Amend. No. 1,  dated as of May 10, 2004, to the Restated Security Pledge Agrmt



 EXHIBIT 10.2 
  
 AMENDMENT NO. 1 TO AMENDED AND RESTATED 
 SECURITY AND PLEDGE AGREEMENT 
  
 AMENDMENT NO. 1, dated as of May 10, 2004 (this “Amendment”) to the Amended and Restated Security and Pledge Agreement dated as of August 26, 2002 (as amended and in effect immediately prior to the effectiveness of this
Amendment, the “Security and Pledge Agreement”) among each of the LOAN PARTIES from time to time party thereto and CITICORP NORTH AMERICA, INC., as Collateral Agent (with its successors in such capacity, the “Collateral
Agent”). 
  
 W I T N E S S E T H : 
  
 WHEREAS, the parties hereto desire to amend certain provisions of the
Security and Pledge Agreement as set forth herein; 
  
 WHEREAS,
contemporaneously with the execution and delivery of this Amendment, the Loan Parties, certain financial institutions (with their respective successors, the “DIP Lenders”), JPMorgan Chase Bank, 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, the 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, are entering into a Second Amended and Restated Credit and Guaranty Agreement dated as of the date hereof (as amended, modified or supplemented from time to
time, the “Second Amended and Restated DIP Credit Agreement”); and 
  
 WHEREAS, it is a condition precedent to the effectiveness of the Second Amended and Restated DIP Credit Agreement that the parties hereto enter into this Amendment. 
  
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 Section 1. Definitions; References. Unless otherwise
specifically defined herein, each capitalized term used herein shall have the meaning assigned to such term in the Security and Pledge Agreement. 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 Security and Pledge Agreement shall, after the effectiveness of this Amendment, refer to Security and Pledge
Agreement as amended hereby. 
  

 1 








 Section 2. Amendment of Section 15(a). Section 15(a) of the Security and Pledge Agreement
shall be amended by adding the following proviso immediately after the “finally” clause contained therein: 
  
 “provided that any cash held as collateral security for a Loan Party’s Reimbursement Obligations with respect to any
Letter of Credit outstanding after the Maturity Date in accordance with the first sentence of Section 2.04(d) of the Amended and Restated DIP Credit Agreement (“Extended L/C Obligations”) shall be applied first to pay the
unpaid interest accrued on the Secured Obligations of such Loan Party constituting Extended L/C Obligations, until payment in full of all such interest shall have been made, second to pay the unpaid principal of such Extended L/C Obligations
(or provide for the payment thereof pursuant to Section 15(b)), until payment in full of the principal of all such Extended L/C Obligations of such Loan Party shall have been made (or so provided for), and thereafter shall be applied in accordance
with the provisions set forth above.” 
  
 Section 3.
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 4. 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 on the Restatement Effective
Date (as defined in the Second Amended and Restated DIP Credit Agreement). 
  

 2 








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

			
	 CITICORP NORTH AMERICA, INC., as
Collateral Agent

		
	 By:
	 	 /s/ MICHAEL M. SCHADT


	 	 	 Name: Michael M. Schadt

	 	 	 Title: Vice President—Asset Based Finance











			
	 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 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.

	
	 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/ VANESSA A. WITTMAN


	 	 	 Name:    Vanessa A. Wittman

	 	 	 Title:      Executive Vice President and
               Chief Financial Officer