EX-10.01 5 a1167345.txt AMENDMENT NO. 1 TO GUARANTY AGREEMENT Exhibit 10.01 ------------- AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AMENDMENT and WAIVER dated as of October 30, 2002 under the Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (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, J.P. MORGAN SECURITIES INC. and SALOMON SMITH 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 Century/ML Cable Venture, a New York joint venture ("Century ML"), filed a voluntary petition with the Bankruptcy Court initiating a case under chapter 11 of the Bankruptcy Code on September 30, 2002; WHEREAS the Parent and certain of the other Loan Parties desire to enter into certain transactions with The Hanover Insurance Company ("Hanover") on substantially the terms set forth in the Hanover Surety Credit Agreement (as defined in the DIP Credit Agreement as amended hereby); and WHEREAS, the parties hereto desire to amend the DIP Credit Agreement as set forth herein and waive certain Events of Default that could arise under the DIP Credit Agreement and in connection with the transactions described above; 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 Definitions. (a) The following definitions are inserted in alphabetical order in Section 1.01 of the DIP Credit Agreement: "Hanover" shall mean The Hanover Insurance Company. "Hanover Bond" shall mean any Pre-Petition Hanover Bond or Post-Petition Hanover Bond. "Hanover Surety Credit Agreement" shall mean the Surety Credit Agreement made as of October __, 2002 by and among Hanover, the Parent and the other Loan Parties party thereto, as amended from time to time; provided that no amendment or waiver thereof shall be effective for purposes of the Loan Documents unless consented to by the Required DIP Lenders. "Pre-Petition Hanover Bond" shall mean, on any date, any surety bond outstanding on such date so long as: (i) such surety bond (x) was issued prior to the Petition Date by Hanover for the account of any Loan Party, and (y) is listed on Schedule 1.01 hereto, or (ii) such surety bond is a renewal (a "Renewal Surety Bond") of any surety bond described in clause (i) hereof (an "Original Surety Bond") in accordance with the terms of the Hanover Surety Credit Agreement, whether after cancellation of the relevant Original Surety Bond or otherwise; provided that any Renewal Surety Bond shall be considered a "Pre-Petition Hanover Bond" for purposes of the Loan Documents solely with respect to the penal amount (the "Original Penal Amount") of the Original Surety Bond as in existence immediately prior to the execution of the Hanover Surety Credit Agreement that is renewed pursuant to such Renewal Surety Bond, and, to the extent the penal amount of any Renewal Surety Bond exceeds such Original Penal Amount of the relevant Original Surety Bond, such excess amount shall be deemed to constitute a "Post-Petition Hanover Bond" for purposes of the Loan Documents. "Post-Petition Hanover Bond" shall mean, on any date, any surety bond outstanding on such date so long as such surety bond was issued by Hanover pursuant to the Hanover Surety Credit Agreement after the Petition Date (subject to the proviso set forth in clause (ii) of the definition of "Hanover Pre-Petition Surety Bond") for the account of any Loan Party. "Specified Inter-Group Reimbursement Obligations" shall mean, with respect to each Borrower, on any date, all obligations of such Borrower (an 2 "Advancing Borrower") to reimburse each Fronting Bank for amounts paid by it in respect of drawings under Surety Letters of Credit issued in support of Hanover Bonds for the account of such Borrower, to the extent the proceeds of such drawings are used to indemnify Hanover for Losses (as defined in the Hanover Surety Credit Agreement) arising after the Petition Date against any Hanover Bond in accordance with Sections 7(e), 7(f), and 7(g) of the Hanover Surety Credit Agreement and the applicable provisions provided for in Exhibit A thereto, so long as any such Losses arise against any Hanover Bond issued for the account of any Loan Party (a "Receiving Loan Party") which does not belong to such Borrower's Borrower Group. Any Specified Inter-Group Reimbursement Obligation shall constitute an Intercompany Advance made by the relevant Advancing Borrower to the relevant Receiving Borrower. Further, an Intercompany Advance shall be deemed to be created to reflect the proper allocation, in accordance with the Cash Management Protocol, among the Borrower Groups in connection with any cash used by a Loan Party to collateralize Hanover Bonds (the "Advancing Loan Party") to the extent such collateral is used to indemnify Hanover for Losses arising against any Hanover Bond issued for the account of any Loan Party which does not belong to the same Borrower Group as the Advancing Loan Party. (b) The definition of "Cash Management Protocol" contained in Section 1.01 of the DIP Credit Agreement is amended to read in its entirety as follows: "Cash Management Protocol" shall mean the Cash Management Protocol attached to this Agreement, as amended from time to time after notice and a hearing to the extent required by the Final Order. (c) The definition of "Intercompany Advances" contained in Section 1.01 of the DIP Credit Agreement is amended to read in its entirety as follows: "Intercompany Advances" shall mean any loans or advances from one Loan Party to another Loan Party, and shall include Specified Inter-Group Reimbursement Obligations and any Intercompany Advance deemed created pursuant to the last sentence of the definition of "Specified Inter-Group Reimbursement Obligations". SECTION 3. Amendment to Requirement for Separate Surety Letters of Credit. Section 2.04(d) of the DIP Credit Agreement is amended by adding the following sentences at the end thereof: "; provided that, nothing in this sentence shall be construed to prohibit any Borrower from obtaining any Surety Letter of Credit to support any Hanover Bond, subject to the conditions herein set forth (including, without limitation, the 3 provisions of Sections 2.04(a)(v) and 2.04(b)(v), Section 2.28 and Article 4). Notwithstanding the proviso in the preceding sentence, the account party for any Surety Letter of Credit issued to support a Hanover Bond shall only be the Borrower for whose account such Hanover Bond has been issued (but without hereby limiting the provisions of Section 2.30), and no Borrower or other Loan Party in any Borrower Group other than the Borrower Group of which such account party is a member and the Joint and Several Borrower Group shall be liable for Reimbursement Obligations under such Surety Letter of Credit." SECTION 4. Amendment to Absolute Nature of Letter of Credit Obligations. Section 2.06 is amended by inserting the following clause as subsection (v) and renumbering the remainder of 2.06 so that the current subsection (v) becomes subsection (vi) and the current subsection (vi) becomes subsection (vii): "(v) the existence of any dispute under the Hanover Surety Agreement, including without limitation any dispute as to which Hanover was entitled to draw under any Surety Letter of Credit;" SECTION 5. Provisions Related to Specified Inter-Group Reimbursement Obligations; Amended Definition of "Permitted Inter-Group Debt" and "Permitted Inter-Group Advance". (a) Each Loan Party agrees that each Specified Inter-Group Reimbursement Obligation shall have the benefit of the Liens and Guarantees described in clause (v) of the proviso contained in Section 6.10(b) of the DIP Credit Agreement. Such Liens and Guarantees shall be provided by (i) the Receiving Loan Party, which shall constitute the "Ultimate Intercompany Borrower" for purposes of such clause (v), (ii) each other Loan Party that is a member of the same Borrower Group as such Loan Party and (iii) each Loan Party that belongs to the Joint and Several Borrower Group. In addition, clause (v) of the proviso contained in Section 6.10(b) of the DIP Credit Agreement is amended by adding the phrase "each Loan Party that belongs to the Joint and Several Borrower Group, and" immediately prior to the phrase "each other Loan Party" in clause (ii) thereof. (b) Clause (w) of the proviso contained in Section 6.10(b) of the DIP Credit Agreement is amended by adding the following proviso at the end thereof: "; provided that the restrictions set forth in this clause (w) shall not apply to any Permitted Inter-Group Debt described in clause (ii) of the definition thereof or to any Permitted Inter-Group Advance described in clause (ii) of the definition thereof;". (c) The definition of "Permitted Inter-Group Debt" contained in Section 6.10(b) of the DIP Credit Agreement is amended to read in its entirety as follows: 4 "Permitted Inter-Group Debt" means (i) any intercompany debt permitted to be incurred by any Loan Party pursuant to clauses (iii) or (iv) above and (ii) any Specified Inter-Group Reimbursement Obligation. (d) The definition of "Permitted Inter-Group Advance" contained in Section 6.10(b) of the DIP Credit Agreement is amended to read in its entirety as follows: "Permitted Inter-Group Advance" means (i) any intercompany loan or advance permitted to be made by any Loan Party pursuant to clauses (iii) or (iv) above and (ii) any intercompany loan or advance constituting a Specified Inter-Group Reimbursement Obligation. SECTION 6. Waivers with respect to the Hanover Transaction. Each DIP Lender hereby agrees to waive any Default or Event of Default arising under Section 7.01(l) of the DIP Credit Agreement, solely to the extent that such Default or Event of Default arises as a result of any Loan Party making any Pre-Petition Payment, so long as (i) any such Pre-Petition Payment shall be made with respect to any Hanover Bond (as defined in the DIP Credit Agreement as amended hereby) or any outstanding and undisputed fees relating to obligations arising under franchise and similar agreements or pole agreements, pole rental and other similar agreements relating to cable and other property affixed to transmission poles, and (ii) the Bankruptcy Court shall have approved any such Pre-Petition Payment pursuant to an order authorizing the transactions contemplated by the Hanover Surety Credit Agreement and the Liens and Guarantees described in Section 5(a) of this Amendment and Waiver. SECTION 7. Reimbursement Obligations Under Surety Letters of Credit. Notwithstanding paragraph 2 of the Cash Management Protocol, to the extent that a Borrower has a Reimbursement Obligation to a Fronting Bank as a result of a draw under a Surety Letter of Credit issued for the account of such Borrower (an "Obligated Borrower"), such Obligated Borrower may borrow under the DIP Credit Agreement on a non-pro rata basis for the purpose of obtaining funds to pay such reimbursement obligation, subject to meeting the conditions to borrowing set forth in the DIP Credit Agreement. No other Borrower or Loan Party shall be obligated to or shall reimburse such Fronting Bank for such draw other than a Loan Party in such Obligated Borrower's Borrower Group or in the Joint and Several Borrower Group (it being understood that nothing in this sentence shall be construed to prohibit or limit the making by any Loan Party of any Permitted Inter-Group Advance). 5 SECTION 8. Amendment of Concentration Account Provision. Section 5.12 of the DIP Credit Agreement is amended by inserting the following sentence at the end thereof: "The Parent shall cause the Franchise and Pole Fees Account (as such term is defined in Section 7(d)(i) of the Hanover Surety Credit Agreement) to be maintained at all times with the Administrative Agent." SECTION 9. Waiver of Requirement to Cause Century ML Become a Party to the Loan Documents. Each DIP Lender hereby agrees to waive (a) the requirements, arising under Section 5.13 of the DIP Credit Agreement, for the Parent (i) to cause Century ML to become a party to each of the DIP Credit Agreement and the Amended and Restated Security and Pledge Agreement and (ii) to cause the Final Order to be applicable to Century ML, and (b) any Default or Event of Default arising under Section 7.01(d) of the DIP Credit Agreement, solely as a result of the non-compliance by the Parent with the requirements of Section 5.13 of the DIP Credit Agreement described in this Section. SECTION 10. GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE OTHER LOAN DOCUMENTS 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 11. 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 (i) duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders (or, 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), and (ii) a certified copy of the order of the Bankruptcy Court referred to in clause (ii) of Section 5 of this Amendment and Waiver in form and substance reasonably satisfactory to the Administrative Agent (it being understood that such order will approve or effect an amendment to the Cash Management Protocol giving effect to the matters effected by this Amendment and Waiver, such amendment to be in form and substance reasonably satisfactory to the Required DIP Lenders). The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Amendment and Waiver, and such notice shall be conclusive and binding on all parties hereto. 6 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/ Norma C. Corio --------------------------------- Title: Managing Director CITICORP USA, INC. By: /s/ Claudia Slacik --------------------------------- Title: Managing Director WACHOVIA BANK, N.A. By: /s/ Helen F. Wessling --------------------------------- Title: Director THE BANK OF NOVA SCOTIA By: --------------------------------- Name: Title: FLEET NATIONAL BANK By: /s/ Sanghamitra Dutt --------------------------------- Title: Authorized Officer BANK OF AMERICA, N.A. By: /s/ William E. Livingstone, IV --------------------------------- Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Eric M. Herr --------------------------------- Title: Senior Vice President, Team Leader THE TRAVELERS INSURANCE COMPANY By: --------------------------------- Name: Title: BANK OF MONTREAL By: /s/ Bin Laurence --------------------------------- Title: Director CALPERS By: --------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK By: --------------------------------- Name: Title: THE FOOTHILL GROUP, INC. By: --------------------------------- Name: Title: MORGAN STANLEY SENIOR FUNDING, INC. By: /s/ James Morgan --------------------------------- Title: Vice President SUMITOMO MITSUI BANKING CORPORATION By: /s/ William M. Ginn --------------------------------- Title: General Manager BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ John W. Sweeney --------------------------------- Title: Director By: /s/ Salvatore Esposito --------------------------------- Title: Director EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: --------------------------------- Name: Title: EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor By: --------------------------------- Name: Title: EATON VANCE CDO IV, LTD. By: Eaton Vance Management as Investment Advisor By: --------------------------------- Name: Title: COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management as Investment Advisor By: --------------------------------- Name: Title: SPCP GROUP LLC By: --------------------------------- Name: Title: SUNAMERICA SENIOR FLOATING RATE FUND INC. By: Stanfield Capital Partners LLC as its subadvisor By: /s/ Gregory L. Smith --------------------------------- Title: Partner DEUTSCHE BANK TRUST COMPANY AMERICAS By: --------------------------------- Name: Title: AURUM CLO 2002-1 LTD. By: Stein Roe & Farnham Incorporated, as Investment Manager By: --------------------------------- Name: Title: AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Attorney in Fact By: --------------------------------- Name: Title: CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: --------------------------------- Name: Title: DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Adviser By: --------------------------------- Name: Title: TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: --------------------------------- Name: Title: SRF 2000 LLC By: /s/ Ann E. Morris --------------------------------- Title: Assistant Vice President SRF TRADING, INC. By: /s/ Ann E. Morris --------------------------------- 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: GOLDMAN 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 LANE 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/ Richard J. Bielen --------------------------------- Title: Senior Vice President, CIO and Treasurer WACHOVIA BANK, NATIONAL ASSOCIATION By: --------------------------------- Name: Title: GLENEAGLES TRADING LLC By: /s/ Ann E. Morris --------------------------------- Title: Assistant Vice President HIGHLAND LOAN FUNDING V LTD. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Louis Koven --------------------------------- Title: Executive Vice President - CFO CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: Highland Capital Management, L.P. as Authorized Representatives of the Board By: /s/ Louis Koven --------------------------------- Title: Executive Vice President - CFO 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: David L. Babson & Company Inc., as Investment Adviser By: --------------------------------- Name: Title: MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & 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/ Ann E. Morris --------------------------------- Title: Assistant Vice President RIVIERA FUNDING LLC By: /s/ Ann E. Morris --------------------------------- Title: Assistant Vice President ATRIUM CDO By: --------------------------------- Name: Title: CSAM FUNDING II By: --------------------------------- Name: Title: TORONTO DOMINION (TEXAS), INC. By: /s/ Jill Hall --------------------------------- Title: Vice President NOMURA BOND & LOAN FUND By: UFJ Trust Company of New York as Trustee By: Nomura Corporate Research and Asset Management, Inc., Attorney in Fact 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 MANAGEMNT By: --------------------------------- Name: Title: CITIBANK, N.A. By: --------------------------------- Name: Title: ACC CABLE COMMUNICATIONS FL-VA, LLC By: ACC Cable Holdings VA, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC CABLE HOLDINGS VA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC HOLDINGS II, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC INVESTMENT HOLDINGS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC OPERATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC TELECOMMUNICATIONS HOLDINGS LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC TELECOMMUNICATIONS LLC By: ACC Telecommunications Holdings LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC TELECOMMUNICATIONS OF VIRGINIA LLC By: ACC Telecommunications Holdings LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC-AMN HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA ACQUISITION SUBSIDIARY, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA ARIZONA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA BLAIRSVILLE, LLC By: Century Communications Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION ASSOCIATES, L.P. By: Chelsea Communications, Inc., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF BOCA RATON, LLC By: Adelphia Cablevision Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF FONTANA, LLC By: Clear Cablevision, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC By: Clear Cablevision, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF NEW YORK, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC By: Ft. Myers Cablevision, LLC, its sole member By: Ft. Myers Acquisition Limited Partnership, its sole member By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC By: Ft. Myers Cablevision, LLC, its sole member By: Ft. Myers Acquisition Limited Partnership, its sole member By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC By: Mickelson Media, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SAN BERNARDINO, LLC By: Clear Cablevision, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SANTA ANA, LLC By: UCA LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SEAL BEACH, LLC By: Manchester Cablevision, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SIMI VALLEY, LLC By: UCA LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC By: Century New Mexico Cable Television Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC By: Sentinel Communications of Muncie, Indiana, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC By: Huntington CATV, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CALIFORNIA CABLEVISION, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CLEVELAND, LLC By: Adelphia of the Midwest, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC By: Adelphia Cablevision Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC By: Adelphia Cablevision Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS OF CALIFORNIA III, 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, L.L.C., its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS INTERNATIONAL, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMPANY OF WESTERN CONNECTICUT By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA GENERAL HOLDINGS III, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA GS CABLE, 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA GP HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA HARBOR CENTER HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA HOLDINGS 2001, LLC By: Olympus Subsidiary, LLC, its sole member By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA INTERNATIONAL II, LLC By: ACC Operations, Inc., its member By: Adelphia Communications International, Inc., its member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA INTERNATIONAL III, LLC By: ACC Operations, Inc., its member By: Adelphia Communications International, Inc., its member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA OF THE MIDWEST, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA MOBILE PHONES, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA PINELLAS COUNTY, LLC By: Ft. Myers Cablevision, L.L.C., its sole member By: Ft. Myers Acquisition Limited Partnership, its sole member By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA PRESTIGE CABLEVISION, LLC By: Century Cable Holdings, LLC, its sole member By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA TELECOMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA WELLSVILLE, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA WESTERN NEW YORK HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ARAHOVA COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BADGER HOLDING CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BETTER TV, INC. OF BENNINGTON By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BLACKSBURG/SALEM CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BRAZAS COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BUENAVISION TELECOMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CABLE SENTRY CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CALIFORNIA AD SALES, LLC By: Ft. Myers Cablevision, LLC, its sole member By: Ft. Myers Acquisition Limited Partnership, its sole member By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CCC-III, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CCC-INDIANA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CCH INDIANA, L.P. By: CCC-Indiana, Inc., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CDA CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ADVERTISING, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ALABAMA CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ALABAMA HOLDING CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY AUSTRALIA COMMUNICATIONS CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY BERKSHIRE CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE HOLDINGS, LLC By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE HOLDING CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE MANAGEMENT CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE OF SOUTHERN CALIFORNIA By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLEVISION HOLDINGS, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CAROLINA CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY COLORADO SPRINGS CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY COLORADO SPRINGS PARTNERSHIP By: Paragon Cable Television Inc., a general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY COMMUNICATIONS CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CULLMAN CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ENTERPRISE CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY EXCHANGE, LLC By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY FEDERAL, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY GRANITE CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY HUNTINGTON COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY INDIANA CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ISLAND ASSOCIATES, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ISLAND CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY INVESTMENT HOLDING CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY INVESTORS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY KANSAS CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY LYKENS CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY MENDOCINO CABLE TELEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY MISSISSIPPI CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY MOUNTAIN CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY NEW MEXICO CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY NORWICH CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY OHIO CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY OREGON CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY PACIFIC CABLE TV, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY PROGRAMMING, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY REALTY CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY SHASTA CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P. By: Century Exchange LLC, its general partner By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY-TCI HOLDINGS, LLC By: Century-TCI California Communications, L.P., its sole member By: Century Exchange LLC, its general partner By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY TRINIDAD CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY VIRGINIA CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY VOICE AND DATA COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY WARRICK CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY WASHINGTON CABLE TELEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY WYOMING CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CHELSEA COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CHESTNUT STREET SERVICES, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CLEAR CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CORAL SECURITY, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary COWLITZ CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary E. & E. CABLE SERVICE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC By: Eastern Virginia Cablevision, L.P., its sole member By: TMC Holdings Corporation, its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary EASTERN VIRGINIA CABLEVISION, L.P. By: TMC Holdings Corporation, its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FAE CABLE MANAGEMENT CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FOP INDIANA, L.P. By: FrontierVision Cable New England, Inc., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION CABLE NEW ENGLAND, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION CAPITAL CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION HOLDINGS CAPITAL CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION HOLDINGS CAPITAL II CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION PARTNERS, L.P. By: Adelphia GP Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FT. MYERS ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FT. MYERS CABLEVISION, LLC By: Ft. Myers Acquisition Limited Partnership, its sole member By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary GLOBAL CABLEVISION II, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary THE GOLF CLUB AT WENDING CREEK FARMS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary GRAFTON CABLE COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary HARRON CABLEVISION OF NEW HAMPSHIRE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary HUNTINGTON CATV, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary IMPERIAL VALLEY CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary KALAMAZOO COUNTY CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary KEY BISCAYNE CABLEVISION By: Adelphia Cable Partners, L.P., 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary KOOTENAI CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary LAKE CHAMPLAIN CABLE TELEVISION CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary LEADERSHIP ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary LOUISA CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MANCHESTER CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MARTHA'S VINEYARD CABLEVISION, L.P. By: Century Cable Holdings, LLC, its general partner By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MERCURY COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MICKELSON MEDIA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MICKELSON MEDIA OF FLORIDA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MONUMENT COLORADO CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MOUNTAIN CABLE COMMUNICATIONS CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MOUNTAIN CABLE COMPANY, L.P. By: Pericles Communications Corporation, its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MONTGOMERY CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MT. LEBANON CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MULTI-CHANNEL T.V. CABLE COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary NATIONAL CABLE ACQUISITION ASSOCIATES, L.P. By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS CAPITAL CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C. By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS COMMUNICATIONS, L.P. By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS SUBSIDIARY, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OWENSBORO-BRUNSWICK, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OWENSBORO INDIANA, L.P. By: Century Granite Cable Television Corp., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OWENSBORO ON THE AIR, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PAGE TIME, INC By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARAGON CABLE TELEVISION INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARAGON CABLEVISION CONSTRUCTION CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARAGON CABLEVISION MANAGEMENT CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARNASSOS COMMUNICATIONS, L.P. By: Adelphia Western New York Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PERICLES COMMUNICATIONS CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PULLMAN TV CABLE CO., INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary RENTAVISION OF BRUNSWICK, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary RICHMOND CABLE TELEVISION CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary RIGPAL COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ROBINSON/PLUM CABLEVISION, L.P. By: Olympus Subsidiary, LLC, its general partner By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SABRES, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SCRANTON CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SOUTHEAST FLORIDA CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SOUTHWEST COLORADO CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SOUTHWEST VIRGINIA CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary S/T CABLE CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary STAR CABLE INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SVHH CABLE ACQUISITION, L.P. By: SVHH Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SVHH HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TELESTAT ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary THE MAIN INTERNETWORKS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary THE WESTOVER T.V. CABLE CO., INCORPORATED By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TMC HOLDINGS CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TMC HOLDINGS, LLC By: TMC Holdings Corporation, its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TRI-STATES, L.L.C. By: Century Cable Holdings, LLC, its sole member By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary UCA LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary U.S. TELE-MEDIA INVESTMENT COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary UPPER ST. CLAIR CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary VALLEY VIDEO, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary VAN BUREN COUNTY CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WARRICK CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WARRICK INDIANA, L.P. By: CCC-III, Inc., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WELLSVILLE CABLEVISION, L.L.C. By: Century Cable Holdings, LLC, its sole member By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WESTERN NY CABLEVISION, L.P. By: Adelphia Western New York Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WESTVIEW SECURITY, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WILDERNESS CABLE COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary YOUNG'S CABLE TV CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary YUMA CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary