W I T N E S S E T H :
Exhibit 10.03
-------------
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
AMENDMENT dated as of December 16, 2002 under the Amended and Restated
Credit and Guaranty Agreement dated as of August 26, 2002 (as amended and in
effect immediately prior to the effectiveness of this Amendment, the "DIP Credit
Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA,
L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING
PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and
ADELPHIA CALIFORNIA CABLEVISION, LLC, 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 postpone the delivery deadline for the
Long-Term Budget and the required Covenant Addendum Date;
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. New And Deleted Definitions. (a) The following definition is
inserted in alphabetical order in Section 1.01 of the DIP Credit Agreement:
"244th Day" shall mean February 28, 2003.
(b) The definition of "Monthly Usage Limit" contained in Section 1.01 of
the DIP Credit Agreement is amended by replacing the words "165th Day" in the
second line thereof with the words "244th Day".
(c) The definition of "Capital Expenditures" contained in Section 1.01 of
the DIP Credit Agreement is amended to read in its entirety as follows:
"Capital Expenditures", with respect to each Borrower Group, for any period
(i) prior to the Covenant Addendum Date, shall mean the additions to property,
plant and equipment and other capital expenditures of such Borrower Group that
are (or would be) set forth in its consolidated statement of cash flows for such
period prepared in accordance with GAAP consistent with such Borrower Group's
historical application of GAAP, and (ii) on and after the Covenant Addendum
Date, shall have the meaning set forth in the Covenant Addendum.
(d) The definition of "165th Day" is deleted in its entirety.
SECTION 3. Incremental Availability Date Not To Occur Prior To 244th Day.
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 the 244th Day) on which each of the following conditions shall have been
satisfied:"
SECTION 4. Amended Timing For Delivery Of Long-Term Budget. Section
5.01(l)(i) of the DIP Credit Agreement is amended by replacing the words "135th
Day" in the first line thereof with the words "February 14, 2003".
SECTION 5. Amendment Of Capital Expenditures Covenant. Section 6.04 is
amended to read in its entirety as follows:
"The aggregate amount of Capital Expenditures for all the Borrower Groups
for the period commencing on December 1, 2002 and ending on February 28, 2003
will not exceed $330,000,000. Each Borrower will not permit Capital Expenditures
for its Borrower Group for any month ended on or after the Covenant Addendum
Date to exceed the amount set forth for such month in the Covenant Addendum."
SECTION 6. 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 the
244th Day; or"
Section 7. 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 8. 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.
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/ Xxxxx X. Xxxxx
------------------------------
Title: Managing Director
CITICORP USA, INC.
By:
------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Title: Director
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxxxxxx Xxxx
------------------------------
Title: Director
FLEET NATIONAL BANK
By:
------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, XX
------------------------------
Title: Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxxxxxx Xxx
------------------------------
Title: Duly Authorized Signatory
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: Investment Officer
BANK OF MONTREAL
By:
------------------------------
Name:
Title:
CALPERS
By:
------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Title: First Vice President
THE FOOTHILL GROUP, INC.
By:
------------------------------
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By:
------------------------------
Name:
Title:
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxxxxx X. Xxxx
------------------------------
Title: General Manager
BAYERISHE HYPO UND VEREINSBANK AG,
NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Title: Director
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Title: Associate Director
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as Investment
Advisor
By:
------------------------------
Name:
Title:
XXXXX XXXXX CDO III, LTD.
By: Xxxxx Xxxxx Management as Investment
Advisor
By:
------------------------------
Name:
Title:
XXXXX XXXXX CDO IV, LTD.
By: Xxxxx Xxxxx Management as Investment Advisor
By:
------------------------------
Name:
Title:
COSTANTINUS XXXXX XXXXX CDO V, LTD.
By: Xxxxx Xxxxx Management as Investment
Advisor
By:
------------------------------
Name:
Title:
SPCP GROUP LLC
By:
------------------------------
Name:
Title:
SUNAMERICA SENIOR FLOATING RATE FUND INC.
By: Xxxxxxxxx Capital Partners LLC as its
subadvisor
By:
------------------------------
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
------------------------------
Name:
Title:
AURM CLO 2002-1 LTD.
By: Xxxxx Xxx & Farnham 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/ 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: /s/ Xxxxxx X. Oh
------------------------------
Title: Authorized Agent
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE HIGH
INCOME FUND (161)
By:
------------------------------
Name:
Title:
XXXXXXX SACHS 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/ Xxxxx X. Xxxxxxxx
------------------------------
Title: Assistant Vice President
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:
------------------------------
Name:
Title:
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
By: Highland Capital Management, L.P. as
Authorized Representatives of the Board
By:
------------------------------
Name:
Title:
ING PRIME RATE TRUST
By: ING Investments, LLC as its investment
manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: Senior Vice President
ING SENIOR INCOME FUND
By: ING Investments, LLC as its investment
manager
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: Senior Vice President
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: /s/ Xxx X. Xxxxxx
------------------------------
Title: Assistant Vice President
RIVIERA FUNDING LLC
By: /s/ Xxx 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
By: Clear Cablevision, Inc., its sole member
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 CABLEISION 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 Opertaions, 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 Opertaions, 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
