Amendment No. 4 and Waiver No. 6 to Amended and Restated Credit and Guaranty Agreement among UCA LLC, Century Cable Holdings, LLC, and Lender Group

Summary

This amendment updates the terms of a credit and guaranty agreement between several cable companies (including UCA LLC and Century Cable Holdings, LLC) and a group of lenders led by JPMorgan Chase Bank. The changes include extending deadlines for financial reporting, adjusting borrowing limits, modifying certain financial covenants, and waiving a specific event of default related to bankruptcy court orders. The amendment is effective once signed by the required parties and is governed by New York law and the Bankruptcy Code.

EX-10.04 8 a0218032.txt AMENDMENT NO. 4 TO GUARANTY AGREEMENT Exhibit 10.04 ------------- AMENDMENT NO. 4 AND WAIVER NO. 6 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 4 and WAIVER NO. 6 dated as of February 13, 2003 under the Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (as amended and in effect immediately prior to the effectiveness of this Amendment and Waiver, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, 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 the parties hereto desire to, among other things, postpone the delivery deadline for certain reporting requirements; and WHEREAS the parties hereto desire to waive a certain Event of Default arising under the DIP Credit Agreement; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the DIP Credit Agreement (as amended hereby). Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the DIP Credit Agreement shall, after the date of effectiveness of this Amendment and Waiver, refer to the DIP Credit Agreement as amended hereby. SECTION 2. New And Deleted Definitions. (a) The definition of "Monthly Usage Limit" contained in Section 1.01 of the DIP Credit Agreement is amended by replacing the words "244th Day" in the second line thereof with the words "May 15, 2003". (b) The definition of "244th Day" is deleted in its entirety. SECTION 3. Incremental Availability Date Not To Occur Prior To May 15, 2003. The first sentence of Section 4.04 of the DIP Credit Agreement is amended to read in its entirety as follows: "The Incremental Availability Date shall occur on the first date (on or after May 15, 2003) on which each of the following conditions shall have been satisfied:". SECTION 4. Increase In Number Of Permitted Borrowings Of Eurodollar Loans. Section 2.07(a) of the DIP Credit Agreement is amended by replacing the words "ten (10)" in the penultimate line thereof with the words "fifteen (15)". SECTION 5. Amended Timing For Delivery Of Audited Financial Statements. Section 5.01(a)(x) of the DIP Credit Agreement is amended by adding the parenthetical "(or, in the case of the 2002 fiscal year, no later than July 1, 2003)" immediately after the phrase "within 90 days after the end of each fiscal year ended on or after the 135th day". SECTION 6. Amended Delivery of Financial Officer's Certificate. Section 5.01(c)(i)(A) of the DIP Credit Agreement is amended to read in its entirety as follows: "(A) solely if such statements are being delivered on or after the SEC Reporting Date, certifying on behalf of the Borrower the accuracy of such statements in all material respects, and solely if such statements are being delivered prior to the SEC Reporting Date, certifying on behalf of the Borrower the accuracy of such statements in all material respects, except that any such certification may contain a qualification that such statements are subject to adjustments resulting from the pending audit and any matters resulting from or relating to the financial statements to which such audit relates". SECTION 7. Amended Timing For Delivery Of Long-Term Budget. Section 5.01(l)(i) of the DIP Credit Agreement is amended by replacing the words "February 14, 2003" in the first line thereof with the words "April 15, 2003". SECTION 8. Amendment Of Capital Expenditures Covenant. Section 6.04 is amended by adding the following sentence immediately after the first sentence thereof: "The aggregate amount of Capital Expenditures for all the Borrower Groups for the period commencing on March 1, 2003 and ending on May 31, 2003 will not exceed $330,000,000". SECTION 9. Amended Internal Cross-Reference. Section 6.11 of the DIP Credit Agreement is amended by replacing the words "Section 2.12" with the 2 words "Section 2.14" in the last sentence thereof. SECTION 10. Waiver With Respect To Amendment To Final Order. Each of the DIP Lenders party hereto hereby agrees to waive any Default or Event of Default, if any, arising under Section 7.01(i) of the DIP Credit Agreement, solely to the extent such Default or Event of Default, if any, arises as a result of the entry of an order by the Bankruptcy Court amending the Final Order and Cash Management Protocol to provide for an extension of the deadline for the monthly repayment of intercompany advances outstanding on the last day of each calendar month, starting with the repayment for the month of January 2003, to the 19th Business Day (instead of the 15th Business Day) of the immediately succeeding calendar month. SECTION 11. Postponement Of Covenant Addendum Date Default. Section 7.01(s) of the DIP Credit Agreement is amended to read its entirety as follows: "(s) the Covenant Addendum Date shall not have occurred on or prior to May 15, 2003; or". SECTION 12. GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE. SECTION 13. Counterparts; Effectiveness. This Amendment and Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment and Waiver shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders (other than Section 7 hereof, which shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Co-Lead Arrangers). In the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of any section of this Amendment and Waiver, and such notice shall be conclusive and binding on all parties hereto. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed by their respective authorized officers as of the day and year first above written. JPMORGAN CHASE BANK By: /s/ William A. Austin ------------------------------- Title: Vice President CITICORP USA, INC. By: /s/ Michael M. Schadt ------------------------------- Title: Vice President Asset Based Finance WACHOVIA BANK, N.A. By: /s/ Helen F. Wessling ------------------------------- Title: Manging Director THE BANK OF NOVA SCOTIA By: /s/ Christopher Usas ------------------------------- Title: Director 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/ Chris Cox ------------------------------- Title: Duly Authorized Signatory THE TRAVELERS INSURANCE COMPANY By: ------------------------------- Name: Title: BANK OF MONTREAL By: /s/ Geoffrey R. McConnell ------------------------------- Title: CALPERS By: ------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK By: ------------------------------- Name: Title: THE FOOTHILL GROUP, INC. By: ------------------------------- Name: Title: MORGAN STANLEY SENIOR FUNDING, INC. By: ------------------------------- Name: Title: SUMITOMO MITSUI BANKING CORPORATION By: ------------------------------- Name: Title: BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: 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: ------------------------------- Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS By: ------------------------------- Name: Title: AURM CLO 2002-1 LTD. By: Stein Roe & Farnham Incorporated, as Investment Manager By: /s/ Kathleen A. Zarn ------------------------------- 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/ Ann E. Morris ------------------------------- Title: Assistant Vice President SRF TRADING, INC. By: /s/ Anne 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 LANDE 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, Treasurer & CIO 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/ Mark Okada ------------------------------- Title: Chief Investment Officer CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: Highland Capital Management, L.P. as Authorized Representatives of the Board By: /s/ Mark Okada ------------------------------- Title: Chief Investment Officer ING PRIME RATE TRUST By: ING Investments, LLC as its investment manager By: ------------------------------- Name: Title: ING SENIOR INCOME FUND By: ING Investments, LLC as its investment manager By: ------------------------------- Name: Title: INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: ------------------------------- Name: Title: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: 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 ------------------------------------ Name: Title: GULF STREAM CDO 2002-I By: Gulf Stream Asset Management, LLC as Collateral Manager ------------------------------------ Name: Title: STANWICH LOAN FUNDING LLC By: ------------------------------- Name: Title: RIVIERA FUNDING LLC By: /s/ Anne E. Morris ------------------------------- Title: Assistant Vice President ATRIUM CDO By: ------------------------------- Name: Title: CSAM FUNDING II By: ------------------------------- Name: Title: TORONTO DOMINION (TEXAS), INC. By: ------------------------------- Name: Title: NOMURA BOND & LOAN FUND By: UFJ Trust Company of New York as Trustee By: Nomura Corporate Research and Asset Management, Inc., Attorney in Fact By: ------------------------------- Name: Title: CLYDESDALE CLO 2001-1, LTD By: Nomura Corporate Research and Asset Management, Inc., as Collateral Manager By: ------------------------------- Name: Title: IMPERIAL CREDIT ASSET MANAGEMENT By: ------------------------------- Name: Title: CITIBANK, N.A. By: ------------------------------- Name: Title: ACC CABLE COMMUNICATIONS FL-VA, LLC By: ACC Cable Holdings VA, Inc., its sole member ACC CABLE HOLDINGS VA, INC. ACC HOLDINGS II, LLC By: ACC Operations, Inc., its sole member ACC INVESTMENT HOLDINGS, INC. ACC OPERATIONS, INC. ACC TELECOMUNICATIONS HOLDINGS LLC By: ACC Operations, Inc., its sole member ACC TELECOMMUNICATIONS LLC By: ACC Telecommunications Holdings LLC, its sole member By: ACC Operations, Inc., its sole member ACC TELECOMMUNICATIONS OF VIRGINIA LLC By: ACC Telecommunications Holdings LLC, its sole member By: ACC Operations, Inc., its sole member ACC-AMN HOLDINGS LLC By: ACC Operations, Inc., its sole member ADELPHIA ACQUISITION SUBSIDIARY, INC. ADELPHIA ARIZONA, INC. ADELPHIA BLAIRSVILLE, LLC By: Century Communications Corp., its sole member ADELPHIA CABLE PARTNERS, L.P. By: Olympus Cable Holdings, LLC, its Managing General Partner By: Olympus Subsidiary, LLC, its sole member By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner ADELPHIA CABLEVISION ASSOCIATES, L.P. By: Chelsea Communications, Inc., its general partner ADELPHIA CABLEVISION CORP. ADELPHIA CABLEVISION OF BOCA RATON, LLC By: Adelphia Cablevision Corp., its sole member ADELPHIA CABLEVISION OF FONTANA LLC By: Clear Cablevision, Inc., its sole member ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC By: Clear Cablevision, Inc., its sole member ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner ADELPHIA CABLEVISION, LLC By: ACC Operations, Inc., its sole member ADELPHIA CABLEVISION OF NEW YORK, INC. ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC By: Ft. 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 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 ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC By: Mickelson Media, Inc., its sole member ADELPHIA CABLEVISION OF SAN BERNADINO, LLC By: Clear Cablevision, Inc., its sole member ADELPHIA CABLEVISION OF SANTA ANA, 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. 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 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. BRAZAS COMMUNICATIONS, INC. BUENAVISION TELECOMMUNICATIONS, INC. CABLE SENRY CORPORATION CALIFORNIA AD SALES, 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 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 LYKENS 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 WARRICK 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. MYERS ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner 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 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 HARRON 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. MICKELSON MEDIA, INC. MICKELSON 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 MONTGOMERY 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. ROBINSON/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 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 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 WESTOVER 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. WARRICK CABLEVISION, INC. WARRICK 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/ Randall D. Fisher ------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary