Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement among UCA LLC, Century Cable Holdings, LLC, and Lender Group

Summary

This amendment, dated September 24, 2004, modifies the Second Amended and Restated Credit and Guaranty Agreement among UCA LLC, Century Cable Holdings, LLC, several affiliated borrowers, and a group of major lenders led by JPMorgan Chase Bank. The main change extends the deadlines for delivering certain financial statements for the 2002 and 2003 fiscal years. The amendment becomes effective once signed by the required parties and is governed by New York law and the Bankruptcy Code.

EX-10.1 2 a2144028zex-10_1.htm EXHIBIT 10.1
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Exhibit 10.1

AMENDMENT NO. 2 TO SECOND AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 2, dated as of September 24, 2004 (this "Amendment") to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, 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 amend 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 (as amended hereby) shall have the meaning assigned to such term in the DIP Credit Agreement (as amended hereby). Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the DIP Credit Agreement shall, after the date of effectiveness of this Amendment, refer to the DIP Credit Agreement as amended hereby.

Section 2. Extended Time Period for Delivery of Certain Financial Statements. Section 5.01(a)(x) of the DIP Credit Agreement is hereby amended to replace the parenthetical phrase "(but, in the case of the 2002 and 2003 fiscal years, no later than September 30, 2004)" contained in the second line thereof with the parenthetical phrase "(but, in the case of the 2002 and 2003 fiscal years, (I) with respect to the financial statements required to be delivered pursuant to clause (A) immediately below, no later than December 31, 2004, and (II) with respect to the financial statements required to be delivered pursuant to clause (B) immediately below, no later than February 28, 2005)".

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

Section 4. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Subject to the terms of the immediately following sentence, this Amendment shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders. This Amendment 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 Amendment, and such notice shall be conclusive and binding on all parties hereto.

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

		JPMORGAN CHASE BANK
		By:		Name: Title:
		CITICORP NORTH AMERICA, INC.
		By:		Name: Title:
		WACHOVIA BANK, N.A.
		By:		Name: Title:
		THE BANK OF NOVA SCOTIA
		By:		Name: Title:
		BANK OF AMERICA, N.A.
		By:		Name: Title:
		GENERAL ELECTRIC CAPITAL CORPORATION
		By:		Name: Title:
		CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH
		By:		Name: Title:
		By:		Name: Title:

		DEUTSCHE BANK AG NEW YORK BRANCH
		By:		Name: Title:
		By:		Name: Title:
		THE FOOTHILL GROUP, INC.
		By:		Name: Title:
		CALYON
		By:		Name: Title:
		By:		Name: Title:
		BANK OF MONTREAL
		By:		Name: Title:
		BAYERISCHE HYPO-und VEREINSBANK AG, NEW YORK BRANCH
		By:		Name: Title:
		By:		Name: Title:
		THE TRAVELERS INSURANCE COMPANY
		By:		Name: Title:

		SATELLITE SENIOR INCOME FUND, LLC
		By:		Satellite Asset Management, L.P. Its Investment Manager
		By:		Name: Title:
		SUMITOMO MITSUI BANKING CORPORATION
		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:

		EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
		By:		Eaton Vance Management as Investment Advisor
		By:		Name: Title:
		EATON VANCE LIMITED DURATION INCOME FUND
		By:		Eaton Vance Management as Investment Advisor
		By:		Name: Title:
		EATON VANCE FLOATING-RATE INCOME TRUST
		By:		Eaton Vance Management as Investment Advisor
		By:		Name: Title:
		TOLLI & CO.
		By:		Eaton Vance Management as Investment Advisor
		By:		Name: Title:
		GRAYSON & CO
		By:		Boston Management and Research as Investment Advisor
		By:		Name: Title:

		SENIOR DEBT PORTFOLIO
		By:		Boston Management and Research 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:		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:		Name: Title:
		SRF TRADING, INC.
		By:		Name: Title:

		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
		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:		Name: Title:
		WACHOVIA BANK, NATIONAL ASSOCIATION
		By:		Name: Title:
		GLENEAGLES TRADING LLC
		By:		Name: Title:
		HIGHLAND LOAN FUNDING V LTD
		By:		Highland Capital Management, L.P. as Collateral Manager
		By:		Name: Title:

		CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
		By:		Highland Capital Management, L.P. as Authorized Representatives of the Board
		By:		Name: Title:
		ING PRIME RATE TRUST
		By:		ING Investments, LLC as its investment manager
		By:		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:		Babson Capital Management LLC, as Investment Adviser
		By:		Name: Title:

		MAPLEWOOD (CAYMAN) LIMITED
		By:		Babson Capital Management LLC, 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-COMPASS LO 2002-I LTD
		By:		Gulf Stream Asset Management, LLC as Collateral Manager
		Name: Title:
		GULF STREAM-COMPASS CLO 2003-I LTD
		By:		Gulf Stream Asset Management, LLC as Collateral Manager
		Name: Title:
		STANWICH LOAN FUNDING LLC
		By:		Name: Title:

		RIVIERA FUNDING LLC
		By:		Name: Title:
		ATRIUM CDO
		By:		Name: Title:
		CSAM FUNDING IV
		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:
		CLYDESDALE CLO 2003 LTD
		By:		Nomura Corporate Research and Asset Management, Inc., as Collateral Manager
		By:		Name: Title:

		CLYDESDALE CLO 2004 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:

	PAMCO CAYMAN LTD.
	By:	Highland Capital Management, L.P., as Collateral Manager
	By:	Name: Title:
	PAM CAPITAL FUNDING L.P.
	By:	Highland Capital Management, L.P., as Collateral Manager
	By:	Name: Title:
	RESTORATION FUNDING CLO, LTD.
	By:	Highland Capital Management, L.P. Collateral Manager
	By:	Name: Title:
	CHAMPLAIN CLO, LTD
	By:	Name: Title:
NAME OF LENDER:
	By:	Name: Title:
NAME OF LENDER:
	By:	Name: Title:
	By:	Name: Title:

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

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AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT