AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT
EXHIBIT 10.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED
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, X.X. Xxxxxx 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 | ||
| By: |
/s/ XXXXXXX X. XXXXXX | |
| Name: Xxxxxxx X. Xxxxxx | ||
| 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 | ||
| 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. Xxxxx Cablevision, LLC, its sole member | |
| By: |
Ft. Xxxxx 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. Xxxxx Cablevision, LLC, its sole member | |
| By: |
Ft. Xxxxx 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: |
Xxxxxxxxx Media, Inc., its sole member | |
| ADELPHIA CABLEVISION OF SAN BERNADINO, LLC | ||
| By: |
Clear Cablevision, Inc., its sole member | |
| ADELPHIA CABLEVISION OF SANTA XXX, 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. Xxxxx Cablevision, L.L.C., its sole member | |
| By: |
Ft. Xxxxx 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. | ||
| XXXXXX COMMUNICATIONS, INC. | ||
| BUENAVISION TELECOMMUNICATIONS, INC. | ||
| CABLE SENRY CORPORATION | ||
| CALIFORNIA AD SALES, LLC | ||
| By: |
Ft. Xxxxx Cablevision, L.L.C., its sole member | |
| By: |
Ft. Xxxxx 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 XXXXXX 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 | ||
| 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 XXXXXXX 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. XXXXX ACQUISITION LIMITED PARTNERSHIP | ||
| By: |
Olympus Communications, L.P., its general partner | |
| By: |
ACC Operations, Inc., its managing general partner | |
| FT. XXXXX CABLEVISION, LLC | ||
| By: |
Ft. Xxxxx 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 | |
| XXXXXX 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. | ||
| XXXXXXXXX MEDIA, INC. | ||
| XXXXXXXXX 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 | |
| XXXXXXXXXX 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. | ||
| XXXXXXXX/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 | ||
| 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 XXXXXXXX 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. | ||
| XXXXXXX CABLEVISION, INC. | ||
| XXXXXXX 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/ XXXXXXX X. XXXXXXX | |||
| Name: Xxxxxxx X. Xxxxxxx | ||||
| Title: Executive Vice President and Chief Financial Officer | ||||
