Covenant Addendum to the Amended and Restated Credit and Guaranty Agreement



 EXHIBIT 10.04 
  
 COVENANT ADDENDUM 
 TO 
 AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT 
  
 COVENANT ADDENDUM dated as of May 27, 2003 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, and JPMORGAN CHASE BANK, CITICORP USA, INC., WACHOVIA BANK, N.A., THE BANK OF NOVA SCOTIA, FLEET NATIONAL BANK, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, each as an Initial DIP Lender, to the Amended and
Restated Credit and Guaranty Agreement dated as of August 26, 2002 (as amended, the “DIP Credit Agreement”). 
  
 W I T N E S S E T H : 
  
 WHEREAS, pursuant to the terms of the DIP Credit Agreement, the Borrowers and the Initial Majority DIP Lenders are to enter into a Covenant Addendum to
the DIP Credit Agreement on or prior to May 27, 2003; and 
  
 WHEREAS, the DIP Credit Agreement contemplates that the Covenant Addendum will set forth the capital expenditures covenant and the EBITDA covenant (and definitions related thereto) and such other agreements and undertakings as the Borrowers
and the Initial Majority DIP Lenders shall mutually agree upon; 
  
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 Section 1. Definitions. This Covenant Addendum is the “Covenant Addendum” contemplated by the DIP Credit Agreement. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP
Credit Agreement shall have the meaning assigned to such term in the DIP Credit Agreement. 
  
 Section 2. Maximum Capital Expenditures. (a) Covenant Levels for each Borrower Group. Each Borrower will not permit Capital Expenditures for its Borrower Group for any period to exceed the amount
applicable for such period to such Borrower Group as set forth in Annex A across from the heading “Maximum Capital Expenditures”; provided that 100% of the excess, if any, of the Maximum Capital Expenditures permitted for such
Borrower Group for any period over its actual Capital Expenditures for such period shall be carried over to the following period and added to the amount of the Maximum Capital Expenditures for such 







 Borrower Group permitted for such following period. 
  
 (b) Covenant Levels for All Loan Parties. The Borrowers will not permit Capital Expenditures for all of the Loan
Parties (“All Loan Parties”) for any period to exceed, in the aggregate, the amount applicable for such period to All Loan Parties as set forth in Annex A across from the heading “Maximum Capital Expenditures”;
provided that 100% of the excess, if any, of the Maximum Capital Expenditures permitted for All Loan Parties for each period over their actual Capital Expenditures during such period shall be carried over to the following period and added to
the amount of the Maximum Capital Expenditures permitted for such following period. 
  
 (c) Related Definition. “Capital Expenditures”, with respect to any Person or group, for any period, shall mean the additions to property, plant and equipment and other capital expenditures of
such Person or group that are (or would be) set forth in its or their consolidated statement of cash flows for such period prepared in accordance with GAAP. 
  
 (d) Applicable Period. Except for the two-month period ending on June 30, 2003, each period specified across from the heading “Maximum Capital
Expenditures” in Annex A is a fiscal quarter ending on the day specified therein. 
  
 Section 3. Minimum Cumulative EBITDA. (a) Covenant Levels for All Loan Parties. The Borrowers will not permit EBITDA for All Loan Parties for any period specified therein to be less, in the aggregate,
than the amount set forth for such period in Annex A across from the heading “Minimum Cumulative EBITDA”. 
  
 (b) Related Definition. “EBITDA”, with respect to All Loan Parties, for any period, shall mean consolidated net income of All Loan
Parties for such period plus (i) without duplication and to the extent deducted in determining such consolidated net income for such period, the sum of (A) consolidated interest expense for such period, (B) consolidated income tax expense for such
period, (C) all amounts attributable to depreciation and amortization for such period, (D) fees of the Lenders under the DIP Credit Agreement for such period and (E) any extraordinary non-cash charges for such period, and minus (ii) without
duplication and to the extent included in determining such consolidated net income, any extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP. 
  
 (c) Applicable Period. Each period specified across from the heading
“Minimum Cumulative EBITDA” in Annex A begins on May 1, 2003 and ends on the day specified therein. 
  
 Section 4. Minimum Cumulative EBITDAR. (a) Covenant Levels for each 
  

 2 








 Borrower Group. Each Borrower will not permit EBITDAR for its Borrower Group for any period specified therein to
be less, in the aggregate, than the amount applicable for such period to such Borrower Group as set forth in Annex A across from the heading “Minimum Cumulative EBITDAR”. 
  
 (b) Related Definition. “EBITDAR”, with respect to each Borrower Group, for any period, shall mean
consolidated net income of such Borrower Group for such period plus (i) without duplication and to the extent deducted in determining such consolidated net income for such period, the sum of (A) consolidated interest expense for such period, (B)
consolidated income tax expense for such period, (C) all amounts attributable to depreciation and amortization for such period, (D) fees of the Lenders under the DIP Credit Agreement for such period, (E) professional fees incurred or allocated in
connection with the restructuring of such Borrower Group for such period and (F) any extraordinary non-cash charges for such period, and minus (ii) without duplication and to the extent included in determining such consolidated net income, any
extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP. 
  
 (c) Applicable Period. Each period specified across from the heading “Minimum Cumulative EBITDAR” in Annex A begins on May 1, 2003 and
ends on the day specified therein. 
  
 Section 5. Borrowing
Limits. The Borrowing Limit applicable to each Borrower Group on or after the Covenant Addendum Date shall be the amount set forth below under the column “Borrowing Limit” opposite such Borrower Group: 
  

	 Borrower Group

	  	Borrowing Limit


	 Century Borrower Group
	  	$350 million
	 Century-TCI Borrower Group
	  	$265 million
	 UCA Borrower Group
	  	$250 million
	 Parnassos Borrower Group
	  	$100 million
	 FrontierVision Borrower Group
	  	$200 million
	 Olympus Borrower Group
	  	$250 million
	 7A Borrower Group
	  	$5 million
	 7B Borrower Group
	  	$15 million
	 7C Borrower Group
	  	$65 million

  
 Section 6.
Occurrence Of The Covenant Addendum Date. For purposes of the DIP Credit Agreement, the Covenant Addendum Date shall have occurred on May 27, 2003. 
  
 Section 7. GOVERNING LAW. THIS COVENANT ADDENDUM SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND 
  

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 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 8. Counterparts;
Effectiveness. This Covenant Addendum 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 Covenant Addendum shall
become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by (i) the Borrowers and (ii) the Initial Majority DIP Lenders. 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 this Covenant Addendum, and such notice shall be conclusive and binding on all parties hereto. 
  

 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Covenant Addendum 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











	 ACC CABLE COMMUNICATIONS FL-VA, LLC
  

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

	  
 ACC
CABLE HOLDINGS VA, INC.

	
	 ACC HOLDINGS II, LLC
  

		
	 By:
	 	 ACC Operations, Inc., its sole member

	
	  
 ACC
INVESTMENT HOLDINGS, INC.
  
 ACC OPERATIONS, INC.
  
 ACC TELECOMMUNICATIONS HOLDINGS LLC
  

		
	 By:
	 	 ACC Operations, Inc., its sole member

	
	  
 ACC
TELECOMMUNICATIONS LLC
  

		
	 By:
	 	 ACC Telecommunications Holdings LLC, its sole member

		
	 By:
	 	 ACC Operations, Inc., its sole member

	
	  
 ACC
TELECOMMUNICATIONS OF VIRGINIA LLC
  

		
	 By:
	 	 ACC Telecommunications Holdings LLC, its sole member

		
	 By:
	 	 ACC Operations, Inc., its sole member

	
	  
 ACC-AMN HOLDINGS LLC
  

		
	 By:
	 	 ACC Operations, Inc., its sole member

	
	  
 ADELPHIA
ACQUISITION SUBSIDIARY, INC.
  
 ADELPHIA ARIZONA, INC.











	 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 sole member

		
	 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 sole member

		
	 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, LLC
  

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

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

	
	  
 ADELPHIA CENTRAL PENNSYLVANIA, LLC
  

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

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

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











	 ADELPHIA CLEVELAND, LLC
  

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

	  
 ADELPHIA COMMUNICATIONS CORPORATION

	
	 ADELPHIA COMMUNICATIONS OF
CALIFORNIA, LLC
  

	 By:
	 	 Adelphia Cablevision Corp., its sole member

	
	 ADELPHIA COMMUNICATIONS OF
CALIFORNIA II, LLC
  

	 By:
	 	 Adelphia Cablevision Corp., its sole member

	
	 ADELPHIA COMMUNICATIONS OF
CALIFORNIA III, LLC
  

	 By:
	 	 FrontierVision, its sole member

	 By:
	 	FrontierVision Holdings, L.P., its general partner
	 By:
	 	 FrontierVision Partners, L.P., its general partner

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

	 By:
	 	 ACC Operations, Inc., its sole members

	
	 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.

	
	 FRONTIERVSION 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 Communications, L.P., its sole member

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

	
	 KOOTENAI CABLE, INC.



  










	 LAKE CHAMPLAIN CABLE
TELEVISION CORPORATION
  
 LEADERSHIP ACQUISITION LIMITED PARTNERSHIP

		
	By:	 	Olympus Communications, L.P., its general partner
	By:	 	ACC Operations, Inc., its managing general partner
	  
 LOUISA CABLEVISION, INC.
  
 MANCHESTER CABLEVISION, INC
  
 MARTHA’S
VINEYARD CABLEVISION, L.P.

		
	 By:
	 	 Century Cable Holdings, LLC, its general
 partner

	 By:
	 	Century Cable Holding Corp., its sole member
	
	 MERCURY COMMUNICATIONS,
INC.
  
 MICKELSON MEDIA, INC.
  
 MICKELSON MEDIA OF FLORIDA, INC.
  
 MONUMENT COLORADO
CABLEVISION, INC.
  
 MOUNTAIN CABLE COMMUNICATIONS CORPORATION
  
 MOUNTAIN CABLE COMPANY, L.P.

		
	 By:
	 	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

		
	 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:
	 	 Century Cable Holdings, LLC, its sole member

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

	 By:
	 	 Olympus Subsidiary, LLC, its sole member

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



  

	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