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

EX-10.2 3 a06-11881_1ex10d2.htm EX-10

Exhibit 10.2

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

WAIVER NO. 1, dated as of May 11, 2006 (this “Waiver”) to the Fourth Amended and Restated Credit and Guaranty Agreement, dated as of March 17, 2006 (as in effect immediately prior to the effectiveness of this Waiver, the “DIP Credit Agreement”), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

W I T N E S S E T H:

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

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP Credit Agreement shall have the meaning assigned to such term in the DIP Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the DIP Credit Agreement shall, after the date of effectiveness of this Waiver, refer to the DIP Credit Agreement, after giving effect to the terms set forth herein.

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

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

Section 3. GOVERNING LAW. THIS WAIVER SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE.

Section 4. Counterparts; Effectiveness. This Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Waiver shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders. This Waiver shall be deemed effective in the case of any party as to which an executed counterpart shall not have been received, if the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Waiver, and such notice shall be conclusive and binding on all parties hereto.

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

JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender


By:	/s/ William A. Austin
	Name:	William A. Austin
	Title:	VP

CITICORP NORTH AMERICA, INC., as Collateral Agent and Lender


By:	/s/ Michael M. Schadt
	Name:	Michael M. Schadt
	Title:	Director, Asset Based Finance

WACHOVIA BANK, N.A., as Co-Syndication Agent


By:	/s/ Helen F. Wessling
	Name:	Helen F. Wessling
	Title:	Managing Director

THE BANK OF NOVA SCOTIA, as Co-Documentation Agent


By:	/s/ Stephen C. Levi
	Name:	Stephen C. Levi
	Title:	Director


BANK OF AMERICA, N.A., as Co-Documentation Agent


By:	/s/ John W. Woodiel III
	Name:	John W. Woodiel III
	Title:	Senior Vice President


GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent


By:	/s/ Philip F. Carfora
	Name:	Philip F. Carfora
	Title:	Duly Authorized Signatory

CIT LENDING SERVICES CORPORATION


By:	/s/ Mike Monahan
	Name:	Mike Monahan
	Title:	Senior Vice President


DEUTSCHE BANK TRUST COMPANY AMERICAS


By:	/s/ Anca Trifan
	Name:	Anca Trifan
	Title:	Director

By:	/s/ David J Bell
	Name:	David J Bell
	Title:	Managing Director


THE FOOTHILL GROUP, INC.


By:
	Name:
	Title:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH


By:	/s/ Michael A. Criscito
	Name:	Michael A. Criscito
	Title:	Managing Director

By:	/s/ Megan Kane
	Name:	Megan Kane
	Title:	Director


CALYON


By:
	Name:
	Title:


By:
	Name:
	Title:


THE BANK OF MONTREAL


By:
	Name:
	Title:

BAYERISCHE HYPO-und VEREINSBANK AG, NEW YORK BRANCH


By:	/s/ Miriam G. Trautmann
	Name:	Miriam G. Trautmann
	Title:	Associate Director

By:	/s/ Salvatore Esposito
	Name:	Salvatore Esposito
	Title:	Managing Director


THE TRAVELERS INSURANCE COMPANY

By:	Metropolitan Life Insurance Company, its Investment Manager

By:
	Name:
	Title:



SATELLITE SENIOR INCOME FUND II, LLC

By:	Satellite Asset Management, L.P., its Investment Manager

By:
	Name:
	Title:

NAME OF LENDER: Galaxy CLO 1999-1, LTD. By: AIG Global Investment Corp, Inc its Collateral Manager


By:	/s/ Steven S. Oh
	Name:	Steven S. Oh
	Title:	Managing Director


NAME OF LENDER: Galaxy III CLO, LTD. By: AIG Global Investment Corp, its Collateral Manager


By:	/s/ Steven S. Oh
	Name:	Steven S. Oh
	Title:	Managing Director


NAME OF LENDER: Galaxy IV CLO, LTD. By: AIG Global Investment Corp, its Collateral Manager


By:	/s/ Steven S. Oh
	Name:	Steven S. Oh
	Title:	Managing Director

NAME OF LENDER: SunAmerica Life Insurance Company. By: AIG Global Investment Corp, Inc its Investment Manager


By:	/s/ Steven S. Oh
	Name:	Steven S. Oh
	Title:	Managing Director


NAME OF LENDER: Galaxy CLO 2003-1, Ltd.. By: AIG Global Investment Corp, Inc its Collateral Manager


By:	/s/ Steven S. Oh
	Name:	Steven S. Oh
	Title:	Managing Director


NAME OF LENDER: SunAmerica Senior Floating Rate Fund, Inc. By: AIG Global Investment Corp, Investment Sub-Adviser


By:	/s/ Steven S. Oh
	Name:	Steven S. Oh
	Title:	Managing Director

NAME OF LENDER: Galaxy V CLO, LTD By: AIG Global Investment Corp, its Collateral Manager


By:	/s/ Steven S. Oh
	Name:	Steven S. Oh
	Title:	Managing Director


NAME OF LENDER: Galaxy VI CLO, LTD By: AIG Global Investment Corp, its Collateral Manager


By:	/s/ Steven S. Oh
	Name:	Steven S. Oh
	Title:	Managing Director


NAME OF LENDER: Emerald Orchard Limited


By:	/s/ Arlene Arellano
	Name:	Arlene Arellano
	Title:	Loan Officer


NAME OF LENDER: Pioneer Floating Rate Trust


By:	/s/ Joe Dougherty
	Name:	Joe Dougherty
	Title:	Portfolio Manager

NAME OF LENDER: First Trust / Highland Capital Floating Rate Income Fund

By:	/s/ Joe Dougherty
	Name:	Joe Dougherty
	Title:	Portfolio Manager


Grayson CLO, Ltd.

By: Highland Capital Management, L.P. , as Collateral Manager


By:	Stand Advisors, Inc., Its General Partner

By:	/s/ Chad Schramek
	Name:	Chad Schramek
	Title:	Assistant Treasurer


HIGHLAND LEGACY LIMITED

By: Highland capital Management, LP as Collateral Manager

By:	Strand Advisors, Inc, its General Partner

By:	/s/ Chad Schramek
	Name:	Chad Schramek
	Title:	Assistant Treasurer


RED RIVER CLO Ltd.

By: Highland Capital Management, L.P., its Collateral Manager

By:	Strand Advisors, Inc., Its General Partner

By:	/s/ Chad Schramek,

	Name:	Chad Schramek
	Title:	Assistant Treasurer


LOAN FUNDING VII LLC

By: Highland Capital Management, L.P., its Collateral Manager

By:	Strand Advisors, Inc., Its General Partner

By:	/s/ Chad Schramek
	Name:	Chad Schramek
	Title:	Assistant Treasurer


HIGHLAND OFFSHORE PARTNERS, L.P.

By: Highland Capital Management, L.P., its Collateral Manager

By:	Strand Advisors, Inc, its General Partner

By:	/s/ Chad Schramek
	Name:	Chad Schramek
	Title:	Assistant Treasurer


LIBERTY CLO, Ltd.

By: Highland Capital Management, L.P., as Collateral Manager

By:	Strand Advisors, Inc., Its General Partner

By:	/s/ Chad Schramek
	Name:	Chad Schramek
	Title:	Assistant Treasurer

SENIOR DEBT PORTFOLIO

By: Boston Management and Research as Investment Advisor

By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


EATON VANCE SENIOR INCOME TRUST

By:	Eaton Vance Management as Investment Advisor

By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

By:	Eaton Vance Management As Investment Advisor

By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


EATON VANCE CDO III, LTD.

By:	Eaton Vance Management As Investment Advisor

By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

EATON VANCE CDO VI LTD.

By:	Eaton Vance Management As Investment Advisor

By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


EATON VANCE CDO VIII, Ltd.

By:	Eaton Vance Management As Investment Advisor

By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


GRAYSON & CO By: Boston management and Research as Investment Advisor


By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


EATON VANCE VT FLOATING-RATE INCOME FUND By: Eaton Vance Management as Investment Advisor


By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

EATON VANCE Limited Duration Income Fund By: Eaton Vance Management as Investment Advisor


By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


TOLLI & CO. By: Eaton Vance Management as Investment Advisor


By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


EATON VANCE SENIOR FLOATING- RATE TRUST By: Eaton Vance Management as Investment Advisor


By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


EATON VANCE FLOATING-RATE INCOME TRUST By: Eaton Vance Management as Investment Advisor


By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND By: Eaton Vance Management as Investment Advisor


By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President


LCM II LIMITED PARTNERSHIP By: Lyon Capital Management LLC, As Collateral Manager


By:	/s/ Alexander B. Kenna
	Name:	Alexander B. Kenna
	Title:	Portfolio Manager


LCM III, LTD. By: Lyon Capital Management LLC, As Collateral Manager


By:	/s/ Alexander B. Kenna
	Name:	Alexander B. Kenna
	Title:	Portfolio Manager


LCM IV, LTD. By: Lyon Capital Management LLC, As Collateral Manager


By:	/s/ Alexander B. Kenna
	Name:	Alexander B. Kenna
	Title:	Portfolio Manager

PROTECTIVE LIFE INSURANCE COMPANY


By:	/s/ Lance P. Black
	Name:	Lance P. Black
	Title:	VP, Investments


FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND


By:	/s/ John H. Costello
	Name:	John H. Costello
	Title:	Assistant Treasurer


FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO


By:	/s/ John H. Costello
	Name:	John H. Costello
	Title:	Assistant Treasurer


BALLYROCK CLO III LIMITED By: Ballyrock Investment Advisors LLC, as Collateral Manager


By:	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer

CELERITY CLO LIMITED By: TCW Advisors, Inc., as Agent


By:	/s/ Wayne Hosang
	Name:	G. Wayne Hosang
	Title:	Vice President
By:	/s/ Vikas Mavinkurve
	Name:	Vikas Mavinkurve
	Title:	Vice President


DARIEN LOAN FUNDING COMPANY By: TCW Advisors as its Interim Interim Collateral Manager


By:	/s/ Wayne Hosang
	Name:	G. Wayne Hosang
	Title:	Vice President
By:	/s/ Vikas Mavinkurve
	Name:	Vikas Mavinkurve
	Title:	Vice President


FIRST 2004-I CLO, LTD. By: TCW Advisors, Inc. its Collateral Manager


By:	/s/ Wayne Hosang
	Name:	G. Wayne Hosang
	Title:	Vice President
By:	/s/ Vikas Mavinkurve
	Name:	Vikas Mavinkurve
	Title:	Vice President

FIRST 2004-II CLO, LTD. By: TCW Advisors, Inc. its Collateral Manager


By:	/s/ Wayne Hosang
	Name:	G. Wayne Hosang
	Title:	Vice President
By:	/s/ Vikas Mavinkurve
	Name:	Vikas Mavinkurve
	Title:	Vice President


LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A. By: TCW Advisors, Inc., as Portfolio Manager of Loan Funding I LLC


By:	/s/ Wayne Hosang
	Name:	G. Wayne Hosang
	Title:	Vice President
By:	/s/ Vikas Mavinkurve
	Name:	Vikas Mavinkurve
	Title:	Vice President


TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager


By:	/s/ Wayne Hosang
	Name:	G. Wayne Hosang
	Title:	Vice President
By:	/s/ Vikas Mavinkurve
	Name:	Vikas Mavinkurve
	Title:	Vice President

TCW SENIOR SECURED LOAN FUND, LP By: TCW Advisors, Inc., as its Investment Advisor


By:	/s/ Wayne Hosang
	Name:	G. Wayne Hosang
	Title:	Vice President
By:	/s/ Vikas Mavinkurve
	Name:	Vikas Mavinkurve
	Title:	Vice President


VELOCITY CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager


By:	/s/ Wayne Hosang
	Name:	G. Wayne Hosang
	Title:	Vice President
By:	/s/ Vikas Mavinkurve
	Name:	Vikas Mavinkurve
	Title:	Vice President


CANADIAN IMPERIAL BANK OF COMMERCE


By:	/s/ John O’Dowd
	Name:	John O’Dowd
	Title:	Authorized Signatory
By:	/s/ Shira Aschkenasy
	Name:	Shira Aschkenasy
	Title:	Authorized Signatory

	LOAN PARTIES:

	ACC CABLE COMMUNICATIONS FL- VA, LLC

	By:	ACC Cable Holdings VA, Inc., its sole member

	ACC CABLE HOLDINGS VA, INC.

	ACC HOLDINGS II, LLC

	By:	ACC Operations, Inc., its sole member

	ACC INVESTMENT HOLDINGS, INC.

	ACC OPERATIONS, INC.

	ACC PROPERTIES HOLDINGS, LLC

	ACC PROPERTIES (JB), LLC

	ACC PROPERTIES 1, LLC

	ACC PROPERTIES 4, LLC

	ACC PROPERTIES 6, LLC

	ACC PROPERTIES 103, LLC

	ACC PROPERTIES 105, LLC

	ACC PROPERTIES 109, LLC

	ACC PROPERTIES 121, LLC

	ACC PROPERTIES 122, LLC

	ACC PROPERTIES 123, LLC

	ACC PROPERTIES 124, LLC


	ACC PROPERTIES 130, LLC

	ACC PROPERTIES 146, LLC

	ACC PROPERTIES 148, LLC

	ACC PROPERTIES 149, LLC

	ACC PROPERTIES 150, LLC

	ACC PROPERTIES 151, LLC

	ACC PROPERTIES 152, LLC

	ACC PROPERTIES 154, LLC

	ACC PROPERTIES 156, LLC

	ACC TELECOMMUNICATIONS HOLDINGS LLC
	By:	ACC Operations, Inc., its sole member

	ACC TELECOMMUNICATIONS LLC
	By:	ACC Telecommunications Holdings LLC, its sole member
	By:	ACC Operations, Inc., its sole member

	ACC TELECOMMUNICATIONS OF VIRGINIA LLC
	By:	ACC Telecommunications Holdings LLC, its sole member
	By:	ACC Operations, Inc., its sole member

	ACC-AMN HOLDINGS LLC
	By:	ACC Operations, Inc., its sole member

	ADELPHIA ACQUISITION SUBSIDIARY, INC.

	ADELPHIA ARIZONA, INC.

	ADELPHIA BLAIRSVILLE, LLC
	By:	Century Communications Corp., its sole member

	ADELPHIA CABLE PARTNERS, L.P.
	By:	Olympus Cable Holdings, LLC, its Managing General Partner
	By:	Olympus Subsidiary, LLC, its sole member
	By:	Olympus Communications, L.P., its sole member
	By:	ACC Operations, Inc., its managing general partner

	ADELPHIA CABLEVISION ASSOCIATES, L.P.
	By:	Chelsea Communications, Inc., its general partner

	ADELPHIA CABLEVISION ASSOCIATES OF RADNOR
	By:	Olympus MCE I, LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	ADELPHIA CABLEVISION CORP.

	ADELPHIA CABLEVISION OF BOCA RATON, LLC
	By:	Adelphia Cablevision Corp., its sole member

	ADELPHIA CABLEVISION OF FONTANA LLC
	By:	Clear Cablevision, Inc., its sole member

	ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC
	By:	Clear Cablevision, Inc., its sole member

	ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC
	By:	Olympus Communications, L.P., its sole member
	By:	ACC Operations, Inc., its managing general partner

	ADELPHIA CABLEVISION, LLC
	By:	ACC Operations, Inc., its sole member

	ADELPHIA CABLEVISION OF NEW YORK, INC.

	ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC
	By:	Ft. 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, LLC
	By:	Olympus MCE I, LLC, as its sole member
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	ADELPHIA CABLEVISION OF WEST PALM BEACH II, LLC
	By:	Olympus MCE I, LLC, as its sole member
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC
	By:	Century New Mexico Cable Television Corp., its sole member

	ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC
	By:	Sentinel Communications of Muncie, Indiana, Inc., its sole member

	ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC
	By:	Huntington CATV, Inc., its sole member

	ADELPHIA CALIFORNIA CABLEVISION, LLC
	By:	Olympus Communications, L.P., its sole member
	By:	ACC Operations, Inc., its managing general partner

	ADELPHIA CENTRAL PENNSYLVANIA, LLC
	By:	National Cable Acquisition Associates, L.P., its sole member
	By:	Olympus Communications, L.P., its general partner
	By:	ACC Operations, Inc., its managing general Partner

	ADELPHIA CLEVELAND, LLC
	By:	Adelphia of the Midwest, Inc., its sole member

	ADELPHIA COMMUNICATIONS CORPORATION

	ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC

	By:	Adelphia Cablevision Corp., its sole member

	ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC

	By:	Adelphia Cablevision Corp., its sole member

	ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC
	By:	FrontierVision, its sole member
	By:	FrontierVision Holdings, L.P., its general partner
	By:	FrontierVision Partners, L.P., its general partner
	By:	Adelphia GP Holdings, L.L.C., its general partner
	By:	ACC Operations, Inc., its sole member

	ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.

	ADELPHIA COMPANY OF WESTERN CONNECTICUT

	ADELPHIA GENERAL HOLDINGS III, INC.

	ADELPHIA GS CABLE, LLC
	By:	Olympus Cable Holdings, LLC, its sole member
	By:	Olympus Subsidiary, LLC, its sole member
	By:	Olympus Communications, L.P., it sole member

	By:	ACC Operations, Inc., its sole member

	ADELPHIA GP HOLDINGS, LLC
	By:	ACC Operations, Inc., its sole member

	ADELPHIA HARBOR CENTER HOLDINGS, LLC
	By:	ACC Operations, Inc., its sole member

	ADELPHIA HOLDINGS 2001, LLC
	By:	Olympus Subsidiary, LLC, its sole member
	By:	Olympus Communications, L.P., it sole member
	By:	ACC Operations, Inc., its managing partner

	ADELPHIA INTERNATIONAL II, LLC
	By:	ACC Operations, Inc., its member
	By:	Adelphia Communications International, Inc., its member

	ADELPHIA INTERNATIONAL III LLC
	By:	ACC Operations, Inc., its member
	By:	Adelphia Communications International, Inc., its member

	ADELPHIA OF THE MIDWEST, INC.

	ADELPHIA MOBILE PHONES

	ADELPHIA PINELLAS COUNTY, LLC
	By:	Ft. 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

	ARAHOVA COMMUNICATIONS, INC.

	ARAHOVA HOLDINGS, LLC
	By:	Olympus Cable Holdings, LLC, its sole member
	By:	Olympus Subsidiary, LLC, its sole member
	By:	Olympus Communications, L.P., its sole member
	By:	ACC Operations, Inc., its managing general partner

	BADGER HOLDING CORPORATION

	BETTER TV, INC. OF BENNINGTON

	BLACKSBURG/SALEM CABLEVISION, INC.

	BRAZAS COMMUNICATIONS, INC.

	BUENAVISION TELECOMMUNICATIONS, INC.

	CABLE SENRY CORPORATION

	CABLEVISION BUSINESS SERVICES, INC.

	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 MCE, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	CENTURY MENDOCINO CABLE TELEVISION, INC.

	CENTURY MISSISSIPPI CORP.

	CENTURY MOUNTAIN CORP.

	CENTURY NEW MEXICO CABLE TELEVISION CORP.

	CENTURY NORWICH CORP.

	CENTURY OHIO CABLE TELEVISION CORP.

	CENTURY OREGON CABLE CORP.

	CENTURY PACIFIC CABLE TV, INC.

	CENTURY PROGRAMMING, INC.

	CENTURY REALTY CORP.

	CENTURY SHASTA CABLE TELEVISION CORP.

	CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP.

	CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.
	By:	Century Exchange LLC, its general partner
	By:	Century Cable Holding Corp., its sole member

	CENTURY-TCI CALIFORNIA, L.P.
	By:	Century-TCI California Communications, L.P., its general partner
	By	Century Exchange LLC, its general partner
	By:	Century Cable Holding Corp., its sole member

	CENTURY-TCI DISTRIBUTION COMPANY, LLC
	By:	Century Exchange LLC, its general partner
	By:	Century Cable Holding Corp., its sole member

	CENTURY-TCI HOLDINGS, LLC
	By:	Century-TCI California Communications, L.P., its general partner
	By	Century Exchange LLC, its general partner
	By:	Century Cable Holding Corp., its sole member

	CENTURY TRINIDAD CABLE TELEVISION CORP.

	CENTURY VIRGINIA CORP.

	CENTURY VOICE AND DATA COMMUNICATIONS, INC.

	CENTURY 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

	DESERT HOT SPRINGS CABLEVISION, INC.

	E.& E. CABLE SERVICE, INC.

	EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC
	By:	Eastern Virginia Cablevision, L.P., its sole member
	By:	TMC Holdings Corporation, its general partner

	EASTERN VIRGINIA CABLEVISION, L.P.
	By:	TMC Holdings Corporation, its general partner

	EMPIRE SPORTS NETWORK, L.P.
	By:	Parnassos Communications, L.P., its general partner
	By:	Adelphia Western New York Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	FAE CABLE MANAGEMENT CORP.

	FOP INDIANA, L.P.
	By:	FrontierVision Cable New England, Inc., its general partner

	FRONTIERVISION ACCESS PARTNERS, LLC
	By:	FrontierVision Operating Partners, L.P., its sole member
	By:	FrontierVision Holdings, L.P., its general partner
	By:	FrontierVision Partners, L.P., its general partner
	By:	Adelphia GP Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	FRONTIERVISION CABLE NEW ENGLAND, INC.

	FRONTIERVISION CAPITAL CORPORATION

	FRONTIERVISION HOLDINGS CAPITAL CORPORATION

	FRONTIERVISION HOLDINGS CAPITAL II CORPORATION

	FRONTIERVISION HOLDINGS L.L.C.
	By:	FrontierVision Partners, L.P., its sole member
	By:	Adelphia GP Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	FRONTIERVISION HOLDINGS L.P.
	By:	FrontierVision Partners, L.P., its general partner
	By:	Adelphia GP Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	FRONTIERVISION OPERATING PARTNERS L.L.C.

	By:	FrontierVision Holdings, L.P., its sole member
	By:	FrontierVision Partners, L.P., its general partner
	By:	Adelphia GP Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	FRONTIERVISION OPERATING PARTNERS L.P.
	By:	FrontierVision Holdings, L.P., its general partner
	By:	FrontierVision Partners, L.P., its general partner
	By:	Adelphia GP Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	FRONTIERVISION PARTNERS L.P.

	By:	Adelphia GP Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	FT. 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.

	HENDERSON COMMUNITY ANTENNA TELEVISION, INC.

	HIGHLAND CARLSBAD CABLEVISION, INC.

	HIGHLAND CARLSBAD OPERATING SUBSIDIARY, INC.

	HIGHLAND PRESTIGE GEORGIA, INC.

	HIGHLAND VIDEO ASSOCIATES, L.P.
	By:	Olympus MCE I. LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	HIILTON HEAD COMMUNICATIONS, L.P.
	By:	UCA MCE I. LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	HUNTINGTON CATV, INC.

	IMPERIAL VALLEY CABLEVISION, INC.

	IONIAN COMMUNICATIONS, L.P.
	By:	UCA MCE I. LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	KALAMAZOO COUNTY CABLEVISION, INC.

	KEY BISCAYNE CABLEVISION
	By:	Adelphia Cable Partners, LP, a general partner
	By:	Olympus Cable Holdings, LLC, its managing general partner
	By:	Olympus Subsidiary, LLC, its sole member
	By:	Olympus Communications, L.P., its sole member
	By:	ACC Operations, Inc., its managing general partner

	KOOTENAI CABLE, INC.

	LAKE CHAMPLAIN CABLE TELEVISION CORPORATION

	LEADERSHIP ACQUISITION LIMITED PARTNERSHIP
	By:	Olympus Communications, L.P., its general partner
	By:	ACC Operations, Inc., its managing general partner

	LOUISA CABLEVISION, INC.

	MANCHESTER CABLEVISION, INC

	MARTHA’S VINEYARD CABLEVISION, L.P.
	By:	Century Cable Holdings, LLC, its general partner
	By:	Century Cable Holding Corp., its sole member

	MERCURY COMMUNICATIONS, INC.

	MICKELSON MEDIA, INC.

	MICKELSON MEDIA OF FLORIDA, INC.

	MONUMENT COLORADO CABLEVISION, INC.

	MONTOGMERY CABLEVISION ASSOCIATES, L.P.
	By:	Olympus MCE I. LLC, as its general partner
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	MOUNTAIN CABLE COMMUNICATIONS CORPORATION

	MOUNTAIN CABLE COMPANY, L.P.
	By:	Pericles Communications Corporation, its managing general partner

	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

	OFE MCE I, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	OFE MCE II, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	OLYMPUS CABLE HOLDINGS, LLC
	By:	Olympus Subsidiary, LLC, its sole member
	By:	Olympus Communications, L.P., its sole member
	By:	ACC Operations, Inc., its managing general partner

	OLYMPUS CAPITAL CORPORATION

	OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C.
	By:	Olympus Communications, L.P., its sole member
	By:	ACC Operations, Inc., its managing general partner

	OLYMPUS COMMUNICATIONS, L.P.
	By:	ACC Operations, Inc., its managing general partner

	OLYMPUS MCE I, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	OLYMPUS MCE II, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	OLYMPUS SUBSIDIARY, LLC
	By:	Olympus Communications, L.P., its sole member
	By:	ACC Operations, Inc., its managing general partner

	OWENSBORO-BRUNSWICK, INC.

	OWENSBORO INDIANA, L.P.
	By:	Century Granite Cable Television Corp., its general partner

	OWENSBORO ON THE AIR, INC.

	PAGE TIME, INC.

	PALM BEACH GROUP, INC.

	PARAGON CABLE TELEVISION INC.

	PARAGON CABLEVISION CONSTRUCTION CORPORATION

	PARAGON CABLEVISION MANAGEMENT CORPORATION

	PARNASSOS COMMUNICATIONS, L.P.
	By:	Adelphia Western New York Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	PARNASSOS DISTRIBUTION COMPANY I, LLC

	By:	Adelphia Western New York Holdings, LLC, its sole member and managing member
	By:	ACC Operations, Inc.,
		its sole member and managing member

	PARNASSOS DISTRIBUTION COMPANY II, LLC

	By:	Montgomery Cablevision, Inc.,
		its sole member and managing member

	PARNASSOS HOLDINGS, LLC

	By:	Parnassos Communications, L.P., its sole member
	By:	Adelphia Western New York Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	PARNASSOS, L.P.
	By:	Parnassos Communications, L.P., its general partner
	By:	Adelphia Western New York Holdings, LLC, its general partner
	By:	ACC Operations, Inc., its sole member

	PERICLES COMMUNICATIONS CORPORATION

	PRESTIGE COMMUNICATIONS, INC.

	PULLMAN TV CABLE CO., INC.

	RENTAVISION OF BRUNSWICK, INC.

	RICHMOND CABLE TELEVISION CORPORATION

	RIGPAL COMMUNICATIONS, INC.

	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

	UCA MCE I, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	UCA MCE II, LLC
	By:	Adelphia Cablevision, LLC, as its sole member
	By:	ACC Operations, Inc., as its sole member

	U.S. TELE-MEDIA INVESTMENT COMPANY

	UPPER ST. CLAIR CABLEVISION, INC.

	VALLEY VIDEO, INC.

	VAN BUREN COUNTY CABLEVISION, INC.

	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:
	Name:	Vanessa A. Wittman
	Title:	Executive Vice President and Chief Financial Officer