AMENDMENT NO. 6 AND WAIVER UNDER AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

EXHIBIT 10.02

AMENDMENT NO. 6 AND WAIVER UNDER

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 6 and WAIVER dated as of May 7, 2003 (this “Amendment”) under the Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (as amended and in effect immediately prior to the effectiveness of this Amendment, the “DIP Credit Agreement”), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, X.X. XXXXXX SECURITIES INC. and XXXXXXX XXXXX BARNEY INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP USA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, FLEET NATIONAL BANK, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

W I T N E S S E T H :

WHEREAS, the parties hereto desire to amend the DIP Credit Agreement as set forth herein and waive certain Defaults and Events of Default arising under the DIP Credit Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

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

Section 2. Provisions Regarding Investments In Century-ML Entities. Section 6.10(a) of the DIP Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (ix) thereof and replacing it with a comma, (b) adding the word “and” and the following new clause (xi) at the end of clause (x) thereof:

“(xi) any Investment by the Parent or any other Holding Company

Guarantor in Century/ML Cable Venture, a New York joint venture (“Century Venture”), Century-ML Cable Corporation, a Delaware corporation, or any of their respective Subsidiaries or joint ventures (collectively, the “Century-ML Entities”), so long as such Investment (1) consists only of the payment by the Parent or another Holding Company Guarantor pursuant to, and in accordance with, the centralized cash management practices of the Parent Group as in effect on the date of Amendment No. 6 to this Agreement, of programming expenses and other general operating expenses, whether direct or indirect, of the Century-ML Entities, incurred in the ordinary course of business, and (2) is reimbursed in full by the Century-ML Entities to the Parent or the relevant Holding Company Guarantor, as the case may be, within 30 calendar days following the end of the calendar month in which such Investment is made; provided, however, that notwithstanding anything otherwise to the contrary, an “Investment” shall not include any management fees payable by any of the Century-ML Entities to the Parent or another Holding Company Guarantor (the “Century-ML Management Fees”), it being understood and agreed that the Century-ML Management Fees shall continue to accrue but shall remain unpaid until such time as the Bankruptcy Court directs that such amounts may be paid”

and (c) replacing clause 2(ii) to the proviso in Section 6.10(a) in its entirety with the following: “(ii) in the Century-ML Entities other than Investments permitted by clause (xi) above”.

Section 3. Waivers.

(a) Each DIP Lender hereby waives any Default or Event of Default arising under Section 7.01(c) or Section 7.01(d) of the DIP Credit Agreement, solely to the extent that such Default or Event of Default arises as a result of any Loan Party having made any Investments of the type described in clause (xi) of Section 6.10(a) of the DIP Credit Agreement as amended hereby in the Century-ML Entities prior to the date hereof (the “Century-ML Default”); provided that any such Investments made prior to April 1, 2003 shall have been reimbursed in full to such Loan Party as of the date hereof, it being understood and agreed that any such Investments made on or following April 1, 2003 shall be reimbursed to the relevant Loan Party in accordance with Section 6.10(a)(xi) of the DIP Credit Agreement as amended hereby; provided, further, that the parties hereby acknowledge and agree that notwithstanding anything otherwise to the contrary, (x) any Century-ML Management Fees and (y) certain fees and expenses that have been paid by a Loan Party on behalf of a Century-ML Entity in an amount not to exceed $50,000, shall remain accrued but unpaid until such time as the Bankruptcy Court directs that such amounts may be paid.

(b) In connection with the waiver granted under subsection (a) above,

2

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

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

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

The relevant Borrower shall also be deemed to have given the necessary notice required under Section 2.13 to continue such Borrowings of Eurodollar Loans for an additional Interest Period.

(c) In connection with the waiver granted under subsection (a) above, each DIP Lender hereby waives any Default or Event of Default arising under Section 7.01(a) or Section 7.01(d) of the DIP Credit Agreement, solely to the extent that such Default or Event of Default arises as a result of the extension of credit by a DIP Lender and/or any Fronting Bank pursuant to a Credit Event, including without limitation, the issuance on April 21, 2003 of eight individual Letters of Credit in the aggregate outstanding principal amount of $100,000, during the existence and continuation of the Century-ML Default.

Section 4. GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE.

Section 5. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders. In the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of any section of this Amendment, and such notice shall be conclusive and binding on all parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

JPMORGAN CHASE BANK
By:		/s/    Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx Title: Vice President

CITICORP USA, INC.
By:		/s/    Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Vice President

WACHOVIA BANK, N.A.
By:		/s/    Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Managing Director

THE BANK OF NOVA SCOTIA
By:		/s/ Xxxxxxxxxxx Xxxx
		Name: Xxxxxxxxxxx Xxxx
		Title: Director
FLEET NATIONAL BANK
By:		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Authorized Officer

BANK OF AMERICA, N.A.

By:

Name:

Title:

GENERAL ELECTRIC CAPITAL CORPORATION
By:		/s/ Xxxxxxxxxxx Xxx
		Name: Xxxxxxxxxxx Xxx Title: Duly Authorized Signatory

THE TRAVELERS INSURANCE COMPANY

By:

Name:

Title:

BANK OF MONTREAL
By:		/s/ Bin Xxxxxxxx
		Name: Bin Xxxxxxxx Title: Director

CALPERS

By:

Name:

Title:

CREDIT LYONNAIS NEW YORK

By:

Name:

Title:

THE FOOTHILL GROUP, INC.

By:

Name:

Title:

XXXXXX XXXXXXX SENIOR FUNDING, INC.

By:

Name:

Title:

SUMITOMO MITSUI BANKING CORPORATION

By:

Name:

Title:

BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH
By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx Title: Director

By:		/s/ Xxxx Xxxx
		Name: Xxxx Xxxx Title: Associate Director

XXXXX XXXXX SENIOR INCOME TRUST
By:		Xxxxx Xxxxx Management as Investment Advisor

By:

Name:

Title:

XXXXX XXXXX CDO III, LTD.
By:		Xxxxx Xxxxx Management as Investment Advisor

By:

Name:

Title:

XXXXX XXXXX CDO IV, LTD.
By:		Xxxxx Xxxxx Management as Investment Advisor

By:

Name:

Title:

COSTANTINUS XXXXX XXXXX CDO V, LTD.
By:		Xxxxx Xxxxx Management as Investment Advisor

By:

Name:

Title:

SPCP GROUP LLC

By:

Name:

Title:

SUNAMERICA SENIOR FLOATING RATE FUND INC.
By:		Xxxxxxxxx Capital Partners LLC as its     subadvisor

By:

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS

By:

Name:

Title:

AURM CLO 2002-1 LTD.
By:		Xxxxx Xxx & Xxxxxxx Incorporated, as     Investment Manager

By:

Name:

Title:

AIM FLOATING RATE FUND
By:		INVESCO Senior Secured Management, Inc. as Attorney in Fact

By:

Name:

Title:

CHARTER VIEW PORTFOLIO
By:		INVESCO Senior Secured Management, Inc. as Investment Advisor

By:

Name:

Title:

DIVERSIFIED CREDIT PORTFOLIO LTD.
By:		INVESCO Senior Secured Management, Inc. as Investment Advisor

By:

Name:

Title:

TCW SELECT LOAN FUND, LIMITED
By:		TCW Advisors, Inc., as its Collateral Manager

By:

Name:

Title:

By:

Name:

Title:

C-SQUARED CDO LTD.
By:		TCW Advisors, Inc., as its Portfolio Manager

By:

Name:

Title:

SRF 2000 LLC

By:		/s/ Xxx X. Xxxxxx
		Name: Xxx X. Xxxxxx Title: Asst. Vice President

SRF TRADING, INC.

By:		/s/ Xxx X. Xxxxxx
		Name: Xxx X. Xxxxxx Title: Asst. Vice President

CARLYLE HIGH YIELD PARTNERS IV, LTD.

By:

Name:

Title:

FLAGSHIP CLO II

By:

Name:

Title:

AIG SUNAMERICA LIFE ASSURANCE COMPANY (DBA ANCHOR NATIONAL LIFE INSURANCE COMPANY)

By:

Name:

Title:

FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND (161)

By:

Name:

Title:

XXXXXXX XXXXX CREDIT PARTNERS L.P.

By:

Name:

Title:

REGIMENT CAPITAL, LTD
By:		Regiment Capital Management, LLC as its
		Investment Advisor

By:		Regiment Capital Advisor LLC
		its Manager and Pursuant to delegated authority

By:
		Name: Title:
PRESIDENT & FELLOWS OF HARVARD COLLEGE
By:		Regiment Capital ,Management, LLC as its Investment Advisor

By:		Regiment Capital Advisors LLC
		its Manager and Pursuant to delegated authority

By:

Name:

Title:

LIBERTYVIEW FUNDS, L.P

By:

Name:

Title:

LONG XXXXX 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:		Xxxxx X. Xxxxxx & Company Inc., as Investment Adviser

By:

Name:

Title:

MAPLEWOOD (CAYMAN) LIMITED
By:		Xxxxx X. Xxxxxx & Company Inc., under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager

By:

Name:

Title:

BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Director

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

Name:

Title:

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

Name:

Title:

STANWICH LOAN FUNDING LLC

By:

Name:

Title:

RIVIERA FUNDING LLC

By:

Name:

Title:

ATRIUM CDO

By:

Name:

Title:

CSAM FUNDING II

By:

Name:

Title:

TORONTO DOMINION (TEXAS), INC.
By:		/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Vice President

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

Name:

Title:

CLYDESDALE CLO 2001-1, LTD
By:		Nomura Corporate Research and Asset
		Management, Inc., as Collateral Manager

By:

Name:

Title:

IMPERIAL CREDIT ASSET MANAGEMENT

By:

Name:

Title:

CITIBANK, N.A.

By:

Name:

Title:

ACC CABLE COMMUNICATIONS FL-VA, LLC
By:		ACC Cable Holdings VA, Inc., its sole member
ACC CABLE HOLDINGS VA, INc.
ACC HOLDINGS II, LLC
By:		ACC Operations, Inc., its sole member
ACC INVESTMENT HOLDINGS, INC.
ACC OPERATIONS, INC.
ACC TELECOMMUNICATIONS HOLDINGS LLC
By:		ACC Operations, Inc., its sole member
ACC TELECOMMUNICATIONS LLC
By:		ACC Telecommunications Holdings LLC, its sole member
By:		ACC Operations, Inc., its sole member
ACC TELECOMMUNICATIONS OF VIRGINIA LLC
By:		ACC Telecommunications Holdings LLC, its sole member
By:		ACC Operations, Inc., its sole member
ACC-AMN HOLDINGS LLC
By:		ACC Operations, Inc., its sole member
ADELPHIA ACQUISITION SUBSIDIARY, INC.
ADELPHIA ARIZONA, INC.

ADELPHIA BLAIRSVILLE, LLC
By:		Century Communications Corp., its sole member
ADELPHIA CABLE PARTNERS, L.P.
By:		Olympus Cable Holdings, LLC, its Managing General Partner
By:		Olympus Subsidiary, LLC, its sole member
By:		Olympus Communications, L.P., its sole member
By:		ACC Operations, Inc., its managing general partner
ADELPHIA CABLEVISION ASSOCIATES, L.P.
By:		Chelsea Communications, Inc., its general partner
ADELPHIA CABLEVISION CORP.
ADELPHIA CABLEVISION OF BOCA RATON, LLC
By:		Adelphia Cablevision Corp., its sole member
ADELPHIA CABLEVISION OF FONTANA LLC
By:		Clear Cablevision, Inc., its sole member
ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC
By:		Clear Cablevision, Inc., its sole member
ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC
By:		Olympus Communications, L.P., its sole member
By:		ACC Operations, Inc., its managing general partner

ADELPHIA CABLEVISION, LLC
By:		ACC Operations, Inc., its sole member
ADELPHIA CABLEVISION OF NEW YORK, INC.
ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC
By:		Ft. 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
ADELPHIA COMMUNICATIONS, INC.
ARAHOVA HOLDINGS, LLC
By:		Olympus Cable Holdings, LLC, its sole member
By:		Olympus Subsidiary, LLC, its sole member
By:		Olympus Communications, L.P., its sole member
By:		ACC Operations, Inc., its managing general partner
BADGER HOLDING CORPORATION
BETTER TV, INC. OF BENNINGTON
BLACKSBURG/SALEM CABLEVISION, INC.
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 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 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 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:		Olymus Communications, L.P., its sole member
By:		ACC Operations, Inc., its managing general partner

CP-MDU II LLC
By:		Adelphia California Cablevision, L.L.C., its sole member
By:		Olymus Communications, L.P., its sole member
By:		ACC Operations, Inc., its managing general partner

E.& E. CABLE SERVICE, INC.

EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC
By:		Eastern Virginia Cablevision, L.P., its sole member
By:		TMC Holdings Corporation, its general partner

EASTERN VIRGINIA CABLEVISION, L.P.
By:		TMC Holdings Corporation, its general partner

EMPIRE SPORTS NETWORK, L.P.
By:		Parnassos Communications, L.P., its general partner
By:		Adelphia Western New York Holdings, LLC, its general partner
By:		ACC Operations, Inc., its sole member

FAE CABLE MANAGEMENT CORP.

FOP INDIANA, L.P.
By:		FrontierVision Cable New England, Inc., its general partner

FRONTIERVISION ACCESS PARTNERS, LLC
By:		Parnassos Communications, L.P., its general partner
By:		FrontierVision Holdings, L.P., its general partner
By:		FrontierVision Partners, L.P., its general partner
By:		Adelphia GP Holdings, LLC, its general partner
By:		ACC Operations, Inc., its sole member

FRONTIERVISION CABLE NEW ENGLAND, INC.

FRONTIERVISION CAPITAL CORPORATION

FRONTIERVISION HOLDINGS CAPITAL CORPORATION

FRONTIERVISION HOLDINGS CAPITAL II CORPORATION

FRONTIERVISION HOLDINGS L.L.C.
By:		FrontierVision Holdings, L.P., its general partner
By:		Adelphia GP Holdings, LLC, its general partner
By:		ACC Operations, Inc., its sole member

FRONTIERVISION HOLDINGS L.P.
By:		FrontierVision Partners, L.P., its general partner
By:		Adelphia GP Holdings, LLC, its general partner
By:		ACC Operations, Inc., its sole member

FRONTIERVISION OPERATING PARTNERS, LLC
By:		FrontierVision Holdings, L.P., its sole member
By:		FrontierVision Partners, L.P., its general partner
By:		Adelphia GP Holdings, LLC, its general partner
By:		ACC Operations, Inc., its sole member

FRONTIERVISION OPERATING PARTNERS, L.P.
By:		FrontierVision Holdings, L.P., its general partner
By:		FrontierVision Partners, L.P., its general partner
By:		Adelphia GP Holdings, LLC, its general partner
By:		ACC Operations, Inc., its sole member

FT. 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 HOPEWELL-PRINCE XXXXXX
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. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Chief Executive Officer