W I T N E S S E T H :
Exhibit 10.04
-------------
AMENDMENT NO. 4 AND WAIVER NO. 6 TO AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT
AMENDMENT NO. 4 and WAIVER NO. 6 dated as of February 13, 2003 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 and 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, 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, among other things, postpone the
delivery deadline for certain reporting requirements; and
WHEREAS the parties hereto desire to waive a certain Event 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
and Waiver, refer to the DIP Credit Agreement as amended hereby.
SECTION 2. New And Deleted Definitions. (a) The definition of "Monthly
Usage Limit" contained in Section 1.01 of the DIP Credit Agreement is amended by
replacing the words "244th Day" in the second line thereof with the words "May
15, 2003".
(b) The definition of "244th Day" is deleted in its entirety.
SECTION 3. Incremental Availability Date Not To Occur Prior To May 15,
2003. The first sentence of Section 4.04 of the DIP Credit Agreement is amended
to read in its entirety as follows:
"The Incremental Availability Date shall occur on the first date (on or
after May 15, 2003) on which each of the following conditions shall have been
satisfied:".
SECTION 4. Increase In Number Of Permitted Borrowings Of Eurodollar Loans.
Section 2.07(a) of the DIP Credit Agreement is amended by replacing the words
"ten (10)" in the penultimate line thereof with the words "fifteen (15)".
SECTION 5. Amended Timing For Delivery Of Audited Financial Statements.
Section 5.01(a)(x) of the DIP Credit Agreement is amended by adding the
parenthetical "(or, in the case of the 2002 fiscal year, no later than July 1,
2003)" immediately after the phrase "within 90 days after the end of each fiscal
year ended on or after the 135th day".
SECTION 6. Amended Delivery of Financial Officer's Certificate. Section
5.01(c)(i)(A) of the DIP Credit Agreement is amended to read in its entirety as
follows:
"(A) solely if such statements are being delivered on or after the SEC
Reporting Date, certifying on behalf of the Borrower the accuracy of such
statements in all material respects, and solely if such statements are being
delivered prior to the SEC Reporting Date, certifying on behalf of the Borrower
the accuracy of such statements in all material respects, except that any such
certification may contain a qualification that such statements are subject to
adjustments resulting from the pending audit and any matters resulting from or
relating to the financial statements to which such audit relates".
SECTION 7. Amended Timing For Delivery Of Long-Term Budget. Section
5.01(l)(i) of the DIP Credit Agreement is amended by replacing the words
"February 14, 2003" in the first line thereof with the words "April 15, 2003".
SECTION 8. Amendment Of Capital Expenditures Covenant. Section 6.04 is
amended by adding the following sentence immediately after the first sentence
thereof:
"The aggregate amount of Capital Expenditures for all the Borrower Groups
for the period commencing on March 1, 2003 and ending on May 31, 2003 will not
exceed $330,000,000".
SECTION 9. Amended Internal Cross-Reference. Section 6.11 of the DIP
Credit Agreement is amended by replacing the words "Section 2.12" with the
2
words "Section 2.14" in the last sentence thereof.
SECTION 10. Waiver With Respect To Amendment To Final Order. Each of the
DIP Lenders party hereto hereby agrees to waive any Default or Event of Default,
if any, arising under Section 7.01(i) of the DIP Credit Agreement, solely to the
extent such Default or Event of Default, if any, arises as a result of the entry
of an order by the Bankruptcy Court amending the Final Order and Cash Management
Protocol to provide for an extension of the deadline for the monthly repayment
of intercompany advances outstanding on the last day of each calendar month,
starting with the repayment for the month of January 2003, to the 19th Business
Day (instead of the 15th Business Day) of the immediately succeeding calendar
month.
SECTION 11. Postponement Of Covenant Addendum Date Default. Section
7.01(s) of the DIP Credit Agreement is amended to read its entirety as follows:
"(s) the Covenant Addendum Date shall not have occurred on or prior to May
15, 2003; or".
SECTION 12. GOVERNING LAW. THIS AMENDMENT AND 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 13. Counterparts; Effectiveness. This Amendment and 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 Amendment and 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
(other than Section 7 hereof, which 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 Co-Lead Arrangers). 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 Waiver, and
such notice shall be conclusive and binding on all parties hereto.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver 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
-------------------------------
Title: Vice President
CITICORP USA, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Vice President
Asset Based Finance
WACHOVIA BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Title: Manging Director
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxxxxxx Xxxx
-------------------------------
Title: Director
FLEET NATIONAL BANK
By: /s/ Xxxxxxxxxxx Xxxx
-------------------------------
Title: Authorized Officer
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, XX
-------------------------------
Title: Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx Xxx
-------------------------------
Title: Duly Authorized Signatory
THE TRAVELERS INSURANCE COMPANY
By:
-------------------------------
Name:
Title:
BANK OF MONTREAL
By: /s/ Xxxxxxxx X. XxXxxxxxx
-------------------------------
Title:
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:
-------------------------------
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: /s/ Xxxxxxxx X. Xxxx
-------------------------------
Title: Senior Vice President
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
-------------------------------
Title: Assistant Vice President
SRF TRADING, INC.
By: /s/ Xxxx 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: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Senior Vice President,
Treasurer & CIO
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
-------------------------------
Name:
Title:
GLENEAGLES TRADING LLC
By: /s/ Xxx X. Xxxxxx
-------------------------------
Title: Assistant Vice President
HIGHLAND LOAN FUNDING V LTD
By: Highland Capital Management,
L.P. as Collateral Manager
By: /s/ Xxxx Xxxxx
-------------------------------
Title: Chief Investment Officer
CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: Highland Capital Management,
L.P. as Authorized
Representatives of the Board
By: /s/ Xxxx Xxxxx
-------------------------------
Title: Chief Investment Officer
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:
-------------------------------
Name:
Title:
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: /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Assistant Vice President
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 TELECOMUNICATIONS 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,
LLLC
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
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
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. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Secretary
