AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

EXHIBIT 10.03

AMENDMENT NO. 7 TO AMENDED AND

RESTATED CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 7 dated as of May 27, 2003 (this “Amendment”) to 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;

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. Deletion of Chief Restructuring Officer Requirement; Employment of Senior Management. Section 5.09 of the DIP Credit Agreement is hereby amended to read in its entirety as follows:

“Section 5.09. Management. The Borrowers will at all times continue to employ Xxxxxxx X. Xxxxxxxx as CEO, or a successor CEO or senior executive that, in each case, is reasonably acceptable to the Co-Lead Arrangers.”

Section 3. Provisions Regarding Investments and Intercompany Advances.

1

(a) Section 6.10(a)(v) of the DIP Credit Agreement is hereby amended to read in its entirety as follows: “(v) [intentionally omitted],”.

(b) Section 6.10(a)(vi) of the DIP Credit Agreement is hereby amended to read in its entirety as follows:

“(vi) Investments not otherwise permitted by the foregoing clauses in an aggregate amount not to exceed $10,000,000; provided that any Investments consisting of loans or advances to any Person (other than a Loan Party) that is engaged in the cable business and whose assets are managed by a Loan Party will be permitted under this clause (vi) only if (1) the aggregate amount of such Investments does not exceed $2,000,000, (2) the proceeds of any such Investment are used by the recipient thereof solely for working capital purposes and (3) the Loan Party that has made such Investment will use its commercially reasonable efforts to cause any such Investment to be secured by assets of the recipient of the proceeds thereof,”.

(c) Section 6.10(a)(ix) is hereby amended to delete the following lead-in phrase thereof: “prior to the Covenant Addendum Date,”.

Section 4. Provisions Regarding Delivery of Financial Statements, Reports, Etc.

(a) Extended Time Period for Delivery of 2002 Financial Statements. Section 5.01(a)(x) of the DIP Credit Agreement is hereby amended to replace the phrase “(or, in the case of the 2002 fiscal year, no later than July 1, 2003)” contained in the second line thereof with the phrase “(but, in the case of the 2002 fiscal year, no later than October 15, 2003)”.

(b) Delivery of Additional Documents. Section 5.01 of the DIP Credit Agreement is hereby amended (i) to re-letter subsections (p) and (q) thereof as subsections (q) and (r), respectively, and (ii) to add a new subsection (p) that reads in its entirety as follows:

“(p) (i) no later than October 15, 2003, (A) a statement of financial affairs as required by Rule 1007 of the Federal Rules of Bankruptcy Procedures, (B) an annotated schedule of pre-petition intercompany accounts and (C) a draft business plan for the 5-year period starting on January 1, 2004, in each case (x) with respect to the Loan Parties and, as relevant, each Borrower and its Borrower Group and (y) in form and substance reasonably acceptable to the Co-Lead Arrangers and (ii) no later than December 31, 2003, a draft plan of reorganization and a draft disclosure statement under chapter 11 of the Bankruptcy Code (x) with respect to the Loan Parties and, as relevant, each Borrower and its Borrower Group and (y) in form and substance reasonably acceptable to the Initial Majority DIP Lenders;”.

2

Section 5. Deletion of Monthly Usage Limit Condition. Subsection (g) of Section 4.03 of the DIP Credit Agreement is hereby deleted in its entirety, and subsections (h), (i) and (j) of Section 4.03 are hereby re-lettered as (g), (h) and (i), respectively. In addition, the definition of “Monthly Usage Limit” is hereby deleted from Article 1 of the DIP Credit Agreement.

Section 6. 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 7. 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 this Amendment, and such notice shall be conclusive and binding on all parties hereto.

3

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 Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President

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

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:

Name:

Title:

CALPERS

By:

Name:

Title:

CREDIT LYONNAIS NEW YORK

By:

Name:

Title:

THE FOOTHILL GROUP, INC.
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Vice President

XXXXXX XXXXXXX SENIOR FUNDING, INC.
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION

By:

Name:

Title:

BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH

By:

Name:

Title:

By:

Name:

Title:

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 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:		/s/ Xxx X. Xxxxxx
		Name: Xxx X. Xxxxxx
		Title: Assistant Vice President

SRF TRADING, INC.
By:		/s/ Xxx X. Xxxxxx
		Name: Xxx X. Xxxxxx
		Title: Assistant 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 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 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:		/s/ Xxx X. Xxxxxx
		Name: Xxx X. Xxxxxx
		Title: Assistant Vice President
HIGHLAND LOAN FUNDING V LTD
By:		Highland Capital Management, L.P. as Collateral Manager
By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Senior Portfolio Manager
CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM
By:		Highland Capital Management, L.P. as Authorized Representatives of the Board
By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Senior Portfolio Manager
ING PRIME RATE TRUST
By:		ING Investments, LLC as its investment manager
By:
		Name:
		Title:

ING SENIOR INCOME FUND
By:		NG 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:
		Name:
		Title:
BRYN MAWR CLO, LTD.
By:		Deerfield Capital Management LLC as its Collateral Manager
By:
		Name:
		Title:
GULF STREAM CDO 2002-I
By:		Gulf Stream Asset Management, LLC as Collateral Manager
By:
		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:
		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:

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 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:		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
FRONTIER VISION 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

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: By:		Olympus Subsidiary, LLC, its sole member 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