Amend. No. 6 and Waiver under the Amended and Restated Credit and Guaranty Agrmt



 EXHIBIT 10.02 
  
 AMENDMENT NO. 6 AND WAIVER UNDER 
 AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT 
  
 AMENDMENT NO. 6 and WAIVER dated as of May 7, 2003 (this “Amendment”) 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, 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 and waive certain Defaults and Events of Default arising under the DIP Credit Agreement; 
  
 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. Provisions Regarding Investments In Century-ML
Entities. Section 6.10(a) of the DIP Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (ix) thereof and replacing it with a comma, (b) adding the word “and” and the following new clause
(xi) at the end of clause (x) thereof: 
  
 “(xi) any
Investment by the Parent or any other Holding Company 







 Guarantor in Century/ML Cable Venture, a New York joint venture (“Century Venture”),
Century-ML Cable Corporation, a Delaware corporation, or any of their respective Subsidiaries or joint ventures (collectively, the “Century-ML Entities”), so long as such Investment (1) consists only of the payment by the Parent or
another Holding Company Guarantor pursuant to, and in accordance with, the centralized cash management practices of the Parent Group as in effect on the date of Amendment No. 6 to this Agreement, of programming expenses and other general operating
expenses, whether direct or indirect, of the Century-ML Entities, incurred in the ordinary course of business, and (2) is reimbursed in full by the Century-ML Entities to the Parent or the relevant Holding Company Guarantor, as the case may be,
within 30 calendar days following the end of the calendar month in which such Investment is made; provided, however, that notwithstanding anything otherwise to the contrary, an “Investment” shall not include any management
fees payable by any of the Century-ML Entities to the Parent or another Holding Company Guarantor (the “Century-ML Management Fees”), it being understood and agreed that the Century-ML Management Fees shall continue to accrue but
shall remain unpaid until such time as the Bankruptcy Court directs that such amounts may be paid” 
  
 and (c) replacing clause 2(ii) to the proviso in Section 6.10(a) in its entirety with the following: “(ii) in the Century-ML Entities other than Investments permitted by clause (xi) above”. 
  
 Section 3. Waivers. 
  
 (a) Each DIP Lender hereby waives any Default or Event of Default arising
under Section 7.01(c) or Section 7.01(d) of the DIP Credit Agreement, solely to the extent that such Default or Event of Default arises as a result of any Loan Party having made any Investments of the type described in clause (xi) of Section 6.10(a)
of the DIP Credit Agreement as amended hereby in the Century-ML Entities prior to the date hereof (the “Century-ML Default”); provided that any such Investments made prior to April 1, 2003 shall have been reimbursed in full
to such Loan Party as of the date hereof, it being understood and agreed that any such Investments made on or following April 1, 2003 shall be reimbursed to the relevant Loan Party in accordance with Section 6.10(a)(xi) of the DIP Credit Agreement
as amended hereby; provided, further, that the parties hereby acknowledge and agree that notwithstanding anything otherwise to the contrary, (x) any Century-ML Management Fees and (y) certain fees and expenses that have been paid by a
Loan Party on behalf of a Century-ML Entity in an amount not to exceed $50,000, shall remain accrued but unpaid until such time as the Bankruptcy Court directs that such amounts may be paid. 
  
 (b) In connection with the waiver granted under subsection (a) above,

  

 2 








 each DIP Lender hereby agrees to permit the relevant Borrower to continue the outstanding Borrowings of Eurodollar Loans
of such Borrower set forth below for an additional Interest Period pursuant to Section 2.13 of the DIP Credit Agreement as if the Century-ML Default had not occurred or been continuing at the time of such continuation: 
  

	 	•	 	Borrower: Century-TCI California, L.P.; Amount of Borrowing: $22,000,000; Interest Period End Date: April 28, 2003 

  

	 	•	 	Borrower: Arahova Communications, Inc.; Amount of Borrowing: $7,000,000; Interest Period End Date: April 28, 2003 

  
 The relevant Borrower shall also be deemed to have given the necessary notice required under
Section 2.13 to continue such Borrowings of Eurodollar Loans for an additional Interest Period. 
  
 (c) In connection with the waiver granted under subsection (a) above, each DIP Lender hereby waives any Default or Event of Default arising under Section
7.01(a) or Section 7.01(d) of the DIP Credit Agreement, solely to the extent that such Default or Event of Default arises as a result of the extension of credit by a DIP Lender and/or any Fronting Bank pursuant to a Credit Event, including without
limitation, the issuance on April 21, 2003 of eight individual Letters of Credit in the aggregate outstanding principal amount of $100,000, during the existence and continuation of the Century-ML Default. 
  
 Section 4. 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 5. 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 any section 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 M. Schadt
  


	 	 	 Name: Michael M. 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:
	 	

	 	 	 Name:
 Title:











	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:
	 	             /s/ Bin Laurence


	 	 	 Name: Bin Laurence
 Title: Director



  
  

	CALPERS
		
	 By:
	 	

	 	 	 Name:
 Title:



  
  

	CREDIT LYONNAIS NEW YORK
		
	 By:
	 	

	 	 	 Name:
 Title:



  
  

	 THE FOOTHILL GROUP, INC.

		
	 By:
	 	

	 	 	 Name:
 Title:



  







  

	MORGAN STANLEY SENIOR FUNDING, INC.
		
	 By:
	 	

	 	 	 Name:
 Title:



  

	SUMITOMO MITSUI BANKING CORPORATION
		
	 By:
	 	

	 	 	 Name:
 Title:



  

	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 Advisor
	 	 	 



		
	 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: Asst. Vice President
  



  

	SRF TRADING, INC.


  

		
	 By:
	 	 /s/ Ann E. Morris


	 	 	 Name: Ann E. Morris
 Title: Asst. 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 Advisor 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:
	 	

	 	 	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:
	 	

	 	 	 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:
	 	 /s/ Alan Corkish


	 	 	Name: Alan Corkish
	 	 	Title: Director


  

	BRYN MAWR CLO, LTD.
	 By:
	 	Deerfield Capital Management LLC as its Collateral Manager


  

	
	

	Name:
	Title:


  
  

	GULF STREAM CDO 2002-I
	 By:
	 	Gulf Stream Asset Management, LLC as Collateral Manager



	
	

	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:
	 	 /s/ Jill Hall


	 	 	Name: Jill Hall
	 	 	Title: Vice President


  

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


  

	
	

	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 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:
	 	 Olymus 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:
	 	 Olymus 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:
	 	 Parnassos Communications, L.P., its general
 partner

	 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 Holdings, L.P., its general
 partner

	 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,
LLC

		
	 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
	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