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Exhibit 10.1  


 
 

AMENDMENT NO. 2 TO SECOND AMENDED AND
  RESTATED CREDIT AND GUARANTY AGREEMENT    
    


        AMENDMENT NO. 2, dated as of September 24, 2004 (this
"Amendment") to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004 (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, 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 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.    Extended Time Period for Delivery of Certain Financial
Statements.    Section 5.01(a)(x) of the DIP Credit Agreement is hereby amended to replace the parenthetical phrase "(but, in the case of the 2002 and
2003 fiscal years, no later than September 30, 2004)" contained in the second line thereof with the parenthetical phrase "(but, in the case of the 2002 and 2003 fiscal years, (I) with
respect to the financial statements required to be delivered pursuant to clause (A) immediately below, no later than December 31, 2004, and (II) with respect to the financial
statements required to be delivered pursuant to clause (B) immediately below, no later than February 28, 2005)". 


        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. Subject to the terms of the immediately following sentence, 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:	
 	

    
 Name:

Title:
	

 	
 	

CITICORP NORTH AMERICA, INC.
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

WACHOVIA BANK, N.A.
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

THE BANK OF NOVA SCOTIA
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

GENERAL ELECTRIC CAPITAL CORPORATION
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 









	

 	
 	

DEUTSCHE BANK AG NEW YORK BRANCH
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

THE FOOTHILL GROUP, INC.
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

CALYON
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

BANK OF MONTREAL
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

BAYERISCHE HYPO-und VEREINSBANK AG, NEW YORK BRANCH
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

THE TRAVELERS INSURANCE COMPANY
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 









	

 	
 	

SATELLITE SENIOR INCOME FUND, LLC
	

 	
 	

By:	
 	

Satellite Asset Management, L.P. Its Investment Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

SUMITOMO MITSUI BANKING CORPORATION
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

EATON VANCE SENIOR INCOME TRUST
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

EATON VANCE CDO III, LTD.
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

EATON VANCE CDO IV, LTD.
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

COSTANTINUS EATON VANCE CDO V, LTD.
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 









	

 	
 	

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

EATON VANCE LIMITED DURATION INCOME FUND
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

EATON VANCE FLOATING-RATE INCOME TRUST
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

TOLLI & CO.
	

 	
 	

By:	
 	

Eaton Vance Management as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

GRAYSON & CO
	

 	
 	

By:	
 	

Boston Management and Research as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 









	

 	
 	

SENIOR DEBT PORTFOLIO
	

 	
 	

By:	
 	

Boston Management and Research as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

SPCP GROUP LLC
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

SUNAMERICA SENIOR FLOATING RATE FUND INC.
	

 	
 	

By:	
 	

Stanfield Capital Partners LLC as its subadvisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

AURM CLO 2002-1 LTD.
	

 	
 	

By:	
 	

Stein Roe & Farnham Incorporated, as Investment Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

AIM FLOATING RATE FUND
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc. as Attorney in Fact
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 










	

 	
 	

CHARTER VIEW PORTFOLIO
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc. as Investment Advisor
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

DIVERSIFIED CREDIT PORTFOLIO LTD.
	

 	
 	

By:	
 	

INVESCO Senior Secured Management, Inc. as Investment Adviser
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

TCW SELECT LOAN FUND, LIMITED
	

 	
 	

By:	
 	

TCW Advisors, Inc., as its Collateral Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

C-SQUARED CDO LTD.
	

 	
 	

By:	
 	

TCW Advisors, Inc., as its Portfolio Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

SRF 2000 LLC
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

SRF TRADING, INC.
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 









	

 	
 	

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
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

GOLDMAN SACHS CREDIT PARTNERS L.P.
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

REGIMENT CAPITAL, LTD
	

 	
 	

By:	
 	

Regiment Capital Management, LLC as its Investment Advisor
	

 	
 	

By:	
 	

Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

PRESIDENT & FELLOWS OF HARVARD COLLEGE
	

 	
 	

By:	
 	

Regiment Capital Management, LLC as its Investment Advisor
	

 	
 	

By:	
 	

Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

LIBERTYVIEW FUNDS, L.P.
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 









	

 	
 	

LONG LANE 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:	
 	

Babson Capital Management LLC, as Investment Adviser
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 









	

 	
 	

MAPLEWOOD (CAYMAN) LIMITED
	

 	
 	

By:	
 	

Babson Capital Management LLC, under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

BRYN MAWR CLO, LTD.
	

 	
 	

By:	
 	

Deerfield Capital Management LLC as its Collateral Manager
	

 	
 	

    
 Name:

Title:
	

 	
 	

GULF STREAM-COMPASS LO 2002-I LTD
	

 	
 	

By:	
 	

Gulf Stream Asset Management, LLC as Collateral Manager
	

 	
 	

    
 Name:

Title:
	

 	
 	

GULF STREAM-COMPASS CLO 2003-I LTD
	

 	
 	

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 IV
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

TORONTO DOMINION (TEXAS), INC.
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

NOMURA BOND & LOAN FUND
	

 	
 	

By:	
 	

UFJ Trust Company of New York as Trustee
	

 	
 	

By:	
 	

Nomura Corporate Research and Asset Management, Inc., Attorney in Fact
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

CLYDESDALE CLO 2001-1, LTD
	

 	
 	

By:	
 	

Nomura Corporate Research and Asset Management, Inc., as Collateral Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

CLYDESDALE CLO 2003 LTD
	

 	
 	

By:	
 	

Nomura Corporate Research and Asset Management, Inc., as Collateral Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 









	

 	
 	

CLYDESDALE CLO 2004 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:












	 	 	PAMCO CAYMAN LTD.
	

 	
 	

By:	
 	

Highland Capital Management, L.P., as Collateral Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

PAM CAPITAL FUNDING L.P.
	

 	
 	

By:	
 	

Highland Capital Management, L.P., as Collateral Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

RESTORATION FUNDING CLO, LTD.
	

 	
 	

By:	
 	

Highland Capital Management, L.P. Collateral Manager
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

CHAMPLAIN CLO, LTD
	

 	
 	

By:	
 	

    
 Name:

Title:
	

NAME OF LENDER:	
 	

    

	

 	
 	

By:	
 	

    
 Name:

Title:
	

NAME OF LENDER:	
 	

    

	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

By:	
 	

    
 Name:

Title:
	 	 	 	 	 










	

 	
 	

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:	
 	

    
 Name:  Vanessa A. Wittman

Title:    Executive Vice President and Chief

             Financial Officer













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AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT