Amend. No. 7 to the Amended and Restated Credit and Guaranty Agreement



 EXHIBIT 10.03 
  
 AMENDMENT NO. 7 TO AMENDED AND 
 RESTATED CREDIT AND GUARANTY AGREEMENT 
  
 AMENDMENT NO. 7 dated as of May 27, 2003 (this “Amendment”) to 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, as Borrowers, 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. Deletion of Chief Restructuring Officer Requirement; Employment of Senior Management. Section 5.09 of the DIP Credit Agreement is hereby
amended to read in its entirety as follows: 
  
 “Section
5.09. Management. The Borrowers will at all times continue to employ William T. Schleyer as CEO, or a successor CEO or senior executive that, in each case, is reasonably acceptable to the Co-Lead Arrangers.” 
  
 Section 3. Provisions Regarding Investments and Intercompany Advances.

  

 1 








 (a) Section 6.10(a)(v) of the DIP Credit Agreement is hereby amended to read in its entirety as follows:
“(v) [intentionally omitted],”. 
  
 (b) Section
6.10(a)(vi) of the DIP Credit Agreement is hereby amended to read in its entirety as follows: 
  
 “(vi) Investments not otherwise permitted by the foregoing clauses in an aggregate amount not to exceed $10,000,000; provided
that any Investments consisting of loans or advances to any Person (other than a Loan Party) that is engaged in the cable business and whose assets are managed by a Loan Party will be permitted under this clause (vi) only if (1) the aggregate amount
of such Investments does not exceed $2,000,000, (2) the proceeds of any such Investment are used by the recipient thereof solely for working capital purposes and (3) the Loan Party that has made such Investment will use its commercially reasonable
efforts to cause any such Investment to be secured by assets of the recipient of the proceeds thereof,”. 
  
 (c) Section 6.10(a)(ix) is hereby amended to delete the following lead-in phrase thereof: “prior to the Covenant Addendum Date,”. 
  
 Section 4. Provisions Regarding Delivery of Financial Statements, Reports,
Etc. 
  
 (a) Extended Time Period for Delivery of 2002
Financial Statements. Section 5.01(a)(x) of the DIP Credit Agreement is hereby amended to replace the phrase “(or, in the case of the 2002 fiscal year, no later than July 1, 2003)” contained in the second line thereof with the phrase
“(but, in the case of the 2002 fiscal year, no later than October 15, 2003)”. 
  
 (b) Delivery of Additional Documents. Section 5.01 of the DIP Credit Agreement is hereby amended (i) to re-letter subsections (p) and (q) thereof as subsections (q) and (r), respectively, and (ii) to add a new
subsection (p) that reads in its entirety as follows: 
  
 “(p) (i) no later than October 15, 2003, (A) a statement of financial affairs as required by Rule 1007 of the Federal Rules of Bankruptcy Procedures, (B) an annotated schedule of pre-petition intercompany accounts and (C) a draft
business plan for the 5-year period starting on January 1, 2004, in each case (x) with respect to the Loan Parties and, as relevant, each Borrower and its Borrower Group and (y) in form and substance reasonably acceptable to the Co-Lead Arrangers
and (ii) no later than December 31, 2003, a draft plan of reorganization and a draft disclosure statement under chapter 11 of the Bankruptcy Code (x) with respect to the Loan Parties and, as relevant, each Borrower and its Borrower Group and (y) in
form and substance reasonably acceptable to the Initial Majority DIP Lenders;”. 
  

 2 








 Section 5. Deletion of Monthly Usage Limit Condition. Subsection (g) of Section 4.03 of the DIP
Credit Agreement is hereby deleted in its entirety, and subsections (h), (i) and (j) of Section 4.03 are hereby re-lettered as (g), (h) and (i), respectively. In addition, the definition of “Monthly Usage Limit” is hereby deleted from
Article 1 of the DIP Credit Agreement. 
  
 Section 6. 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 7. 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. 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 Amendment, and such
notice shall be conclusive and binding on all parties hereto. 
  
  

 3 








 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 Wessling


	 	 	 Name: Helen 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:
	 	 /s/ James Morgan


	 	 	 Name: James Morgan

	 	 	 Title: Vice President



  

	SUMITOMO MITSUI BANKING CORPORATION
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:



  

	 BAYERISHE HYPO UND VEREINSBANK AG, NEW
YORK BRANCH

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:











	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/ Ann E. Morris


	 	 	 Name: Ann E. Morris

	 	 	 Title: Assistant Vice President



  

	SRF TRADING, INC. 
		
	 By:
	 	 /s/ Ann E. Morris


	 	 	 Name: Ann E. Morris

	 	 	 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:
	 	  


	 	 	 Name:

	 	 	 Title:



  

	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:











	GLENEAGLES TRADING LLC 
		
	 By:
	 	         /s/ Ann E. Morris


	 	 	 Name: Ann E. Morris

	 	 	 Title: Assistant Vice President

	
	HIGHLAND LOAN FUNDING V LTD
	 By:
	 	Highland Capital Management, L.P. as Collateral Manager
		
	 By:
	 	         /s/ Todd Travers


	 	 	 Name: Todd Travers

	 	 	 Title: Senior Portfolio Manager

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


	 	 	 Name: Todd Travers

	 	 	 Title: Senior Portfolio Manager

	
	ING PRIME RATE TRUST
	 By:
	 	ING Investments, LLC as its investment manager
		
	 By:
	 	

	 	 	 Name:

	 	 	 Title:



  










	
	 ING SENIOR INCOME FUND

	 By:
	 	 NG 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:
	 	

	 	 	 Name:

	 	 	 Title:

	
	 MAPLEWOOD (CAYMAN) LIMITED

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

	 	 	 Name:

	 	 	 Title:



  










	
	 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:
	 	

	 	 	 Name:

	 	 	 Title:



  










	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 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 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,
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 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
  

	 FRONTIER VISION 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:
By:	 	Olympus Subsidiary, LLC, its sole member
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
	
	 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