WAIVER NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Exhibit 10.2

WAIVER NO. 1 TO FOURTH AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT

WAIVER NO. 1, dated as of May 11, 2006 (this “Waiver”) to the Fourth Amended and Restated Credit and Guaranty Agreement, dated as of March 17, 2006 (as in effect immediately prior to the effectiveness of this Waiver, 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, N.A., 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, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

W I T N E S S E T H:

WHEREAS, the parties hereto desire to waive certain provisions of the DIP Credit Agreement as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP Credit Agreement shall have the meaning assigned to such term in the DIP Credit 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 DIP Credit Agreement shall, after the date of effectiveness of this Waiver, refer to the DIP Credit Agreement, after giving effect to the terms set forth herein.

Section 2. Waiver for ML Media Settlement. Each DIP Lender hereby waives any Default or Event of Default arising under Sections 6.06, 6.10, 7.01(c), 7.01(j) or 7.01(l) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of the settlement by certain of the Loan Parties of certain ongoing disputes with ML Media Partners, L.P. arising in connection with the Century/ML Cable Venture (the “ML Media Settlement”), it being understood and agreed that the effectiveness of the waiver set forth in this Section 2 shall be conditioned upon (i) the receipt by the Loan Parties of an order

of the Bankruptcy Court approving the terms of the ML Media Settlement, and if the Bankruptcy Court does not issue an order approving the terms of the ML Media Settlement, the waiver set forth in this Section 2 shall be null and void and of no further force or effect and (ii) the delivery by the Loan Parties to the Co-Lead Arrangers of an executed copy of a settlement agreement setting forth the terms and conditions of the ML Media Settlement, which settlement agreement, including the amount to be paid by the Loan Parties pursuant to the terms thereof (it being agreed that the cash settlement payment to be paid by the Loan Parties to ML Media Partners, L.P. or any Affiliate thereof shall in no event exceed $90,000,000 in the aggregate), must be reasonably satisfactory to the Co-Lead Arrangers. Without limiting the foregoing, each DIP Lender hereby acknowledges and agrees that any Pre-Petition Payment made by any Loan Party in respect of the ML Media Settlement shall not count against or otherwise reduce the aggregate dollar amount of Pre-Petition Payments that the Loan Parties are permitted to make under Section 7.01(l)(xi) of the DIP Credit Agreement without obtaining the prior written consent of the Required DIP Lenders.

Section 3. GOVERNING LAW. THIS WAIVER 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 Waiver 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 Waiver shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders. This Waiver shall be deemed effective in the case of any party as to which an executed counterpart shall not have been received, if the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Waiver, and such notice shall be conclusive and binding on all parties hereto.

2

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

	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	VP

	CITICORP NORTH AMERICA, INC., as Collateral Agent and Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Director, Asset Based Finance

	WACHOVIA BANK, N.A., as Co-Syndication Agent
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Managing Director

	THE BANK OF NOVA SCOTIA, as Co-Documentation Agent
	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Director
	BANK OF AMERICA, N.A., as Co-Documentation Agent
	By:	/s/ Xxxx X. Xxxxxxx III
		Name:	Xxxx X. Xxxxxxx III
		Title:	Senior Vice President
	GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Duly Authorized Signatory

	CIT LENDING SERVICES CORPORATION
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Senior Vice President
	DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Director
	By:	/s/ Xxxxx X Xxxx
		Name:	Xxxxx X Xxxx
		Title:	Managing Director
	THE FOOTHILL GROUP, INC.
	By:
		Name:
		Title:

	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxx
		Title:	Managing Director
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Director
	CALYON
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	THE BANK OF MONTREAL
	By:
		Name:
		Title:

	BAYERISCHE HYPO-und VEREINSBANK AG, NEW YORK BRANCH
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxxx
		Title:	Associate Director
	By:	/s/ Xxxxxxxxx Xxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxx
		Title:	Managing Director
	THE TRAVELERS INSURANCE COMPANY
	By:	Metropolitan Life Insurance Company, its Investment Manager
	By:
		Name:
		Title:
	SATELLITE SENIOR INCOME FUND II, LLC
	By:	Satellite Asset Management, L.P., its Investment Manager
	By:
		Name:
		Title:

	NAME OF LENDER: Galaxy CLO 1999-1, LTD. By: AIG Global Investment Corp, Inc its Collateral Manager
	By:	/s/ Xxxxxx X. Oh
		Name:	Xxxxxx X. Oh
		Title:	Managing Director
	NAME OF LENDER: Galaxy III CLO, LTD. By: AIG Global Investment Corp, its Collateral Manager
	By:	/s/ Xxxxxx X. Oh
		Name:	Xxxxxx X. Oh
		Title:	Managing Director
	NAME OF LENDER: Galaxy IV CLO, LTD. By: AIG Global Investment Corp, its Collateral Manager
	By:	/s/ Xxxxxx X. Oh
		Name:	Xxxxxx X. Oh
		Title:	Managing Director

	NAME OF LENDER: SunAmerica Life Insurance Company. By: AIG Global Investment Corp, Inc its Investment Manager
	By:	/s/ Xxxxxx X. Oh
		Name:	Xxxxxx X. Oh
		Title:	Managing Director
	NAME OF LENDER: Galaxy CLO 2003-1, Ltd.. By: AIG Global Investment Corp, Inc its Collateral Manager
	By:	/s/ Xxxxxx X. Oh
		Name:	Xxxxxx X. Oh
		Title:	Managing Director
	NAME OF LENDER: SunAmerica Senior Floating Rate Fund, Inc. By: AIG Global Investment Corp, Investment Sub-Adviser
	By:	/s/ Xxxxxx X. Oh
		Name:	Xxxxxx X. Oh
		Title:	Managing Director

	NAME OF LENDER: Galaxy V CLO, LTD By: AIG Global Investment Corp, its Collateral Manager
	By:	/s/ Xxxxxx X. Oh
		Name:	Xxxxxx X. Oh
		Title:	Managing Director
	NAME OF LENDER: Galaxy VI CLO, LTD By: AIG Global Investment Corp, its Collateral Manager
	By:	/s/ Xxxxxx X. Oh
		Name:	Xxxxxx X. Oh
		Title:	Managing Director
	NAME OF LENDER:  Emerald Orchard Limited
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Loan Officer
	NAME OF LENDER:  Pioneer Floating Rate Trust
	By:	/s/ Xxx Xxxxxxxxx
		Name:	Xxx Xxxxxxxxx
		Title:	Portfolio Manager

	NAME OF LENDER:  First Trust / Highland Capital Floating Rate Income Fund
	By:	/s/ Xxx Xxxxxxxxx
		Name:	Xxx Xxxxxxxxx
		Title:	Portfolio Manager
	Xxxxxxx CLO, Ltd.
	By: Highland Capital Management, L.P. , as Collateral Manager
	By:	Stand Advisors, Inc., Its General Partner
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Assistant Treasurer
	HIGHLAND LEGACY LIMITED
	By: Highland capital Management, LP as Collateral Manager
	By:	Strand Advisors, Inc, its General Partner
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Assistant Treasurer
	RED RIVER CLO Ltd.
	By: Highland Capital Management, L.P., its Collateral Manager
	By:	Strand Advisors, Inc., Its General Partner
	By:	/s/ Xxxx Xxxxxxxx,

		Name:	Xxxx Xxxxxxxx
		Title:	Assistant Treasurer
	LOAN FUNDING VII LLC
	By: Highland Capital Management, L.P., its Collateral Manager
	By:	Strand Advisors, Inc., Its General Partner
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Assistant Treasurer
	HIGHLAND OFFSHORE PARTNERS, L.P.
	By: Highland Capital Management, L.P., its Collateral Manager
	By:	Strand Advisors, Inc, its General Partner
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Assistant Treasurer
	LIBERTY CLO, Ltd.
	By: Highland Capital Management, L.P., as Collateral Manager
	By:	Strand Advisors, Inc., Its General Partner
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Assistant Treasurer

	SENIOR DEBT PORTFOLIO
	By: Boston Management and Research as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX SENIOR INCOME TRUST
	By:	Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
	By:	Xxxxx Xxxxx Management As Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX CDO III, LTD.
	By:	Xxxxx Xxxxx Management As Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	XXXXX XXXXX CDO VI LTD.
	By:	Xxxxx Xxxxx Management As Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX CDO VIII, Ltd.
	By:	Xxxxx Xxxxx Management As Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXXXX & CO By: Boston management and Research as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX VT FLOATING-RATE INCOME FUND By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	XXXXX XXXXX Limited Duration Income Fund By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	TOLLI & CO. By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX SENIOR FLOATING- RATE TRUST By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX FLOATING-RATE INCOME TRUST By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	XXXXX XXXXX SHORT DURATION DIVERSIFIED INCOME FUND By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	LCM II LIMITED PARTNERSHIP By: Lyon Capital Management LLC, As Collateral Manager
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Portfolio Manager
	LCM III, LTD. By: Lyon Capital Management LLC, As Collateral Manager
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Portfolio Manager
	LCM IV, LTD. By: Lyon Capital Management LLC, As Collateral Manager
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Portfolio Manager

	PROTECTIVE LIFE INSURANCE COMPANY
	By:	/s/ Xxxxx X. Black
		Name:	Xxxxx X. Black
		Title:	VP, Investments
	FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND
	By:	/s/ Xxxx X. Xxxxxxxx
		Name:	Xxxx X. Xxxxxxxx
		Title:	Assistant Treasurer
	FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO
	By:	/s/ Xxxx X. Xxxxxxxx
		Name:	Xxxx X. Xxxxxxxx
		Title:	Assistant Treasurer
	BALLYROCK CLO III LIMITED By: Ballyrock Investment Advisors LLC, as Collateral Manager
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Assistant Treasurer

	CELERITY CLO LIMITED By: TCW Advisors, Inc., as Agent
	By:	/s/ Xxxxx Xxxxxx
		Name:	G. Xxxxx Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President
	DARIEN LOAN FUNDING COMPANY By: TCW Advisors as its Interim Interim Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	G. Xxxxx Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President
	FIRST 2004-I CLO, LTD. By: TCW Advisors, Inc. its Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	G. Xxxxx Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President

	FIRST 2004-II CLO, LTD. By: TCW Advisors, Inc. its Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	G. Xxxxx Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President
	LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A. By: TCW Advisors, Inc., as Portfolio Manager of Loan Funding I LLC
	By:	/s/ Xxxxx Xxxxxx
		Name:	G. Xxxxx Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President
	TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	G. Xxxxx Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President

	TCW SENIOR SECURED LOAN FUND, LP By: TCW Advisors, Inc., as its Investment Advisor
	By:	/s/ Xxxxx Xxxxxx
		Name:	G. Xxxxx Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President
	VELOCITY CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	G. Xxxxx Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President
	CANADIAN IMPERIAL BANK OF COMMERCE
	By:	/s/ Xxxx X’Xxxx
		Name:	Xxxx X’Xxxx
		Title:	Authorized Signatory
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Authorized Signatory

	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 PROPERTIES HOLDINGS, LLC
	ACC PROPERTIES (JB), LLC
	ACC PROPERTIES 1, LLC
	ACC PROPERTIES 4, LLC
	ACC PROPERTIES 6, LLC
	ACC PROPERTIES 103, LLC
	ACC PROPERTIES 105, LLC
	ACC PROPERTIES 109, LLC
	ACC PROPERTIES 121, LLC
	ACC PROPERTIES 122, LLC
	ACC PROPERTIES 123, LLC

	ACC PROPERTIES 124, LLC
	ACC PROPERTIES 130, LLC
	ACC PROPERTIES 146, LLC
	ACC PROPERTIES 148, LLC
	ACC PROPERTIES 149, LLC
	ACC PROPERTIES 150, LLC
	ACC PROPERTIES 151, LLC
	ACC PROPERTIES 152, LLC
	ACC PROPERTIES 154, LLC
	ACC PROPERTIES 156, LLC
	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 ASSOCIATES OF RADNOR
	By:	Olympus MCE I, LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	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, LLC
	By:	Olympus MCE I, LLC, as its sole member
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	ADELPHIA CABLEVISION OF WEST PALM BEACH II, LLC
	By:	Olympus MCE I, LLC, as its sole member
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as 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

	CABLEVISION BUSINESS SERVICES, INC.
	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 MCE, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	CENTURY MENDOCINO CABLE TELEVISION, INC.
	CENTURY MISSISSIPPI CORP.
	CENTURY MOUNTAIN CORP.
	CENTURY NEW MEXICO CABLE TELEVISION CORP.
	CENTURY NORWICH CORP.
	CENTURY OHIO CABLE TELEVISION CORP.
	CENTURY OREGON CABLE CORP.
	CENTURY PACIFIC CABLE TV, INC.
	CENTURY PROGRAMMING, INC.
	CENTURY REALTY CORP.
	CENTURY SHASTA CABLE TELEVISION CORP.
	CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP.

	CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.
	By:	Century Exchange LLC, its general partner
	By:	Century Cable Holding Corp., its sole member
	CENTURY-TCI CALIFORNIA, L.P.
	By:	Century-TCI California Communications, L.P., its general partner
	By	Century Exchange LLC, its general partner
	By:	Century Cable Holding Corp., its sole member
	CENTURY-TCI DISTRIBUTION COMPANY, LLC
	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
	DESERT HOT SPRINGS CABLEVISION, INC.
	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.
	XXXXXXXXX COMMUNITY ANTENNA TELEVISION, INC.
	HIGHLAND CARLSBAD CABLEVISION, INC.
	HIGHLAND CARLSBAD OPERATING SUBSIDIARY, INC.
	HIGHLAND PRESTIGE GEORGIA, INC.

	HIGHLAND VIDEO ASSOCIATES, L.P.
	By:	Olympus MCE I. LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	HIILTON HEAD COMMUNICATIONS, L.P.
	By:	UCA MCE I. LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	HUNTINGTON CATV, INC.
	IMPERIAL VALLEY CABLEVISION, INC.
	IONIAN COMMUNICATIONS, L.P.
	By:	UCA MCE I. LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	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.
	MONTOGMERY CABLEVISION ASSOCIATES, L.P.
	By:	Olympus MCE I. LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	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
	OFE MCE I, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	OFE MCE II, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	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 MCE I, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	OLYMPUS MCE II, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	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.
	PALM BEACH GROUP, 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 DISTRIBUTION COMPANY I, LLC
	By:	Adelphia Western New York Holdings, LLC, its sole member and managing member
	By:	ACC Operations, Inc.,
		its sole member and managing member
	PARNASSOS DISTRIBUTION COMPANY II, LLC
	By:	Xxxxxxxxxx Cablevision, Inc.,
		its sole member and managing 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
	PRESTIGE COMMUNICATIONS, INC.
	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
	UCA MCE I, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member
	UCA MCE II, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as 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:
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Executive Vice President and Chief Financial Officer