-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJZMOuBqyeHQYLefBFRn7CHH/QwMiYNVh/6HJmbp4wMfePABeaefjxhTCej9XP/E hnt3vRnvQRCQD7xqawwumQ== 0000796486-04-000002.txt : 20040105 0000796486-04-000002.hdr.sgml : 20040105 20040105165921 ACCESSION NUMBER: 0000796486-04-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031205 ITEM INFORMATION: Other events ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPUS CAPITAL CORP CENTRAL INDEX KEY: 0000754019 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232868925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-19327-01 FILM NUMBER: 04505920 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 8142749830 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPUS COMMUNICATIONS LP CENTRAL INDEX KEY: 0000861255 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 251622615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-19327 FILM NUMBER: 04505919 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 8142749830 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 8-K 1 f8ksub_nov2003.htm FORM 8-K Subsidiary 8-K for 11/30/2003 MOR

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 5, 2003

OLYMPUS COMMUNICATIONS, L.P.
OLYMPUS CAPITAL CORPORATION
FRONTIERVISION OPERATING PARTNERS, L.P.
FRONTIERVISION CAPITAL CORPORATION
FRONTIERVISION HOLDINGS, L.P.
FRONTIERVISION HOLDINGS CAPITAL CORPORATION
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
ARAHOVA COMMUNICATIONS, INC.
(Exact name of registrants as specified in their respective charters)


Delaware	333-19327	25-1622615
Delaware	333-19327-01	23-2868925
Delaware	333-9535	84-1316775
Delaware	333-9535-01	84-1353734
Delaware	333-36519	84-1432334
Delaware	333-36519-01	84-1432976
Delaware	333-75567-01	84-1481765
Delaware	0-16899	25-1844576
(State or other jurisdiction of	(Commission File Numbers)	(IRS Employer Identification Nos.)
incorporation)

5619 DTC Parkway – Greenwood Village, CO 80111
(Address of principal executive offices) (Zip Code)

Registrants’ telephone number, including area code (303) 268-6300

Item 5. Other Events

On December 5, 2003, Amendment No. 10 to Adelphia Communications Corporation’s (the “Company”) $1.5 billion debtor-in-possession credit facility (the “DIP Facility”) became effective. A copy of Amendment No. 10 to the DIP Facility is attached to this filing as Exhibit 10.1.

On December 18, 2003, Amendment No. 11 to the Company’s DIP Facility became effective. A copy of Amendment No. 11 to the DIP Facility is attached to this filing as Exhibit 10.2.

Item 9. Regulation FD Disclosure

Operating Reports

On December 23, 2003, the Company and certain other debtor-in-possession subsidiaries of the Company filed their unaudited consolidated Monthly Operating Report (the “Adelphia Operating Report”) for the month of November 2003 with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Exhibit 99.1 to this Current Report on Form 8-K contains the unaudited consolidated financial statements and the Bankruptcy Court reporting schedules set forth in the Adelphia Operating Report as filed with the Bankruptcy Court.

The Company cautions readers not to place undue reliance upon the information contained in the Adelphia Operating Report, which contains unaudited information, and is in the format prescribed by applicable bankruptcy laws. The Adelphia Operating Report is subject to revision. The Adelphia Operating Report also contains information for periods, which may be shorter or otherwise different from those contained in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the Adelphia Operating Report and the other information contained in this report (including exhibits) that is being furnished pursuant to Item 9 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Cautionary Statement Regarding Financialand Operating Data

As a result of actions taken by management during the time it was controlled by the Rigas family: (a) the Company has not yet completed its financial statements as of or for the years ended December 31, 2002 and 2001, or received its independent public accountants’ report thereon or filed with the Securities and Exchange Commission (the “Commission”) its Annual Report on Form 10-K for the years ended December 31, 2002 and 2001; (b) the Company’s former independent public accountants, Deloitte & Touche LLP, suspended their auditing work on the Company’s financial statements as of and for the year ended December 31, 2001 and withdrew their audit report with respect to the year ended December 31, 2000; (c) the Company has not yet completed its financial statements or filed with the Commission its Quarterly Report on Form 10-Q as of and for the quarterly periods ended September 30, 2003, June 30, 2003 or March 31, 2003; (d) the Company has not yet completed its financial statements or filed with the Commission its Quarterly Report on Form 10-Q as of and for the quarterly periods ended September 30, 2002, June 30, 2002 or March 31, 2002; and (e) the Company expects to restate its financial statements for the years ended December 31, 2000 and 1999, and its interim financial statements for 2001 and possibly other periods. New

management took control of the Company in May 2002 and retained new independent auditors and began the preparation of new financial statements for the periods in question. As a result of certain actions of Rigas management that the Company has previously disclosed, the Company is unable to predict at this time when such financial statements will be completed. In addition, current management believes that the public information provided by Rigas management on other matters of interest to investors, such as the Company’s rebuild percentage (the percentage of the Company’s cable television systems that the Company believes have been upgraded to current standards), was unreliable. As a result, the Company anticipates that it may have to supplement the financial and other information contained in this Form 8-K and that such supplemental information may be material.

Cautionary Statement Regarding Forward Looking Statements

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements regarding the Company and its subsidiaries’ (collectively, “Adelphia”) expected future financial position, results of operations, cash flows, restructuring and financing plans, business strategy, budgets, projected costs, capital expenditures, competitive positions, growth opportunities, plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ from Adelphia’s expectations. Adelphia does not undertake a duty to update such forward-looking statements.

Actual future results and trends for Adelphia may differ materially depending on a variety of factors discussed in the Company’s filings with the Commission, including its recently filed Current Reports on Form 8-K, the most recently filed Quarterly Report on Form 10-Q, the Annual Report on Form 10-K for the year ended December 31, 2000, and the most recent prospectus supplement filed under Registration Statement No. 333-64224, under the section entitled “Risk Factors” contained therein. Factors that may affect the plans or results of Adelphia include, without limitation: (a) Adelphia’s filing of a petition for relief under Chapter 11 of the United States Bankruptcy Code; (b) the results of litigation against Adelphia, including the civil complaint by the Commission and the potential for a criminal indictment of Adelphia; (c) the effects of government regulations and the actions of local cable franchise authorities; (d) the availability of debtor-in-possession financing and surety bonds to support Adelphia’s operations; (e) the results of Adelphia’s internal investigation and the matters described above under “Cautionary Statement Regarding Financial and Operating Data”; (f) actions of Adelphia’s competitors; (g) the pricing and availability of equipment, materials, inventories and programming; (h) product acceptance, including customer response to repackaged services, and customer spending patterns; (i) Adelphia’s ability to execute on its business plans, to provide uninterrupted service to its customers and to conduct, expand and upgrade its networks; (j) technological developments; (k) matters relating to or in connection with the bankruptcy filing and proceedings of TelCove, Inc. (formerly known as Adelphia Business Solutions, Inc.); (l) changes in general economic conditions and/or economic conditions in the markets in which Adelphia may, from time to time, compete; (m) the movement of interest rates and the resulting impact on Adelphia’s interest obligations with respect to its pre-petition bank debt and the DIP Facility; and (n) the delisting of the Company’s common stock by Nasdaq. Many of such factors are beyond the control of Adelphia and its current management.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: January 5, 2004	OLYMPUS COMMUNICATIONS, L.P. (Registrant)

	By: ACC OPERATIONS, INC.,
	its Managing General Partner

	By: /s/ Scott Macdonald
	Scott Macdonald
	Senior Vice President
	and Chief Accounting Officer



	OLYMPUS CAPITAL CORPORATION (Registrant)

	By: /s/ Scott Macdonald
	Scott Macdonald
	Senior Vice President
	and Chief Accounting Officer



	FRONTIERVISION OPERATING PARTNERS, L.P. (Registrant)

	By: FRONTIERVISION HOLDINGS, L.P.,
	its General Partner

	By: FRONTIERVISION PARTNERS, L.P.,
	its General Partner

	By: ADELPHIA GP HOLDINGS, L.L.C.,
	its General Partner

	By: ACC OPERATIONS, INC.,
	its Sole Member

	By: /s/ Scott Macdonald
	Scott Macdonald
	Senior Vice President
	and Chief Accounting Officer



	FRONTIERVISION CAPITAL CORPORATION (Registrant)

	By: /s/ Scott Macdonald
	Scott Macdonald
	Senior Vice President
	and Chief Accounting Officer



	FRONTIERVISION HOLDINGS, L.P., (Registrant)

	By: FRONTIERVISION PARTNERS, L.P.,
	its General Partner

	By: ADELPHIA GP HOLDINGS, L.L.C.,
	its General Partner

	By: ACC OPERATIONS, INC.,
	its Sole Member

	By: /s/ Scott Macdonald
	Scott Macdonald
	Senior Vice President
	and Chief Accounting Officer



	FRONTIERVISION HOLDINGS CAPITAL CORPORATION (Registrant)

	By: /s/ Scott Macdonald
	Scott Macdonald
	Senior Vice President
	and Chief Accounting Officer



	FRONTIERVISION HOLDINGS CAPITAL II CORPORATION (Registrant)

	By: /s/ Scott Macdonald
	Scott Macdonald
	Senior Vice President
	and Chief Accounting Officer



	ARAHOVA COMMUNICATIONS, INC. (Registrant)

	By: /s/ Scott Macdonald
	Scott Macdonald
	Senior Vice President
	and Chief Accounting Officer

4-5

EXHIBIT INDEX


Exhibit	Description
10.1	Amendment No. 10, dated as of December 5, 2003, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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 listed therein and each of the Financial Institutions from time to time party thereto.
10.2	Amendment No. 11, dated as of December 18, 2003, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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 listed therein and each of the Financial Institutions from time to time party thereto.
99.1	Monthly Operating Report for the period ended November 30, 2003, dated December 23, 2003.

EX-10 3 amendment10.htm EXHIBIT 10.1 Exhibit 10.1 - Amendment No. 10

AMENDMENT NO. 10 AND WAIVER UNDER AMENDED AND RESTATED
CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 10 AND WAIVER, dated as of December 5, 2003 (this “Amendment and Waiver”) to 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, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC. (formerly known as 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 amend 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 and Waiver, refer to the DIP Credit Agreement as amended hereby.

Section 2. Excess Payments. The second sentence contained in Section 2.02(f) of the DIP Credit Agreement is hereby amended and restated in its entirety as follows:

“Amounts on deposit in any such sub-account shall be withdrawn by the Administrative Agent (i) to pay to the relevant Tranche B DIP Lender any amounts subsequently payable by the Borrowers to such Tranche B DIP Lender pursuant to subsection (e) above or (ii) at the instruction of the Borrowers, to pay any and all fees or other amounts that may be payable by the Borrowers or any other Loan Party hereunder to the Tranche B DIP Lenders under the terms of the DIP Credit Agreement, including without limitation, any and all Letter of Credit Fees that may be payable from time to time to any Tranche B DIP Lender that is a Fronting Bank hereunder, including without limitation, any fees payable to any such Fronting Bank in connection with the issuance, renewal or monthly maintenance of any Letter of Credit issued by such Fronting Bank hereunder, and the Borrowers shall not be required to make any payment to any Tranche B DIP Lender pursuant to subsection (e) above until the amounts on deposit in such sub-account of such Tranche B DIP Lender shall be $0.”

Section 3. Extended Time Period for Delivery of 2003 Audited Financial Statements. Section 5.01(a)(x) of the DIP Credit Agreement is hereby amended to replace the phrase “(but, in the case of the 2002 fiscal year, no later than April 15, 2004)” contained in the second line thereof with the phrase “(but, in the case of the 2002 and 2003 fiscal years, no later than April 15, 2004)".

Section 4. Waiver of Asset Sale Basket in Section 6.11(iv) of the DIP Credit Agreement. Each DIP Lender hereby waives any Default or Event of Default arising under Section 6.11 (iv) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of the sale or other disposition of assets by any Loan Party in connection with (i) the Fujitsu Transaction (as hereinafter defined), or (ii) the transactions contemplated by that certain Master Reciprocal Settlement Agreement to be entered into by and between Parent and Adelphia Business Solutions, Inc., a Delaware corporation (d/b/a TelCove) (the “Master Settlement Agreement”), including any transactions contemplated by any annex thereto (collectively, the “Annexes”); complete and accurate copies of a draft of the Master Settlement Agreement and the draft Annexes thereto have been provided to the Co-Lead Arrangers. Notwithstanding the foregoing, the waiver set forth in Section 4(ii) above with respect to the transactions contemplated by the Master Settlement Agreement and the Annexes thereto shall only be effective to the extent that (A) the Schedules and Exhibits to the Master Settlement Agreement and the Annexes are reasonably satisfactory to the Co-Lead Arrangers and (B) such transactions are consummated on terms substantially similar to the terms set forth in the draft Master Settlement Agreement and the draft Annexes thereto which were previously provided to the Co-Lead Arrangers pursuant to the terms hereof. In furtherance of the foregoing, each DIP Lender hereby acknowledges and agrees that the fair market value of any assets sold or otherwise disposed of pursuant to the terms of clauses (i) and (ii) in the immediately preceding sentence hereof, shall not count against or otherwise reduce the aggregate dollar amount of asset sales or other dispositions (after giving effect to the amendment set forth in Section 5 hereof) that the Loan Parties are permitted to consummate under Section 6.11(iv) of the DIP Credit Agreement without obtaining the prior written consent of the Required DIP Lenders.

Section 5. Amendment to Asset Sale Basket. Section 6.11(iv) of the DIP Credit Agreement is hereby amended by deleting the reference to “$15,000,000” therein and replacing such reference with “$30,000,000.”

Section 6. Waiver with respect to Pre-Petition Payment to Fujitsu. Each DIP Lender hereby waives any Default or Event of Default arising under Section 7.01(l) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of any Pre-Petition Payment made by any Loan Party to Fujitsu Network Communications, Inc. (“Fujitsu”) pursuant to the terms of that certain Stipulation and Order entitled “Compromising and Settling Claims of Fujitsu Network Communications, Inc.” (the “Stipulation and Order”), which Stipulation and Order shall be filed with, and approved by, the Bankruptcy Court prior to the effectiveness of the waiver set forth in this Section 6 of this Amendment and Waiver, it being understood and agreed that the aggregate Pre-Petition Payment to be made to Fujitsu pursuant to the terms of the Stipulation and Order shall not exceed $2,000,000 (the transactions contemplated by the Stipulation Order are referred to herein as the “Fujitsu Transactions”). The DIP Lenders hereby acknowledge and agree that consistent with the terms of the Amended and Restated Security and Pledge Agreement, and after giving effect to the waiver contemplated by the immediately preceding sentence hereof, any and all Transaction Liens (as such term is defined in the Amended and Restated Security and Pledge Agreement) on the assets transferred by any Loan Party to Fujitsu in connection with the consummation of the Fujitsu Transactions shall automatically, without any further action by any Loan Party or any DIP Lender, terminate and cease and no longer be of any further force or effect.

Section 7. 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 8. 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. Subject to the immediately following sentence hereof, 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. Notwithstanding the foregoing, in addition to the requirements set forth in the immediately preceding sentence hereof, (i) Section 2 of this Amendment and Waiver shall not become effective until the Administrative Agent shall have received duly executed counterparts hereof signed by the Tranche B DIP Lenders representing in excess of 50% of the Tranche B Credit-Linked Deposit Amounts and (ii) the waiver contemplated by Section 6 of this Amendment and Waiver shall not become effective until the Administrative Agent shall have received a certified copy of the order of the Bankruptcy Court approving the Pre-Petition Payments contemplated by the Fujitsu Transactions. Subject to the foregoing, this Amendment and 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 Amendment, and such notice shall be conclusive and binding on all parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


JPMORGAN CHASE BANK
By:
Name:
Title:
CITICORP USA, INC
By:
Name:
Title:
WACHOVIA BANK, N.A
By:
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
Name:
Title:
FLEET NATIONAL BANK
By:
Name:
Title:
BANK OF AMERICA, N.A
By:
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
Name:
Title:
THE TRAVELERS INSURANCE COMPANY
By:
Name:
Title:
BANK OF MONTREAL
By:
Name:
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:
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 (161)
By:
Name:
Title:
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:
Name:
Title:
REGIMENT CAPITAL, LTD
By: Regiment Capital Management, LLC as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and Pursuant to delegated authority
By:
Name:
Title:
PRESIDENT & FELLOWS OF HARVARD COLLEGE
By: Regiment Capital Management, LLC as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and Pursuant to delegated authority
By:
Name:
Title:
LIBERTYVIEW FUNDS, L.P.
By:
Name:
Title:
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust Administrator
By:
Name:
Title:
AIMCO CLO, SERIES 2001-A
By:
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By:
Name:
Title:
PROTECTIVE LIFE INSURANCE COMPANY
By:
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: David L. Babson & Company Inc., as Investment Adviser
By:
Name:
Title:
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company Inc., under delegated authority
from Massachusetts Mutual Life Insurance Company
as Investment Manager
By:
Name:
Title:
BLACK DIAMOND INTERNATIONAL FUNDING, LTD
By:
Name:
Title:
BRYN MAWR CLO, LTD
By: Deerfield Capital Management LLC as its Collateral Manager
By:
Name:
Title:
GULF STREAM CDO 2002-I
By: Gulf Stream Asset Management, LLC as Collateral Manager
By:
Name:
Title:
STANWICH LOAN FUNDING LLC
By:
Name:
Title:
RIVIERA FUNDING LLC
By:
Name:
Title:
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:
RESTORATION FUNDING CLO, LTD
By: Highland Capital Management, L.P. Collateral Manager
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 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
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:
Name: William T. Schleyer
Title: Chief Executive Officer

EX-10 4 amendment11.htm EXHIBIT 10.2 Exhibit 10.2 - Amendment No. 11

AMENDMENT NO. 11 UNDER AMENDED AND RESTATED
CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 11, dated as of December 18, 2003 (this “Amendment”) to the Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (as amended and in effect immediately prior to the effectiveness of this Amendment, the “DIP Credit Agreement”), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC. (formerly known as 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 amend 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 Draft Plan of Reorganization and Draft Disclosure Statement. Section 5.01(p)(ii) is hereby amended to replace the date “December 31, 2003” contained therein with the date “February 16, 2004".

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 immediately following sentence hereof, 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 by their respective authorized officers as of the day and year first above written.


JPMORGAN CHASE BANK
By:
Name:
Title:
CITICORP USA, INC
By:
Name:
Title:
WACHOVIA BANK, N.A
By:
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
Name:
Title:
FLEET NATIONAL BANK
By:
Name:
Title:
BANK OF AMERICA, N.A
By:
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
Name:
Title:
THE TRAVELERS INSURANCE COMPANY
By:
Name:
Title:
BANK OF MONTREAL
By:
Name:
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:
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 (161)
By:
Name:
Title:
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:
Name:
Title:
REGIMENT CAPITAL, LTD
By: Regiment Capital Management, LLC as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and Pursuant to delegated authority
By:
Name:
Title:
PRESIDENT & FELLOWS OF HARVARD COLLEGE
By: Regiment Capital Management, LLC as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and Pursuant to delegated authority
By:
Name:
Title:
LIBERTYVIEW FUNDS, L.P.
By:
Name:
Title:
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust Administrator
By:
Name:
Title:
AIMCO CLO, SERIES 2001-A
By:
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By:
Name:
Title:
PROTECTIVE LIFE INSURANCE COMPANY
By:
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: David L. Babson & Company Inc., as Investment Adviser
By:
Name:
Title:
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company Inc., under delegated authority
from Massachusetts Mutual Life Insurance Company
as Investment Manager
By:
Name:
Title:
BLACK DIAMOND INTERNATIONAL FUNDING, LTD
By:
Name:
Title:
BRYN MAWR CLO, LTD
By: Deerfield Capital Management LLC as its Collateral Manager
By:
Name:
Title:
GULF STREAM CDO 2002-I
By: Gulf Stream Asset Management, LLC as Collateral Manager
By:
Name:
Title:
STANWICH LOAN FUNDING LLC
By:
Name:
Title:
RIVIERA FUNDING LLC
By:
Name:
Title:
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:
RESTORATION FUNDING CLO, LTD
By: Highland Capital Management, L.P. Collateral Manager
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 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
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:
Name: William T. Schleyer
Title: Chief Executive Officer

EX-99.1 CHARTER 5 centml_nov2003mor.htm EXHIBIT 99.1 Century ML 11/30/2003 MOR

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

Case No. 02-14838 (REG)
Chapter 11

CENTURY-ML CABLE VENTURE

(Name of Debtor)

Monthly Operating Report for
the period ended November 30, 2003 *

Debtor’s Address:
Urb. Industrial Tres Monjitas
1 Calle Manuel Camunas
San Juan, PR 00918-1485

Morgan, Lewis & Bockius LLP

(Debtor Attorney)

Monthly Operating Profit: $266
($ in thousands)

Report Preparer:

The undersigned, having reviewed the attached report and being familiar with the Debtor’s financial affairs, verifies under the penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.*

Date: December 23, 2003


	/s/ Scott Macdonald
	Scott Macdonald
	Senior Vice President and Chief Accounting Officer
	Century Communications Corp. (Managing Partner)

Indicate if this is an amended statement by checking here

AMENDED STATEMENT_____

*All amounts herein are preliminary and subject to revision. The debtor reserves all rights to revise this report.

CENTURY-ML CABLE VENTURE (DEBTOR-IN-POSSESSION) UNAUDITED BALANCE SHEET (Dollars in thousands)
	November 30, 2003
ASSETS:
Cash and cash equivalents	$	12,918
Subscriber receivables, net		451
Prepaid expenses and other assets, net		160
Investment in Century-ML Cable Corporation		115,460
Related party receivables		231
Property, plant and equipment, net		6,296
Intangible assets		1,528

Total assets	$	137,044

LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable	$	79
Subscriber advance payments and deposits		262
Accrued expenses and other liabilities		847
Intercompany payables		1,046
Deferred income taxes		45

		2,279

Liabilities subject to compromise:
Accounts payable		20
Accrued expenses and other liabilities		1,071
Intercompany payables		11,153

Total liabilities subject to compromise		12,244

Total liabilities		14,523

Contingencies (Note 9)

Partners' equity:
Partners' contributions		56,800
Partners' retained earnings		65,721

Total partners' equity		122,521

Total liabilities and partners' equity	$	137,044

The accompanying notes are an integral part of these unaudited financial statements.

CENTURY-ML CABLE VENTURE (DEBTOR-IN-POSSESSION) UNAUDITED STATEMENTS OF OPERATIONS (Dollars in thousands)
	Month Ended November 30, 2003			Fourteen Months Ended November 30, 2003
Revenue	$	919		$	12,956

Cost and expenses:
Direct operating and programming		400			4,978
Selling, general and administrative		122			1,588
Management fees		34			733
Non-recurring professional fees		--			(56	)
Depreciation		87			1,140

Operating income before reorganization expenses due to bankruptcy		276			4,573
Reorganization expenses due to bankruptcy		10			180

Operating income		266			4,393
Interest income, net		14			140
Equity in net income of Century-ML Cable Corporation, net of taxes		1,377			18,618

Income before income taxes		1,657			23,151
Income tax expense		(98	)		(1,579	)

Net income	$	1,559		$	21,572

The accompanying notes are an integral part of these unaudited financial statements.

CENTURY-ML CABLE VENTURE (DEBTOR-IN-POSSESSION) UNAUDITED STATEMENTS OF CASH FLOWS (Dollars in thousands)
	Month Ended November 30, 2003			Fourteen Months Ended November 30, 2003
Cash flows from operating activities:
Net income	$	1,559		$	21,572
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		87			1,140
Reorganization expenses due to bankruptcy		10			180
Non-recurring professional fees		--			(56	)
Equity in net income of Century-ML Cable Corporation, net of taxes		(1,377	)		(18,618	)
Change in assets and liabilities:
Subscriber receivables, net		22			79
Prepaid expenses and other assets, net		(106	)		1
Accounts payable		(3	)		103
Subscriber advance payments and deposits		(95	)		(39	)
Accrued expenses and other liabilities		258			522
Intercompany receivables and payables, net		56			946

Net cash provided by operating activities		411			5,830

Cash flows from investing activities:
Expenditures for property, plant and equipment		(118	)		(1,300	)

Net cash used in investing activities		(118	)		(1,300	)

Change in cash and cash equivalents		293			4,530
Cash and cash equivalents, beginning of period		12,625			8,388

Cash and cash equivalents, end of period	$	12,918		$	12,918

The accompanying notes are an integral part of these unaudited financial statements.

CENTURY — ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands)

1. Organization, Business and Proceedings under Chapter 11

Century-ML Cable Venture (“CMLCV” or the “Venture”) owns, operates and manages cable television systems located in Puerto Rico. CMLCV’s operations consist primarily of selling video programming, which is distributed to subscribers for a monthly fee through a network of fiber optic and coaxial cables.

Bankruptcy Proceedings

On September 30, 2002, CMLCV filed a voluntary petition to reorganize under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). CMLCV is operating its business as a debtor-in-possession. By order dated November 13, 2003 the Bankruptcy Court granted the Venture’s request for an extension of the exclusive period within which to file a plan of reorganization and solicit acceptances thereof through January 4, 2004 and March 10, 2004, respectively.

CMLCV is a Joint Venture between ML Media Partners, L.P. (“ML Media”) and Century Communications Corporation (“Century”), a wholly owned, indirect subsidiary of Adelphia Communications Corporation (“Adelphia”). Century-ML Cable Corporation, a wholly-owned subsidiary of CMLCV, has not filed a bankruptcy petition and has not been consolidated with the Venture in these unaudited financial statements. Century-ML Cable Corporation is presented as an equity investment in the unaudited financial statements as described in Note 8 below.

Adelphia and certain of its majority-owned subsidiaries filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court on June 25, 2002, which are administered in a joint proceeding (including Century, which filed on June 10, 2002). CMLCV is subject to a separate bankruptcy proceeding and is not part of the jointly administered Adelphia cases.

Additionally, the accompanying unaudited financial statements do not include any entities owned and/or controlled by the John J. Rigas family (the “Rigas Family”).

Basis of Presentation

Until a plan of reorganization is confirmed by the Bankruptcy Court, the unaudited financial statements of the Venture have been prepared using guidance prescribed by the American Institute of Certified Public Accountants’ (“AICPA”) Statement of Position 90-7 “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”) and generally accepted accounting principles in the United States of America (“GAAP”). These unaudited consolidated financial statements are not intended to present fairly the financial position of the Venture as of November 30, 2003, or the results of its operations or its cash flows for the one and fourteen month periods ended November 30, 2003 in conformity with GAAP because the unaudited consolidated financial statements exclude the financial position and results of operations of the Century-ML Cable Corporation. Furthermore, the unaudited consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements.

The accompanying unaudited financial statements of the Venture have been prepared on a going concern basis, which assumes the realization of assets and the payment of liabilities in the ordinary course of business, and do not reflect any adjustments that might result if the Venture is unable to continue as a going concern. As a result of the reorganization proceedings under Chapter 11 of the Bankruptcy Code, the Venture may take, or may be required to take, actions which may cause assets to be realized, or liabilities to be liquidated, for amounts other than those reflected in the unaudited consolidated financial statements.

SOP 90-7 requires that (i) pre-petition liabilities that are subject to compromise be segregated in the Venture’s balance sheet as liabilities subject to compromise and (ii) revenue, expenses, realized gains and losses, and provisions for losses resulting directly from the reorganization and restructuring of the Venture be reported separately as reorganization expenses in the statement of operations. The Venture believes that cash flows from operations should allow the Venture to continue as a going concern. However, there can be no assurance of this. The Venture’s ability to continue as a going concern is also dependent upon its ability to generate sufficient cash flow from operations to meet its obligations as they become due. In the event a Chapter 11 plan of reorganization is confirmed by the Bankruptcy Court and becomes effective, continuation of the Venture’s business thereafter will be dependent on the Venture’s ability to achieve positive operating results and maintain satisfactory capital and liquidity. Until a plan of reorganization is confirmed by the Bankruptcy Court and becomes effective, there can be no assurance that the Venture will emerge from these bankruptcy proceedings. Furthermore, the effect on the Venture’s business from the terms and conditions of such a plan of reorganization cannot be determined at this time and, therefore, also raises substantial doubt regarding the Venture’s ability to continue as a going concern.

The accompanying unaudited financial statements have been derived from the books and records of the Venture and Adelphia. However, certain financial information, derived from the Venture and/or Adelphia, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, the Venture believes that the financial information will be subject to changes, and these changes could be material.

The Venture is reviewing its books and records and other information on an ongoing basis to determine whether the accompanying unaudited financial statements should be supplemented or otherwise amended. The Venture reserves the right to file, at any time, such supplements or amendments to these accompanying unaudited financial statements. These accompanying unaudited financial statements should not be considered an admission of the Venture’s income, expenditures or general financial condition, but rather, a current compilation of the Venture’s books and records. The Venture does not make, and/or specifically disclaims any representation or warranty as to the completeness or accuracy of the information set forth herein.

The operating results for the period presented herein may not be indicative of the operating results for the full year or any future interim period.

All significant intercompany accounts have been presented gross for purposes of these unaudited financial statements and accordingly, have not been eliminated in consolidation. GAAP would require that these intercompany balances be eliminated in consolidation. See Note 5 to these unaudited financial statements for further discussion.

As previously stated, certain footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of the Venture’s management, all disclosures considered necessary for an informative presentation have been included herein.

Dismissal of Former Independent Public Accountants/New Management

As disclosed in Adelphia’s Current Report on Form 8-K filed on June 14, 2002, as amended, Adelphia, on June 9, 2002, dismissed Deloitte & Touche LLP (“Deloitte”), the Venture’s and Adelphia’s former independent public accountants.

As a result of actions taken by the former management of Adelphia, the Venture has not yet completed its financial statements as of and for the years ended December 31, 2002 and 2001 or received its independent auditor’s report thereon. As of the date Deloitte was dismissed as the Venture’s and Adelphia’s independent public accountants, Deloitte completed its audit and issued its independent auditors’ report with respect to the Venture’s financial statements as of and for the year ended December 31, 2001. As disclosed in a press release attached to its Current Report on Form 8-K filed on June 21, 2002, Adelphia announced it had been advised by Deloitte that based on management’s decision to restate Adelphia’s financial statements, Deloitte had withdrawn its certifications of financial statements of the Venture and Adelphia that Deloitte had issued since March 2001. At this time, management has not completed its review of Adelphia’s and/or the Venture’s books. Also, the Venture has not selected an independent accountant to replace Deloitte. It is expected that Adelphia, as well as the Venture, may restate its financial statements for years ended December 31, 2000 and 1999 and possibly other periods.

On November 6, 2002, Adelphia filed a lawsuit against Deloitte charging them with, among other charges, professional negligence, breach of contract, fraud and wrongful conduct. Adelphia is seeking compensation for all injury from Deloitte’s conduct, as well as punitive damages. Deloitte has filed preliminary objections to the complaint. On June 11, 2003, the Bankruptcy Court denied Deloitte’s preliminary objections in their entirety.

Effective March 18, 2003, Adelphia appointed William Schleyer to serve as its new Chief Executive Officer and Ronald Cooper to serve as its new President and Chief Operating Officer. The new Chief Executive Officer replaced the Interim Chief Executive Officer who, along with other members of the current management team, took control of Adelphia and the Venture in May 2002. Adelphia’s employment of William Schleyer and Ronald Cooper was approved by the Bankruptcy Court by orders dated March 4, 2003 and March 7, 2003, respectively.

In November 2003, the Venture announced that it has retained Jean Simmons as its new general manager to succeed the Venture’s prior general manager. Ms. Simmons will be an employee of Adelphia, but will devote full time services to the Venture, which will bear all costs of the new general manager.

2. Liabilities Subject to Compromise

As discussed in Note 1 to the accompanying unaudited financial statements, the Venture has been operating as a debtor-in-possession under Chapter 11 of the Bankruptcy Code since September 30, 2002. The Venture has been authorized by the Bankruptcy Court overseeing the proceeding to operate its business in the ordinary course.

As a result of the Chapter 11 filing, all actions to collect the payment of pre-petition indebtedness are subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-Chapter 11 liabilities are stayed. Although pre-petition claims are generally stayed, as part of the first day orders and subsequent motions granted by the Bankruptcy Court, the Bankruptcy Court approved the Venture’s motions to pay certain pre-petition obligations including, but not limited to, employee wages and other related benefits. The Venture has been paying and intends to continue to pay undisputed post-petition claims in the ordinary course of business. In addition, the Venture may assume or reject pre-petition executory contracts and unexpired leases with the approval of the Bankruptcy Court. Unless otherwise agreed to by the parties, the cost of curing any pre-petition executory contract or unexpired lease is borne by the Venture. Any damages resulting from the rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as liabilities subject to compromise. The Venture has provided notice to all known claimants of the bar date and their need to file a proof of claim with the Bankruptcy Court. A bar date is the date by which proofs of claims against the Venture must be filed if a claimant disagrees with how such claimant’s claim appears on the Venture’s Schedules of Liabilities. By Order dated December 2, 2003, the Bankruptcy Court established a bar date for filing proofs of claim against the Venture’s estate of January 15, 2004 at 5:00 P.M. (Eastern Time). Differences between liability amounts estimated by the Venture and claims filed by creditors will be investigated and the Bankruptcy Court will make a final determination of the disposition of such claims. The determination of how such liabilities will ultimately be settled and treated cannot be made until the Bankruptcy Court approves a Chapter 11 plan of reorganization as discussed in Note 1. Accordingly, the ultimate amount of the Venture’s total liabilities is presently not determinable. On February 21, 2003, the Venture filed its Statement of Financial Affairs and Schedules of Assets and Liabilities, summarizing the Venture’s current expectations as to the aggregate assets and liabilities of the Venture on a detailed basis.

As of November 30, 2003, the Venture estimates that it has liabilities subject to compromise of $12,244. Liabilities subject to compromise have been reported in accordance with SOP 90-7. Such amounts may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain other claims, the values of any collateral securing such claims, and/or other events. Such adjustments may be material to the amounts reported as liabilities subject to compromise.

Valuation methods used in Chapter 11 reorganization cases vary depending on the purpose for which they are prepared and used and are rarely based on GAAP, the basis of which the accompanying financial statements are prepared, unless otherwise noted. Accordingly, the values set forth in the accompanying unaudited financial statements are not likely to be indicative of the values presented to or used by the Bankruptcy Court. This amount does not include certain contingencies subject to pending litigation described in Note 9 below.

3. Non-Recurring Professional Fees and Reorganization Expenses

Through April 30, 2003, Adelphia provisionally allocated to the Venture certain non-recurring professional fees that, although not directly related to the Chapter 11 filing, related to Adelphia’s and the Venture’s reorganization. Such amounts included various fees for legal, special investigation, forensic and re-audit services. The provisional allocation was consistently applied to all Adelphia entities, including joint ventures, and was prorated based on each entity’s revenue. In May 2003, Adelphia provisionally reversed the allocation of these fees to the Venture in connection with certain requirements under Adelphia’s debtor-in-possession credit facility.

Based on management’s interpretation of SOP 90-7, only those fees directly related to the Chapter 11 filing should be expensed and included in reorganization expenses due to bankruptcy in the unaudited statements of operations. These expenses include legal, restructuring and financial consultant fees for the Venture. Future adjustments may be made to reflect amounts allocable to the Venture in accordance with SOP 90-7.

4. Accounts Payable and Accrued Expenses

To the best of the Venture’s knowledge, all undisputed post-petition trade payables are current and all premiums for insurance policies, including all workers’ compensation and disability insurance policies, required to be paid were fully paid as of November 30, 2003.

5. Intercompany and Related Party Receivables and Payables

The accompanying unaudited financial statements include intercompany receivables and payables related to all of the Venture’s and Adelphia’s subsidiaries. The intercompany receivables and payables are presented at the gross amount with the total receivables balance included in assets and the total intercompany payables included in the liabilities in the unaudited balance sheet. The intercompany payables have been segregated between pre- and post-bankruptcy petition and none of the intercompany balances have been collateralized.

Related party receivables represent advances to certain related parties, including entities owned and/or controlled by the Rigas Family. No related party balances have been collateralized.

6. Cash and Cash Equivalents

The Venture considers all highly liquid investments with a maturity date of three months or less to be cash equivalents.

7. Subscriber Receivables

Subscriber receivables are comprised of monthly amounts due from the Venture’s subscribers and are reported net of allowance for doubtful accounts of $55.

8. Investment in Century-ML Cable Corporation

On a monthly basis, the Venture records its 100% share of equity in income for Century-ML Cable Corporation.

9. Contingencies

On or about March 24, 2000, ML Media filed a Verified Complaint (the “Complaint”) in the Supreme Court of the State of New York, New York County, against Arahova Communications, Inc., Century and Adelphia. In the nine count Complaint, ML Media alleged that it entered into a joint venture agreement (the “Agreement”) with Century which, as subsequently modified, governed the ownership, operation and disposition of the Venture. The Complaint alleged that Adelphia and its affiliates took over Century’s interest in the Venture on or about October 1, 1999, and, according to the Complaint, breached their fiduciary obligations to the Venture and violated certain provisions of the Agreement. The Complaint further alleged that ML Media gave Century notice that ML Media was exercising its rights under the Agreement to require that Century elect to (a) purchase ML Media’s interest in the Venture at an appraised fair value, or (b) seek to sell the cable systems to one or more third parties. Century, according to the Complaint, elected to pursue the sale of the cable systems and indicated that it was evaluating whether Century or an affiliate thereof would make an offer for the cable systems. The Complaint alleged that Century or its affiliates’ potential participation in the sale process was improper. The Complaint asked for, among other things, the dissolution of the Venture and the appointment of a receiver to effect a prompt sale of the Venture. On or about April 24, 2000, the defendants denied the material allegations of the Complaint and Century asserted three counterclaims against ML Media by reason of ML Media’s alleged failure to cooperate in Century’s efforts to sell the cable systems. On or about May 15, 2000, ML Media denied the material allegations of Century’s counterclaims.

On December 13, 2001, the parties reached a settlement in this matter. In connection with the settlement, Adelphia, Century, the Venture, ML Media and Highland Holdings, L.P. (“Highland”), a general partnership owned and controlled by members of the Rigas Family, entered into an agreement (the “Recap Agreement”) pursuant to which the Venture agreed to redeem ML Media’s 50% interest in the Venture (the “Redemption”) on or before September 30, 2002 for a purchase price of $275,000, or subject to certain events, to $279,800. Among other things, the Recap Agreement provided that Highland would arrange debt financing for the Redemption, guarantee debt service on and after the closing, and acquire a 60% ownership interest in the recapitalized Company. If the Redemption did not occur, Adelphia agreed to purchase ML Media’s 50% interest in the Venture under similar terms. Century’s 50% interest in the Venture has purportedly been pledged to ML Media as collateral for Adelphia’s obligations under the Recap Agreement. On or about December 18, 2001, $10,000 was placed on deposit as earnest funds for the transaction (the “Deposit”). Simultaneously with the execution of the settlement agreement, ML Media, Adelphia and certain of its subsidiaries entered into a Stipulation of Settlement, pursuant to which the litigation between them was stayed pending the Redemption.

On or about May 28, 2002, ML Media notified the Venture, Adelphia, Century and Highland that, by virtue of a change in the control of Adelphia, the Redemption’s closing date under the Recap Agreement had been accelerated from September 30, 2002, to June 7, 2002 in the case of the Venture and June 10, 2002, in the case of Adelphia. Adelphia notified ML Media that no change of control transaction as contemplated by the Recap Agreement had occurred. On June 10, 2002, Adelphia and Century sought a temporary restraining order and preliminary injunction prohibiting ML Media from exercising its purported rights or remedies under the Recap Agreement. The court denied issuance of a temporary restraining order. Century filed a voluntary Chapter 11 bankruptcy petition on June 10, 2002. On June 12, 2002, ML Media sought a temporary restraining order and preliminary injunction enjoining Adelphia from preventing ML Media’s assumption of management of the Venture. The court denied issuance of a temporary restraining order. On June 13, 2002, Century removed the action to the United States Bankruptcy Court for the Southern District of New York.

On June 17, 2002, Century and Adelphia sought a temporary restraining order and preliminary injunction prohibiting ML Media from taking possession of the Deposit. The court denied Century and Adelphia’s application and on or about June 21, 2002, ML Media took possession of the deposit.

On or about July 3, 2002, ML Media filed and served a First Amended Complaint against Adelphia, Century, the Venture and Highland. The complaint alleged that the closing date under the Recap Agreement was accelerated to either June 7, 2002, by reason of a change of control of Adelphia, or July 1, 2002 by reason of Adelphia’s defaults under certain of Adelphia’s indebtedness and that the defendants had failed to effect the Redemption. The complaint further alleged that Century had diverted from the Venture at least $3,500 in excessive management fees. The complaint set forth seven purported causes of action, alleging, inter alia, that: (i) the Venture breached the Recap Agreement by reason of its failure to perform the Redemption; (ii) Adelphia breached the Recap Agreement by reason of its failure to perform the Redemption, its failure to turn over management of the Venture to ML Media, and its failure to indemnify ML Media; (iii) Century breached the Recap Agreement by reason of its failure to turn over management of the Venture to ML Media, and its failure to indemnify ML Media; (iv) Highland breached the Recap Agreement by reason of its failure to indemnify ML Media, its failure to obtain financing for the Redemption, and its failure to reimburse ML Media for certain fees; (v) Adelphia and Century breached their fiduciary duty to ML Media; (vi) ML Media is entitled to specific performance of the Recap Agreement such that it may manage the Venture; and (vii) ML Media is entitled to an injunction prohibiting Adelphia and Century from failing to turn over management of the Venture to ML Media.

On July 3, 2002, ML Media moved to sever its claims against the Venture and Highland and remand them to state court. All of the defendants opposed the motion. A hearing was held on or about August 9, 2002 and in an opinion dated November 8, 2002, the court denied the motion.

On July 30, 2002, Highland moved to dismiss the complaint on the grounds that it constituted an attempt to enforce an executory contract against two debtors, Adelphia and Century, as well as an attempt to exercise control over estate property. On August 7, 2002, Adelphia and Century moved to dismiss the complaint by reason of its failure to allege the closing of a change of control transaction or, in the alternative, they sought summary judgment with respect to such claimed acceleration. On August 8, 2002, the Venture joined in Adelphia and Century’s motion. ML Media opposed the motions. On August 8, 2002, ML Media moved for summary judgment on its claims against the Venture and Highland. The defendants opposed the motion, inter alia, asserting that acceleration had not occurred and that the Recap Agreement constituted a fraudulent conveyance, citing, inter alia, the conflicts of interest held by those executing the agreement, the absence of value received by the Venture in exchange for its obligation to pay ML Media $275,000, and the transfer to Highland of a 60% interest in the Venture. A hearing was held on September 24, 2002, and a decision was rendered on January 17, 2003, wherein the Court: (i) denied all of the parties’ motions for summary judgment, except that the Court (ii) found “as a matter of law, that, assuming that the Recap Agreement is enforceable, payment by the Venture was due on September 30, 2002 and payment by Adelphia, Century and Highland was due on October 1, 2002, one day later, and that, having failed to make payment, each of Adelphia, Century and Highland is now in default.” The Court granted summary judgment only to such extent.

On September 30, 2002, Century filed the voluntary chapter 11 bankruptcy petition for the Venture. On or about October 11, 2002, ML Media moved to dismiss the petition, inter alia, on the grounds that: (i) under applicable law and the Joint Venture Agreement, Century lacked the authority to file the petition without the consent of ML Media; and (ii) the court could not treat the petition as involuntarily filed because the Venture was paying its debts as they came due and the $279,800 sought by ML Media from the Venture was the subject of a bona fide dispute. Century and the Venture opposed the motion. A hearing was held on November 15, 2002 and in a decision and order dated April 21, 2003, the Court denied ML Media’s motion to dismiss the CMLCV bankruptcy petition rejecting ML Media’s claim that Century improperly filed the petition without ML Media’s consent.

On January 27, 2003, the Venture served and filed an Answer to the Complaint denying the substantive allegations therein and asserting a defense of fraudulent conveyance. On that same date, Adelphia and Century also answered the Complaint denying the substantive allegations therein and asserted counterclaims against ML Media based upon various theories including fraudulent conveyance. On or about March 26, 2003, ML Media moved for summary judgment on Adelphia and Century’s counterclaims. On March 28, 2003, Highland served and filed an answer to the Complaint denying the substantive allegations therein and asserted counterclaims against ML Media for breach of contract and unjust enrichment, based upon ML Media’s withdrawal of the escrow funds, and for rescission of the Recap Agreement, based upon Highland’s inability to receive a 60% interest in the Venture. In a decision and order dated March 31, 2003, the Bankruptcy Court denied ML Media’s request to become manager of the Venture’s cable systems. On or about April 18, 2003, ML Media filed an answer to Highland’s counterclaims denying the substantive allegations. On or about April 30, 2003, the Venture amended its answer and asserted counterclaims against ML Media based upon various theories including fraudulent conveyance. On or about June 27, 2003, ML Media moved to dismiss the Venture’s counterclaim for lack of standing or, in the alternative, for failure to state a claim. On September 5, 2003, a hearing was held to determine whether ML Media’s motions to dismiss and for summary judgment should be granted. The Bankruptcy court has not yet issued a decision on the motions. On September 17, 2003, the Bankruptcy Court entered an order authorizing Adelphia’s and Century’s rejection of the Recap Agreement.

On May 12, 2003, the Bankruptcy Court directed ML Media, Century, Adelphia and Highland to enter into mediation to resolve the dispute. Settlement discussions between Adelphia and ML Media are continuing.

Subject to the outcome of the litigation noted above, the Venture and/or Adelphia may be required to pay $279,800 to ML Media for their 50% ownership in the joint venture as well as interest and other amounts that may result from the outcome of this litigation. No accrual for the outcome of the litigation has been recorded in the accompanying unaudited financial statements.

10. Bankruptcy Court Reporting Schedules

The Bankruptcy Court reporting schedules included in this report on pages 13 through 18 are for the period from November 1, 2003 through November 30, 2003 and have been prepared for the purpose of filing with the Bankruptcy Court and are not required by GAAP. The following schedules for sales and other taxes due and gross taxable sales are not applicable since the Commonwealth of Puerto Rico does not have these types of taxes. The accompanying Bankruptcy Court reporting schedules have been obtained from the books and records of the Venture and Adelphia, as applicable, and are unaudited.

CENTURY-ML CABLE VENTURE (DEBTOR-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES Summary
	For the Month Ended November 30, 2003		Reference
Gross wages paid	$	45,743.25	Schedule I
Employee payroll taxes withheld		7,393.25	Schedule I
Employer payroll taxes due		3,568.80	Schedule I
Payroll taxes paid*		9,260.56	Schedule II*
Sales and other taxes due**		N/A	Schedule III
Gross taxable sales**		N/A	Schedule III
Real estate and personal property taxes paid**		N/A	Schedule IV
Other taxes paid		81,789.40	Schedule V
Cash disbursements		519,130.91	Schedule VI
Insurance coverage	$	N/A	Schedule VII

* The amount reported above for payroll taxes paid is based upon the date paid and not due.
** See Note 10 in the accompanying unaudited financial statements for disclosure regarding these schedules.

CENTURY-ML CABLE VENTURE (DEBTOR-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES Schedule I Court Reporting schedules for Payroll and Payroll Taxes for the Month Ended November 30, 2003
Week Ending Date	Gross Wages Paid		Employee Payroll Taxes Withheld		Employer Payroll Taxes Due
November 2, 2003	$	9,348.90	$	1,537.95	$	737.84
November 9, 2003		10,006.21		1,678.42		801.88
November 16, 2003		9,201.932		1,491.22		707.35
November 23, 2003		8,822.33		1,381.20		678.36
November 23, 2003		289.00		36.57		22.11
November 30, 2003		8,074.88		1,267.99		621.26

Total	$	45,743.25	$	7,393.35	$	3,568.80

CENTURY-ML CABLE VENTURE (DEBTOR-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES Schedule II Page 1 of 1 Court Reporting schedules for Payroll Taxes Paid for the Month Ended November 30, 2003
Payee	Payroll Taxes Paid *		Payment Date
Internal Revenue Service	$	1,430.40	November 12, 2003
Internal Revenue Service		1,530.90	November 17, 2003
Internal Revenue Service		1,407.94	November 25, 2003
Internal Revenue Service		1,394.00	November 28, 2003
Department of Treasury		3,497.32	November 3, 2003

Total	$	9,260.56

*The amount reported above for payroll taxes paid is based upon the date paid and not due.

CENTURY-ML CABLE VENTURE (DEBTOR-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES Schedule V Page 1 of 1 Court Reporting schedules for Sales and Other Taxes Paid for the Month Ended November 30, 2003
Taxing Jurisdiction	Tax Type	Amount Paid		Date Paid
Department of Treasury	Individual Corp W/H	$	609.34	November 10, 2003
Department of Treasury	Excise Tax	$	1,078.97	November 10, 2003
Department of Treasury	Estimated Qtr Income Tax	$	0.00
Department of Treasury	Non-resident 29% tax W/H	$	80,101.09	November 11, 2003

Total		$	81,789.40

CENTURY-ML CABLE VENTURE (DEBTOR-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES Schedule VI Page 1 of 1 Court Reporting schedules for Cash Disbursements for the Month Ended November 30, 2003
LEGAL ENTITY			Case Number			Disbursements
Century-ML Cable Venture			02-14838			$	519,130.91

CENTURY-ML CABLE VENTURE (DEBTORS-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES Schedule VII Page 1 of 1 Court Reporting schedules for Insurance Coverage
Coverage	Company	Policy No.	Term

Commercial Property	Royal Indemnity Company	R2HD329266	05/16/03 - 05/16/04



Commercial General Liability	Chubb	3579-80-31	05/16/03 - 05/16/04




Commercial Automobile	Universal Insurance Company	09-CAP518-0154758	07/24/03 - 07/24/04




Worker's Compensation	Corporacion del Fondo de	8316000571	Ongoing
	Seguro del Estado



Fiduciary Dishonesty	American International	163-00685	01/26/03 - 01/26/04
Bond	Insurance Company



Umbrella Liability	Chubb	7982-28-82	05/16/03 - 05/16/04
Excess Liability	ACE Insurance Company	47PRX-3035	05/16/03 - 05/16/04



Pollution Liability	Federal Insurance	37251845	01/01/03 - 01/01/04
		37251846	01/01/03 - 01/01/04



Chauffer's Insurance	Dept. del Trabajo y Recursos	0160020530	10/01/03 - 12/31/03
	Humanos-Negociado de
	Beneficios a Choferes



Life Insurance	Seguros de Vida Triple S	GLIF 10050852	11/01/03 - 11/31/03



Disability Insurance	National Life Insurance Co.	GR-139-7709	10/01/03 - 12/31/03



Long Term Disability Insurance	Hartford Life Insurance	GLT-043576	11/01/03 - 11/31/03



Health Insurance	Triple S	Group 05085-002	11/01/03 - 11/31/03



Unemployment Insurance	Dept. del Trabajo y Recursos	2582960007	10/01/03 - 12/31/03
	Humanos-Negociado de
	Seguridad de Empleo

-----END PRIVACY-ENHANCED MESSAGE-----

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

Item 5. Other Events

Item 9. Regulation FD Disclosure

EXHIBIT INDEX

AMENDMENT NO. 10 AND WAIVER UNDER AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

W I T N E S S E T H:

AMENDMENT NO. 11 UNDER AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

W I T N E S S E T H:

CENTURY-ML CABLE VENTURE

(Name of Debtor)

Morgan, Lewis & Bockius LLP

1. Organization, Business and Proceedings under Chapter 11

2. Liabilities Subject to Compromise

3. Non-Recurring Professional Fees and Reorganization Expenses

4. Accounts Payable and Accrued Expenses

5. Intercompany and Related Party Receivables and Payables

6. Cash and Cash Equivalents

7. Subscriber Receivables

8. Investment in Century-ML Cable Corporation

9. Contingencies

10. Bankruptcy Court Reporting Schedules

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 10 AND WAIVER UNDER AMENDED AND RESTATED
CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 11 UNDER AMENDED AND RESTATED
CREDIT AND GUARANTY AGREEMENT