCE GEORGE

		
	 By:
	 	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

	
	 TELE-MEDIA INVESTMENT PARTNERSHIP,
L.P.

		
	 By:
	 	National Cable Acquisition Associates, L.P., a general partner
	 By:
	 	Olympus Communications, L.P., its general partner
	 By:
	 	ACC Operations, Inc., its managing general partner
	
	 TELESAT ACQUISITION, LLC

		
	 By:
	 	 Arahova Holdings, LLC, its sole member

	 By:
	 	 Olympus Cable Holdings, LLC, its sole member

	 By:
	 	 Olympus Subsidiary, LLC, its sole member

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










	 TELESTAT ACQUISITION LIMITED
PARTNERSHIP

		
	 By:
	 	Olympus Communications, L.P., its general partner
	 By:
	 	ACC Operations, Inc., its managing general partner
	
	 THE MAIN INTERNETWORKS, INC.

	
	 THE WESTOVER T.V. CABLE CO.,
INCORPORATED

	
	 THREE RIVERS CABLE ASSOCIATES, L.P.

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

	
	 TIMOTHEOS COMMUNICATIONS, L.P.

		
	 By:
	 	Olympus Communications Holdings, L.L.C., its general partner
	 By:
	 	Olympus Communications, L.P., its sole member
	 By:
	 	ACC Operations, Inc., its managing general partner
	
	 TMC HOLDINGS CORPORATION

	
	 TMC HOLDINGS, LLC

	
	 TRI-STATES, L.L.C.

		
	 By:
	 	 Century Cable Holdings, LLC, its sole member

	 By:
	 	 Century Cable Holding Corp., its sole member











	 UCA LLC

		
	 By:
	 	 ACC Operations, Inc., its sole member

	
	 U.S. TELE-MEDIA INVESTMENT COMPANY

	
	 UPPER ST. CLAIR CABLEVISION, INC.

	
	 VALLEY VIDEO, INC.

	
	 VAN BUREN COUNTY CABLEVISION,
INC.

	
	 WARRICK CABLEVISION, INC.

	
	 WARRICK INDIANA, L.P.

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

	
	 WELLSVILLE CABLEVISION, L.L.C.

		
	 By:
	 	 Century Cable Holdings, LLC, its sole member

	 By:
	 	 Century Cable Holding Corp., its sole member

	
	 WEST BOCA ACQUISITION LIMITED
PARTNERSHIP

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

	 By:
	 	 Olympus Cable Holdings, LLC, its managing general partner

	 By:
	 	 Olympus Subsidiary, LLC, its sole member

	 By:
	 	 Olympus Communications, L.P., its sole member

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

	
	 WESTERN NY CABLEVISION, L.P.

		
	 By:
	 	 Adelphia Western New York Holdings, LLC, its general partner

	 By:
	 	 ACC Operations, Inc, its sole member

	
	 WESTVIEW SECURITY, INC.



  










	 WILDERNESS CABLE COMPANY

	
	 YOUNG’S CABLE TV CORP.

	
	 YUMA CABLEVISION, INC.

		
	 By:
	 	 /s/    William T. Schleyer


	 	 	 Name:
	 	 William T. Schleyer

	 	 	 Title:
	 	 Chief Executive Officer