Exhibit 10.1


AMENDMENT
NO. 5 AND WAIVER TO THIRD AMENDED AND

RESTATED CREDIT AND GUARANTY AGREEMENT


AMENDMENT
NO. 5 AND WAIVER, dated as of
December 21, 2005 (this “Amendment”) to
the Third Amended and Restated Credit and Guaranty Agreement, dated as of February
25, 2005 (as in effect immediately prior to the effectiveness of this
Amendment, the “DIP Credit Agreement”), among UCA LLC, CENTURY CABLE HOLDINGS,
LLC, CENTURY-TCI
CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS,
LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS,
INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the
Guarantors party thereto, JPMORGAN CHASE BANK,
N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP
GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL
ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.


W I T N E S S E T H:


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


NOW,
THEREFORE, the parties hereto agree as follows:


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


Section 2.              Amendment to
Section 6.10(a) of DIP Credit Agreement.  Section 6.10(a) of the DIP Credit Agreement
is hereby amended by deleting the language “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” contained in clause (xi)(2) of said
Section 6.10(a) and replacing such deleted language with the following:


 





















 


“when taken together with the
amount of all other Investments made by the Parent or a Holding Company
Guarantor, as applicable, in the Century-ML Entities that have not previously
been repaid by the Century-ML Entities to the Parent or such Holding Company
Guarantor, as applicable, does
not exceed $10,000,000 in the aggregate”.


Section 3.              Waiver Under
Section 7.01(l) of DIP Credit Agreement.  Without limiting the terms set forth in
Section 6 of Amendment No. 1 and Waiver, dated as of October 30, 2002, to that
certain Amended and Restated Credit and Guaranty Agreement, dated as of August
26, 2002, by and among the Loan Parties and the other parties named therein, each
DIP Lender hereby waives any Default or Event of Default arising under Section
7.01(l) of the DIP Credit Agreement, solely to the extent that any such Default
or Event of Default arises out of any Pre-Petition Payment made by any Loan
Party to the City of Los Angeles or
any related governmental agency or entity in connection with the settlement of
certain disputes between certain of the Loan Parties and the City of Los
Angeles relating to alleged past non-compliance by certain of the Loan Parties
with certain local franchise obligations (the “LA Settlement”), including, without limitation, any
Pre-Petition Payment made by the Loan Parties in connection with (a) the audit
of the franchise fees paid by certain of the Loan Parties to the City of Los
Angeles through December 31, 2004 and (b) audits of the compliance by certain of the Loan Parties with their local franchise commitments
in respect of public, educational and government access, technical standards
and customer service, and consumer protection standards, it
being understood and agreed that the effectiveness of the waiver set forth in
this Section 3 shall be conditioned upon (i) the receipt by the Loan Parties of
an order of the Bankruptcy Court approving the terms of the LA Settlement, and
if the Bankruptcy Court does not issue an order approving the terms of the LA
Settlement, the waiver set forth in this Section 3 shall be null and void and
of no further force or effect and (ii) the delivery by the Loan Parties to the
Co-Lead Arrangers of an executed copy of the settlement agreement setting forth
the terms and conditions of the LA Settlement, which settlement agreement,
including the amount to be paid by the Loan Parties pursuant to the terms
thereof, must be reasonably satisfactory to the Co-Lead Arrangers.  Without limiting the foregoing, each DIP
Lender hereby acknowledges and agrees that any Pre-Petition Payment made by any
Loan Party in respect of the LA Settlement shall not count against or otherwise
reduce the aggregate dollar amount of Pre-Petition Payments that the Loan
Parties are permitted to make under Section 7.01(l)(x) of the DIP Credit
Agreement without obtaining the prior written consent of the Required DIP
Lenders.


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.  This Amendment shall be deemed
effective in the case of any party as to which an executed counterpart shall
not have been received, if the Administrative Agent shall have received
telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party.  The Administrative Agent shall promptly
notify the Loan Parties and the DIP Lenders of the effectiveness of this
Amendment, and such notice shall be conclusive and binding on all parties
hereto.


 





















 


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


 


	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William A. Austin

  
	
   

  	
   

  	
  Name: William A. Austin

  
	
   

  	
   

  	
  Title: VP

  



 





















 


	
   

  	
  CITICORP NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Washburn

  
	
   

  	
   

  	
  Name: William Washburn

  
	
   

  	
   

  	
  Title: Director/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/ Stephen C. Levi

  
	
   

  	
   

  	
  Name: Stephen C. Levi

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William E. Livingstone, IV

  
	
   

  	
   

  	
  Name: William E. Livingstone, IV

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip F. Carfora

  
	
   

  	
   

  	
  Name: Philip F. Carfora

  
	
   

  	
   

  	
  Title: Duly Authorized Signatory

  



 





















 


	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS BRANCH

  (Formerly known as Credit First Boston, acting through its Cayman Islands
  Branch)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael A. Criscito

  
	
   

  	
   

  	
  Name: Michael A. Criscito

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Megan Kane

  
	
   

  	
   

  	
  Name: Megan Kane

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anca Trifan

  
	
   

  	
   

  	
  Name: Anca Trifan

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith C. Braun

  
	
   

  	
   

  	
  Name: Keith C. Braun

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  THE FOOTHILL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Dixon

  
	
   

  	
   

  	
  Name: Sean Dixon

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  



 





















 


	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BAYERISCHE HYPO- und VEREINSBANK AG, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Miriam Trautmann

  
	
   

  	
   

  	
  Name: Miriam Trautmann

  
	
   

  	
   

  	
  Title: Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LoriAnn Curnyn

  
	
   

  	
   

  	
  Name: LoriAnn Curnyn

  
	
   

  	
   

  	
  Title: Managing Director

  



 





















 


	
   

  	
  CIT LENDING SERVICES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Pleshay

  
	
   

  	
   

  	
  Name: Scott Pleshay

  
	
   

  	
   

  	
  Title: VP

  



 





















 


	
  NAME OF LENDER:

  	
  Protective Life Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane S. Griswold

  
	
   

  	
   

  	
  Name: Diane S. Griswold

  
	
   

  	
   

  	
  Title: AVP

  



 





















 


FIDELITY ADVISOR SERIES II: 

FIDELITY ADVISOR FLOATING RATE HIGH

INCOME FUND


	
  By:

  	
  /s/ John H. Costello

  
	
   

  	
  Name: John H. Costello

  
	
   

  	
  Title: Assistant Treasurer

  



 


FIDELITY CENTRAL INVESTMENT
PORTFOLIOS LLC:

FIDELITY FLOATING RATE CENTRAL INVESTMENT

PORTFOLIO


	
  By:

  	
  /s/ John H. Costello

  
	
   

  	
  Name: John H. Costello

  
	
   

  	
  Title: Assistant Treasurer

  



 


BALLYROCK CLO III LIMITED,

BY: BALLYROCK INVESTMENT ADVISORS, LLC,

AS COLLATERAL MANAGEMENT


	
  By:

  	
  /s/ Lisa Rymut

  
	
   

  	
  Name: Lisa Rymut

  
	
   

  	
  Title: Assistant Treasurer

  



 


LOAN FUNDING I, LLC, a
wholly owned subsidiary of Citibank, N.A.


By: TCW Advisors, Inc., as
Portfolio Manager of Loan Funding I, LLC


	
  By:

  	
  /s/ Stephen Suo

  
	
   

  	
  Name: Stephen Suo

  
	
   

  	
  Title: Vice President

  



 


	
  By:

  	
  /s/ G. Wayne Hosang

  
	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
  Title: Vice President

  



 





















 


FIRST 2004-II CLO, LTD.


By: TCW Advisors, Inc., its
Collateral Manager


	
  By:

  	
  /s/ Stephen Suo-

  
	
   

  	
  Name: Stephen Suo

  
	
   

  	
  Title: Vice President

  



 


	
  By:

  	
  /s/ G. Wayne Hosang

  
	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
  Title: Vice President

  



 


FIRST 2004-I CLO, LTD.


By: TCW Advisors, Inc., its
Collateral Manager


	
  By:

  	
  /s/ Stephen Suo

  
	
   

  	
  Name: Stephen Suo

  
	
   

  	
  Title: Vice President

  



 


	
  By:

  	
  /s/ G. Wayne Hosang

  
	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
  Title: Vice President

  



 


TCW SELECT LOAN FUND,
LIMITED


By: TCW Advisors, Inc., its
Collateral Manager


	
  By:

  	
  /s/ Stephen Suo

  
	
   

  	
  Name: Stephen Suo

  
	
   

  	
  Title: Vice President

  



 


	
  By:

  	
  /s/ G. Wayne Hosang

  
	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
  Title: Vice President

  



 





















 


TCW SENIOR SECURED LOAN FUND


By: TCW Advisors, Inc., its
Investment Advisor


	
  By:

  	
  /s/ Stephen Suo

  
	
   

  	
  Name: Stephen Suo

  
	
   

  	
  Title: Vice President

  



 


	
  By:

  	
  /s/ G. Wayne Hosang

  
	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
  Title: Vice President

  



 


VELOCITY CLO, LTD.


By: TCW Advisors, Inc., its
Collateral Manager


	
  By:

  	
  /s/ Stephen Suo

  
	
   

  	
  Name: Stephen Suo

  
	
   

  	
  Title: Vice President

  



 


	
  By:

  	
  /s/ G. Wayne Hosang

  
	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
  Title: Vice President

  



 


CELERITY CLO LIMITED


By: TCW Advisors, Inc., as
Agent


	
  By:

  	
  /s/ Stephen Suo

  
	
   

  	
  Name: Stephen Suo

  
	
   

  	
  Title: Vice President

  



 


	
  By:

  	
  /s/ G. Wayne Hosang

  
	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
  Title: Vice President

  



 





















 


DARIEN LOAN FUNDING COMPANY


By: TCW Advisors, as its
Interim Collateral Manager


	
  By:

  	
  /s/ Stephen Suo

  
	
   

  	
  Name: Stephen Suo

  
	
   

  	
  Title: Vice President

  



 


	
  By:

  	
  /s/ G. Wayne Hosang

  
	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
  Title: Vice President

  



 


DINOSAUR SPIRET LOAN TRUST


By: Wilmington Trust Company
not in its individual capacity

but solely as trustee


	
  By:

  	
  /s/ Rachel L. Simpson

  
	
   

  	
  Name: Rachel L. Simpson

  
	
   

  	
  Title: Financial Services Officer

  



 





















 


LOAN
PARTIES:


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


 


ARAHOVA
COMMUNICATIONS, INC.


 


ARAHOVA
HOLDINGS, LLC


 


By:          Olympus Cable Holdings, LLC, its sole member


By:            Olympus Subsidiary, LLC, its sole member


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


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


 


BADGER
HOLDING CORPORATION


 


BETTER
TV, INC. OF BENNINGTON


 


BLACKSBURG/SALEM
CABLEVISION, INC.


 


BRAZAS
COMMUNICATIONS, INC.


 


BUENAVISION
TELECOMMUNICATIONS, INC.


 


CABLE
SENRY CORPORATION


 


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 TELEVISION CORP.


 


CENTURY
NORWICH CORP.


 


CENTURY
OHIO CABLE TELEVISION CORP.


 


CENTURY
OREGON CABLE CORP.


 


CENTURY
PACIFIC CABLE TV, INC.


 


CENTURY
PROGRAMMING, INC.


 


CENTURY
REALTY CORP.


 


CENTURY
SHASTA CABLE TELEVISION CORP.


 


CENTURY
SOUTHWEST COLORADO CABLE TELEVISION CORP.


 


CENTURY-TCI
CALIFORNIA COMMUNICATIONS, L.P.


 


By:            Century Exchange LLC, its general partner


By:            Century Cable Holding Corp., its sole member


 


CENTURY-TCI
CALIFORNIA, L.P.


 


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


By                Century Exchange LLC, its general partner


By:            Century Cable Holding Corp., its sole member


 





















 


CENTURY-TCI
DISTRIBUTION COMPANY, LLC


 


By:            Century Exchange LLC, its general partner


By:            Century Cable Holding Corp., its sole member


 


CENTURY-TCI
HOLDINGS, LLC


 


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


By                Century Exchange LLC, its general partner


By:            Century Cable Holding Corp., its sole member


 


CENTURY
TRINIDAD CABLE TELEVISION CORP.


 


CENTURY
VIRGINIA CORP.


 


CENTURY
VOICE AND DATA COMMUNICATIONS, INC.


 


CENTURY
WARRICK CABLE CORP.


 


CENTURY
WASHINGTON CABLE TELEVISION, INC.


 


CENTURY
WYOMING CABLE TELEVISION CORP.


 


CHELSEA
COMMUNICATIONS, INC.


 


CHELSEA
COMMUNICATIONS, LLC


 


By:            Olympus Cable Holdings, LLC, its sole member


By:            Olympus Subsidiary, LLC, its sole member


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


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


 


CHESTNUT
STREET SERVICES, LLC


 


By:            ACC Operations, Inc., its sole member


 





















 


CLEAR
CABLEVISION, INC.


 


CMA
CABLEVISION ASSOCIATES VII, L.P.


 


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


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


By:            Century Cable Holdings, LLC, its sole member


By:            Century Cable Holding Corp., its managing general
partner


 


CMA
CABLEVISION ASSOCIATES XI, LIMITED PARTNERSHIP


 


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


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


By:            Century Cable Holdings, LLC, its sole member


By:            Century Cable Holding Corp., its managing general
partner


 


CORAL
SECURITY, INC.


 


COWLITZ
CABLEVISION, INC.


 


CP-MDU
I LLC


 


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


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


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


 


CP-MDU
II LLC


 


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


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


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


 


E.&
E. CABLE SERVICE, INC.


 





















 


EASTERN
VIRGINIA CABLEVISION HOLDINGS, LLC


 


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


By:            TMC Holdings Corporation, its general partner


 


EASTERN
VIRGINIA CABLEVISION, L.P.


 


By:            TMC Holdings Corporation, its general partner


 


EMPIRE
SPORTS NETWORK, L.P.


 


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


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


By:            ACC Operations, Inc., its sole member


 


FAE
CABLE MANAGEMENT CORP.


 


FOP
INDIANA, L.P.


 


By:            FrontierVision Cable New England, Inc., its general
partner


 


FRONTIERVISION
ACCESS PARTNERS, LLC


 


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


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


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


By:            Adelphia GP Holdings, LLC, its general partner


By:            ACC Operations, Inc., its sole member


 


FRONTIERVISION
CABLE NEW ENGLAND, INC.


 





















 


FRONTIERVISION
CAPITAL CORPORATION


 


FRONTIERVISION
HOLDINGS CAPITAL CORPORATION


 


FRONTIERVISION
HOLDINGS CAPITAL II CORPORATION


 


FRONTIERVISION
HOLDINGS L.L.C.


 


By:            FrontierVision Partners, L.P., its sole member


By:            Adelphia GP Holdings, LLC, its general partner


By:            ACC Operations, Inc., its sole member


 


FRONTIERVISION
HOLDINGS L.P.


 


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


By:            Adelphia GP Holdings, LLC, its general partner


By:            ACC Operations, Inc., its sole member


 


FRONTIERVISION
OPERATING PARTNERS L.L.C.


 


By:            FrontierVision Holdings, L.P., its sole member


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


By:            Adelphia GP Holdings, LLC, its general partner


By:            ACC Operations, Inc., its sole member


 


FRONTIERVISION
OPERATING PARTNERS L.P.


 


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


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


By:            Adelphia GP Holdings, LLC, its general partner


By:            ACC Operations, Inc., its sole member


 





















 


FRONTIERVISION
PARTNERS L.P.


 


By:            Adelphia GP Holdings, LLC,
its general partner


By:            ACC Operations, Inc., its
sole member


 


FT.
MYERS ACQUISITION LIMITED PARTNERSHIP


 


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


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


 


FT.
MYERS CABLEVISION, LLC


 


By:            Ft. Myers Acquisition Limited Partnership, its sole
member


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


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


 


GENESIS
CABLE COMMUNICATIONS SUBSIDIARY, L.L.C.


 


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


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


 


GLOBAL
ACQUISITION PARTNERS, L.P.


 


By:            Global Cablevision II, LLC, its general partner


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


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


 


GLOBAL
CABLEVISION II, LLC


 


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


By:            ACC Operations, Inc., its managing partner


 





















 


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.


 


PALM
BEACH GROUP CABLE, 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
DISTRIBUTION COMPANY I, LLC


 


By:            Adelphia Western New York Holdings, LLC, its sole
member and managing member


By:            ACC Operations, Inc., 

its sole member and managing member


 





















 


PARNASSOS
DISTRIBUTION COMPANY II, LLC


 


By:            Montgomery Cablevision, Inc.,

its sole member and managing 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/ Vanessa A. Wittman

  
	
   

  	
   

  	
  Name:

  	
  Vanessa A. Wittman

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer