Exhibit 99.2

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

	)
In re	)	Chapter 11 Cases
	)
Adelphia Communications Corporation, et al.,	)	Case No. 02-41729 (REG)
	)
Debtors.	)	Jointly Administered
	)

SUPPLEMENT TO DEBTORS’
FOURTH AMENDED DISCLOSURE STATEMENT
PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

WILLKIE FARR & GALLAGHER LLP
Attorneys for Debtors and Debtors in Possession

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

Dated: April 28, 2006

TABLE OF CONTENTS

			Page

I. Introduction			DSS-1
A.	Confirmation and Voting Update		DSS-2
B.	Bar Date		DSS-4
C.	Summary of the Sale Transaction		DSS-5
D.	The Resolution Process		DSS-5
E.	Plan Support Agreement		DSS-6
F.	ACC Noteholder Letter		DSS-7

II. The Rigas Managed Entities			DSS-9
A.	First Day Orders		DSS-9
B.	Events Leading to the Commencement of the Chapter 11 Cases of the RME Debtors		DSS-9
	1.	The Rigas Criminal Action	DSS-9
	2.	Forfeiture of Entities and Assets Formerly Owned by the Rigas Family	DSS-10
	3.	ACC’s Lawsuit Against the Rigas Family	DSS-11
	4.	Forfeiture Process	DSS-12
	5.	Notice of Forfeiture Action	DSS-12
	6.	Resolution of Forfeiture Petitions	DSS-12
	7.	Execution of Pledges and Guarantees In Connection with the Co-Borrowing Facilities	DSS-13
	8.	The DIP Facility	DSS-13

III. Modifications to The Plan of Reorganization			DSS-15
A.	General		DSS-15
	1.	Deemed Value of TWC Class A Common Stock	DSS-15
	2.	New Debtor Groups and Classes of Claims	DSS-15
	3.	Trade Claims and General Unsecured Claims	DSS-19
	4.	Bank Claims	DSS-20
	5.	Olympus Parent Debtor Group	DSS-22
	6.	Post-petition Interest on Claims	DSS-24
	7.	Rejecting Debtor Groups	DSS-24
	8.	Contingent Value Vehicle	DSS-25
	9.	Change in Value and Currency; Shift of Recovery from Cash to TWC Class A Common Stock	DSS-26
	10.	Other Changes	DSS-26
B.	The Inter-Creditor Dispute Holdback and the Potential Settlements		DSS-27
	1.	Inter-Creditor Dispute Holdback	DSS-27
	2.	Potential Settlements	DSS-28

IV. Summary of Recoveries			DSS-35
A.	Plan of Reorganization		DSS-35
	1.	Distributable Value	DSS-35
	2.	Estimated Recoveries	DSS-38
	3.	Ranges of Potential Recoveries For Classes Likely to be Affected by the Inter-Creditor Dispute	DSS-56

V. Updated Valuation of TWC Equity			DSS-56
A.	Introduction		DSS-56
B.	Methodology		DSS-56
C.	Estimated Equity Value of Pro Forma TWC		DSS-56

VI. Additional Risk Factors		DSS-56

VII. Certain Additional Federal Income Tax Consequences of the Plan		DSS-56

VIII. Conclusion and Recommendation		DSS-56

APPENDIX A	Index of Defined Terms
APPENDIX B	Voting Classes
APPENDIX C	Re-Voting Classes
EXHIBIT Q	Debtors’ Modified Fourth Amended Joint Plan of Reorganization, marked to show changes from the Debtors’ Fourth Amended Joint Plan of Reorganization filed with the Bankruptcy Court on November 21, 2005
EXHIBIT R	The Debtors’ Updated Liquidation Analysis
EXHIBIT S	Reconciliation of OCF to GAAP
EXHIBIT T	Supplemental Disclosure Statement Order
EXHIBIT U	Confirmation Discovery Order

Nothing contained in the Disclosure Statement or in this Disclosure Statement Supplement shall constitute an offer, acceptance or a legally binding obligation of the Debtors or any other person, including Time Warner Cable Inc. (“TWC”), the cable subsidiary of Time Warner Inc. (“Time Warner”), Comcast Corporation (“Comcast”) and their respective affiliates. Future developments relating to the matters described herein may require modifications, additions or deletions to this Disclosure Statement Supplement.

This Disclosure Statement Supplement does not describe all material events that have occurred with respect to the Company or the Sale Transaction since the filing of the Disclosure Statement on November 21, 2005. To read about such events, you can review the Company’s public filings at www.sec.gov. Except as set forth herein or in the Disclosure Statement, all statements in the Disclosure Statement continue to be made only as of November 21, 2005.

Except as otherwise indicated, the statements in this Disclosure Statement Supplement are made as of the date on the cover page, and the delivery of this Disclosure Statement Supplement does not imply that the information contained in this Disclosure Statement Supplement is correct at any time after such date. Any estimates of claims or interests in this Disclosure Statement Supplement may vary from the final amounts of claims or interests allowed by the Bankruptcy Court.

IMPORTANT NOTICE

Only documents, including the Disclosure Statement, this Disclosure Statement Supplement and their related documents, that are approved by the Bankruptcy Court pursuant to section 1125(b) of title 11 of the United States Code (the “Bankruptcy Code”) may be used in connection with soliciting votes on the Plan. No statements have been authorized by the Bankruptcy Court concerning Adelphia Communications Corporation (“ACC”) and certain of its affiliates and subsidiaries that are debtors and debtors in possession (collectively, with ACC, the “Debtors”), TWC, Comcast, their respective affiliates or business operations or the value of their respective assets, except as explicitly set forth in the Disclosure Statement and this Disclosure Statement Supplement.

Please refer to the Plan or the Disclosure Statement for definitions of the capitalized terms that are used but not defined in this Disclosure Statement Supplement. An index of terms defined in this Disclosure Statement Supplement is provided in Appendix A.

“Sale Transaction” means, collectively, the transactions to be consummated pursuant to the Purchase Agreements or, if applicable, the transactions to be consummated pursuant to the TW Purchase Agreement and the Expanded Transaction Letter Agreement, in each case in accordance with the terms thereof. For purposes of any references in the Disclosure Statement or this Disclosure Statement Supplement to TWC after giving effect to the Sale Transaction or the TW Adelphia Acquisition, the Sale Transaction and the TW Adelphia Acquisition shall not include the Expanded Transaction except as specifically stated therein or herein. In addition, any references in the Disclosure Statement or this Disclosure Statement Supplement to regulatory filings, including HSR and FCC filings, with respect to the Sale Transaction shall not include the Expanded Transaction, except as specifically stated herein.

The Debtors reserve the right to file amendments and/or supplements to the Plan, the Disclosure Statement and this Disclosure Statement Supplement from time to time. The Debtors urge you to read the Disclosure Statement and this Disclosure Statement Supplement carefully for a discussion of voting instructions, recovery information, classification of claims, the history of the Debtors and the Reorganization Cases, the Debtors’ and TWC’s businesses, properties and results of operations, historical and projected financial results and a summary and analysis of the Plan.

The Plan and the Disclosure Statement, as supplemented by this Disclosure Statement Supplement, are not required to be prepared in accordance with the requirements of federal or state securities laws or other applicable non-bankruptcy law. Any approval by the Bankruptcy Court of this Disclosure Statement Supplement as containing “adequate information” will not constitute endorsement of the Plan by the Bankruptcy Court, and none of the Securities and Exchange Commission (the “SEC”), any state securities commission or similar public, governmental or regulatory authority has approved the Disclosure Statement,

iii

this Disclosure Statement Supplement, the Plan or the securities offered under the Plan, or has passed on the accuracy or adequacy of the statements in the Disclosure Statement or this Disclosure Statement Supplement. Any representation to the contrary is a criminal offense. Persons trading in or otherwise purchasing, selling or transferring securities of the Debtors or TWC should evaluate the Disclosure Statement and this Disclosure Statement Supplement in light of the purposes for which they were prepared.

The Disclosure Statement and this Disclosure Statement Supplement together contain only a summary of the Plan and certain other documents, including the Purchase Agreements. They are not intended to replace a careful and detailed review and analysis of the Plan and such other documents, including the Purchase Agreements, but only to aid and supplement such review. The Disclosure Statement and this Disclosure Statement Supplement are qualified in their entirety by reference to the Plan, any supplemental documents to the Plan filed with the Bankruptcy Court on January 9, 2006 or subsequent to the filing date of this Disclosure Statement Supplement (collectively, the “Plan Supplement”) and the exhibits attached hereto and thereto and the agreements and documents described herein and therein. If there is a conflict between the Plan and the Disclosure Statement, as supplemented by the Disclosure Statement Supplement, the provisions of the Plan will govern. The rights of ACC, TWC, Comcast and their respective affiliates pursuant to the Purchase Agreements, the TWC/Comcast Agreements and the other agreements related thereto that are described herein, as applicable, are subject to the terms of the Purchase Agreements, the TWC/Comcast Agreements and such other related agreements, and nothing in the Disclosure Statement, as supplemented by the Disclosure Statement Supplement, shall (i) constitute a consent or waiver by any of ACC, TWC, Comcast or their respective affiliates under such agreements, (ii) amend, limit, abrogate or otherwise modify the rights, benefits or obligations of any of ACC, TWC, Comcast or their respective affiliates under such agreements or (iii) entitle any person (other than the parties thereto) to any rights under such agreements. You are encouraged to review the full text of the Plan and the Plan Supplement and to read carefully the entire Disclosure Statement, as supplemented by this Disclosure Statement Supplement, including all exhibits hereto and thereto, before deciding how to vote with respect to the Plan.

The Purchase Agreements and the Expanded Transaction Letter Agreement were attached to the Disclosure Statement to provide you with information regarding their terms. Except for their status as the contractual documents that establish and govern the legal relations among the parties thereto with respect to the transactions contemplated by the Purchase Agreements and the Expanded Transaction Letter Agreement, those documents are not intended to be a source of factual, business or operational information about the parties. The representations, warranties and covenants made by the parties in each of the Purchase Agreements are qualified, including by information in disclosure schedules that the parties exchanged in connection with the execution of such Purchase Agreements. Representations and warranties may be used as a tool to allocate risks between the respective parties to the Purchase Agreements, including where the parties do not have complete knowledge of all facts. You are not a third party beneficiary under the Purchase Agreements and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of TWC, Comcast, ACC or any of their respective affiliates.

EXCEPT FOR THE ANALYSIS IN SECTION V OF THIS DISCLOSURE STATEMENT SUPPLEMENT, TITLED “UPDATED VALUATION OF TWC EQUITY”, THE INFORMATION CONTAINED IN THE DISCLOSURE STATEMENT AND THIS DISCLOSURE STATEMENT SUPPLEMENT REGARDING TWC AND ITS AFFILIATES HAS BEEN PROVIDED BY TIME WARNER NY CABLE LLC (“TW NY”) AND THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT SUPPLEMENT REGARDING THE TRANSACTIONS AMONG TWC AND ITS AFFILIATES AND COMCAST AND ITS AFFILIATES HAS BEEN PROVIDED BY TW NY AND/OR COMCAST, AS APPLICABLE, IN EACH CASE SPECIFICALLY FOR INCLUSION IN THE DISCLOSURE STATEMENT AND THIS DISCLOSURE STATEMENT SUPPLEMENT. THE COMPANY PROVIDES NO ASSURANCES AS TO THE ACCURACY OF THIS INFORMATION.

You should not construe the Disclosure Statement or this Disclosure Statement Supplement as providing any legal, business, financial or tax advice, and you should consult with your own legal, business, financial and tax advisors regarding the transactions contemplated by the Plan.

TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THE DISCLOSURE STATEMENT OR IN THIS DISCLOSURE STATEMENT SUPPLEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY YOU, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON YOU UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE SOLICITATION OF VOTES IN FAVOR OF THE PLAN; AND (C) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

As to contested matters, adversary proceedings and other actions or threatened actions, this Disclosure Statement Supplement is not, and is in no event to be construed as, an admission or stipulation of the Debtors. Instead, this Disclosure Statement Supplement is, and is for all purposes to be construed as, solely and exclusively a statement made by the Debtors in settlement negotiations.

THE DEBTORS URGE HOLDERS OF CLAIMS AND EQUITY INTERESTS TO VOTE TO ACCEPT THE PLAN.

IN ADDITION, THE AD HOC OPERATING COMPANY TRADE CLAIMS COMMITTEE URGES HOLDERS OF OPERATING COMPANY TRADE CLAIMS TO VOTE TO ACCEPT THE PLAN.

INTRODUCTORY NOTE

Effective January 1, 2004, ACC and its subsidiaries and affiliates (collectively, the “Company”) adopted Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities (as subsequently revised in December 2003, “FIN 46-R”), and began consolidating certain entities that were owned or controlled by members of the John J. Rigas family (collectively, the “Rigas Family”), and that are subject to co-borrowing arrangements with the Company (the “Rigas Co-Borrowing Entities”). The Rigas Co-Borrowing Entities that nominally own assets related to certain cable systems that were formerly managed by the Company are referred to herein as the “Managed Cable Entities.” Certain of the Rigas Co-Borrowing Entities are referred to for Plan purposes as the “Managed Entities.” The Managed Entities are those Rigas Co-Borrowing Entities described in Schedule Z to the Plan. The Company acquired title to those Managed Entities on March 29, 2006, and the Managed Entities filed for chapter 11 protection on March 31, 2006. Pursuant to an order of the Bankruptcy Court dated March 31, 2006, the chapter 11 cases of the Managed Entities are being jointly administered with the chapter 11 cases of those Debtors that commenced their cases prior to such date. The financial, statistical and operating data of the Company included in the Disclosure Statement for periods prior to January 1, 2004 does not include data with respect to the Rigas Co-Borrowing Entities. Unless otherwise noted in the Disclosure Statement or the Disclosure Statement Supplement, all data relating to the Debtors or the Company in the Disclosure Statement or the Disclosure Statement Supplement excludes Century/ML Cable Venture (“Century/ML Cable Venture”), which was managed and owned 50% by one of the Debtors and which is not consolidated for financial reporting purposes. On October 31, 2005, the Debtors’ interest in Century/ML Cable Venture was sold.

TWC, Comcast and the Company use different methodologies to report subscriber counts, principally in connection with bulk-billed multiple-dwelling units. TWC’s methodology (the “TWC Methodology”) includes each individual household receiving service as a subscriber, while the Company and Comcast count subscribers on an equivalent basic unit basis (the “Company/Comcast Methodology”). Under the Company/Comcast Methodology, revenues from bulk contracts such as multiple-dwelling units are divided by prevailing market rates to determine the number of subscribers. Unless stated otherwise, subscriber counts in the Disclosure Statement and this Disclosure Statement Supplement are presented in accordance with the methodology used to report subscriber counts by the entity whose subscriber count is being stated. References to subscribers of TWC are presented in accordance with the TWC Methodology. References to subscribers for purposes of the subscriber adjustments in the Purchase Agreements are presented in accordance with the Company/Comcast Methodology. References to subscribers in the descriptions of the TWC/Comcast Transactions are presented in accordance with the TWC Methodology; however, the subscriber adjustments pursuant to the Exchanges will generally be made in accordance with the Company/Comcast Methodology.

CAUTIONARY NOTE

The Disclosure Statement and this Disclosure Statement Supplement include forward-looking statements. All statements regarding the Company’s and TWC’s and each of their respective affiliates’ expected future financial position, results of operations, cash flows, business strategy, budgets, projected costs, capital expenditures, network upgrades, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, including the proposed sale of the Company’s assets 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 materially from the Company’s, and, as applicable, TWC’s expectations. Neither the Company nor TWC undertakes a duty to update such forward-looking statements.

Factors that may cause actual results to differ materially from those in the forward-looking statements include the risk factors set forth in Section XI of the Disclosure Statement and Section VI of this Disclosure Statement Supplement and the following:

• the impact of the proposed sale of the Company’s assets;

• the Company’s pending bankruptcy proceeding, including the possible failure of the Company’s stakeholders to approve the Plan and the possible failure of the Plan to be confirmed by the Bankruptcy Court;

• the ability to obtain regulatory approval of the proposed transactions on the proposed terms and anticipated schedule;

• the risk that the issuance of the TWC Class A Common Stock pursuant to the Sale Transaction will not be exempt from registration under section 1145 of the Bankruptcy Code, and that such shares of TWC Class A Common Stock will not be registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as contemplated in the Disclosure Statement and herein;

• the inability to complete some or all of the components of the proposed transactions, including the possibility that the proposed sale of the Company’s assets could occur without the planned redemptions and/or the exchanges between TWC and Comcast (or their affiliates), that the sale of the MCE Systems may be delayed or fail to be consummated or that the Expanded Transaction with TW NY may occur in lieu of the Comcast Adelphia Acquisition;

• results of litigation (including government investigations) against the Company or TWC and its affiliates;

• the effects of government regulation, including the actions of local cable franchising authorities;

• the availability of financing;

• actions of the Company’s and TWC’s competitors and their effect on pricing, spending, third party relationships and revenues;

• pricing and availability of programming, equipment, supplies, and other inputs;

• the ability of each of the Company and TWC to upgrade its network;

• technological developments;

• changes in general economic conditions;

• the risk that the Company’s assets will not be integrated successfully into TWC’s business; and

• the risk that the anticipated cost savings and any other anticipated synergies from the proposed transactions may not be fully realized by TWC or may take longer to realize than expected.

Many of these factors are outside of the Company’s and TWC’s control.

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I. INTRODUCTION

On November 21, 2005, the Debtors filed the Fourth Amended Disclosure Statement (the “Disclosure Statement”) with respect to the Debtors’ Fourth Amended Joint Plan of Reorganization (the “November Plan”) with the Bankruptcy Court. On November 23, 2005, the Bankruptcy Court entered an order approving the Disclosure Statement (the “Disclosure Statement Order”), as containing adequate information of a kind, and in sufficient detail, to enable hypothetical, reasonable persons typical of the Debtors’ creditors and equity holders to make an informed judgment regarding the November Plan. The Debtors commenced their solicitation of votes with respect to the November Plan on or about December 5, 2005, and the hearing to consider confirmation of the November Plan was originally scheduled to begin on February 22, 2006. Additional copies of the Disclosure Statement and the November Plan are provided to you on the compact disc enclosed with this Disclosure Statement Supplement.

In connection with certain changes to the November Plan set forth in the Debtors’ Modified Fourth Amended Joint Plan of Reorganization filed with the Bankruptcy Court on April 28, 2006 (the “Plan”), this supplement to the Disclosure Statement (the “Disclosure Statement Supplement”) is being submitted pursuant to section 1125 of the Bankruptcy Code to certain holders of Claims against and Equity Interests in the Debtors in connection with: (1) the solicitation of acceptances of the Plan from holders of Claims against and Equity Interests in the Debtors who were not previously solicited; (2) the resolicitation of acceptances of the Plan as required under the Bankruptcy Code; and (3) the hearing to consider confirmation of the Plan (the “Confirmation Hearing”). Unless otherwise indicated or defined herein, all capitalized terms contained herein have the meanings ascribed to them in the Plan or the Disclosure Statement. An index of additional terms defined in this Disclosure Statement Supplement is provided in Appendix A.

Attached as exhibits to this Disclosure Statement Supplement are:

• The Debtors’ Modified Fourth Amended Joint Plan of Reorganization, marked to show changes from the Debtors’ Fourth Amended Joint Plan of Reorganization filed with the Bankruptcy Court on November 21, 2005 (Exhibit Q);

• The Debtors’ Updated Liquidation Analysis (Exhibit R);

• Reconciliation of OCF to GAAP (Exhibit S);

• Supplemental Disclosure Statement Order (Exhibit T); and

• Confirmation Discovery Order (Exhibit U).

On April 28, 2006, after notice and a hearing, the Bankruptcy Court entered an order approving this Disclosure Statement Supplement (the “Supplemental Disclosure Statement Order”) as containing adequate information of a kind, and in sufficient detail, to enable hypothetical, reasonable persons typical of the Debtors’ creditors and equity holders to make an informed judgment regarding the Plan. APPROVAL OF THIS DISCLOSURE STATEMENT SUPPLEMENT DOES NOT, HOWEVER, CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN.

With respect to those whose votes are being resolicited, such holders are being resolicited either because such holders’ projected recoveries as of the Effective Date have decreased materially, such holders’ projected total recoveries have decreased materially or are at risk of decreasing materially, the form of the Plan Consideration to be received by such holders has changed materially, or the Debtors have determined it is otherwise appropriate to resolicit the votes of such holders.

Each holder of a Claim or Equity Interest being solicited or resolicited to vote on the Plan should read the Disclosure Statement, this Disclosure Statement Supplement, the Plan, the Plan Supplement and the exhibits attached hereto and thereto and the agreements and documents described herein and therein, the Disclosure Statement Order, the Supplemental Disclosure Statement Order and the instructions accompanying the ballot in their entirety before voting on the Plan. These documents contain important information concerning the classification of Claims and Equity Interests for voting purposes and the tabulation of votes. No solicitation of votes to accept the Plan may be made except pursuant to section 1125 of the Bankruptcy Code.

DSS-1

Procedures for Voting on the Plan

Who is entitled to vote on the Plan? Holders of Claims and Equity Interests in the Classes listed on Appendix B (the “Voting Classes”) and Appendix C (the “Re-Voting Classes” and, together with the Voting Classes, the “Voting/Re-Voting Classes”), who held such Claims and Equity Interests as of May 1, 2006 (the “Record Date”) may cast votes in favor of or against the Plan.

When does the vote need to be received? The deadline for the receipt by the Voting Agent of properly completed ballots (or, in the case of securities held through an intermediary, the master ballot cast on your behalf) is 4:00 p.m. (prevailing New York time) on June 5, 2006 (the “Voting Deadline”). In the case of securities held through an intermediary, the deadline for receipt by your intermediary of your voting instructions is 4:00 p.m. (prevailing New York time) on May 31, 2006, or such other date as may be set by your intermediary, so that master ballots can be prepared and received by the voting deadline. The Voting Deadline is subject to extension as provided in the Disclosure Statement Order..

What are the Potential Settlements? Certain Classes of holders of Claims in the Arahova, Olympus Parent, FrontierVision Holdco and Holding Company Debtor Groups may cast votes in favor of one or more Potential Settlements. For a further discussion of the Potential Settlements and procedures for voting on such settlements, see Section III.B. of this Disclosure Statement Supplement, titled “The Inter-Creditor Dispute Holdback and the Potential Settlements.”

If I previously voted on the November Plan, must I vote again on the Plan? Yes. Any holder of a Claim in a Voting/Re-Voting Class must vote by the Voting Deadline in order for their ballot to be counted.

Whom should I contact if I have questions or need a ballot? You may contact the Solicitation Agent at D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005 or 1-800-967-7858 with questions or requests related to voting on the Plan.

A. CONFIRMATION AND VOTING UPDATE

The Disclosure Statement Order established (i) 4:00 p.m. on February 3, 2006 as the deadline for the submission of ballots and master ballots to accept or reject the Plan (the “Voting Deadline”), (ii) in the case of securities held through an intermediary, 4:00 p.m. on January 31, 2006, or such other date as specified by the applicable intermediary, as the deadline (the “Intermediary Instruction Deadline”) for instructions to be received by the intermediary so that master ballots can be prepared and received by the Voting Deadline, (iii) 4:00 p.m. on February 3, 2006 (the “Confirmation Objection Deadline”), as the deadline to object to confirmation of the Plan, and (iv) February 22, 2006, as the date to commence the Confirmation Hearing. These deadlines have been extended by various orders of the Bankruptcy Court. Most recently, by order dated March 31, 2006, the Voting Deadline was extended to May 14, 2006 and the Intermediary Instruction Deadline was extended to May 10, 2006. Pursuant to the Supplemental Disclosure Statement Order, these deadlines have been further extended to June 5, 2006 and May 31, 2006, respectively, with respect to the Classes listed on Appendix B and Appendix C.

Pursuant to various orders of the Bankruptcy Court, the Confirmation Objection Deadline was extended to and passed on February 21, 2006 (except with respect to a limited number of parties to whom the Debtors granted a further extension). To date, the Debtors have received approximately 60 objections to the confirmation of the Plan.

To facilitate the confirmation process, the Bankruptcy Court entered a confirmation discovery order, dated March 17, 2006, which was subsequently amended by orders dated March 31, 2006 and April 18, 2006 (the “Confirmation Discovery Order”). A copy of the Confirmation Discovery Order is attached hereto as Exhibit U.

DSS-2

When and where is the Confirmation Hearing and what is the deadline for objections?

• The Confirmation Hearing will be bifurcated into two hearings. Pursuant to section 1128 of the Bankruptcy Code, the first Confirmation Hearing (“Hearing I”) will commence on May 15, 2006 at 9:45 a.m. (prevailing New York time), before the Honorable Robert E. Gerber, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York, Room 621, Alexander Hamilton Customs House, One Bowling Green, New York, New York 10004. Hearing I may be adjourned from time to time by the Debtors without further notice, except for the announcement of the adjournment date made at or before Hearing I or at any subsequent adjourned Hearing I. Hearing I may consist of any issue that has not materially changed from the November Plan, including, but not limited to (the “Hearing I Issues”):

• Estimation of Bank Lender fee and indemnification claims;

• Objections by local franchising authorities;

• Approval of settlements involving disputed entitlements that are noticed for approval at least 10 days prior to Hearing I;

• Determination of the Creditors’ Committee Motion unless adjourned by the Debtors and the Creditors’ Committee or superseded by a separate scheduling order applicable specifically to the prosecution of the Creditors’ Committee Motion; and

• Issues related to the adequacy of claim reserves (excluding, however, issues relating to entitlement to Post-Effective Date interest).

• Pursuant to section 1128 of the Bankruptcy Code, the second Confirmation Hearing (“Hearing II”) will commence on June 20, 2006 at 9:45 a.m. (prevailing New York time), before the Honorable Robert E. Gerber, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York, Room 621, Alexander Hamilton Customs House, One Bowling Green, New York, New York 10004. Hearing II may be adjourned from time to time by the Debtors without further notice, except for the announcement of the adjournment date made at or before Hearing II or at any subsequent adjourned Hearing II. In addition to the standards set forth in sections 1126 and 1129 of the Bankruptcy Code, Hearing II will consist of the following issues (the “Hearing II Issues”):

• Entitlement to Post-Effective Date interest;

• Discharge;

• The Plan’s compliance with the standards set forth in sections 1126 and 1129 of the Bankruptcy Code;

• Approval of the protections of section 363(m) of the Bankruptcy Code for the Buyers;

• All issues that relate solely to any material modification to the Plan as set forth in the Disclosure Statement Supplement filed by the Debtors on April 28, 2006, including, without limitation or waiver, valuation of the TWC Class A Common Stock;

• Objections to the Plan raised by creditors of the RME Debtors;

• Motions filed by RME Stakeholders pursuant to Bankruptcy Rule 3018(a); and

DSS-3

• All Hearing I Issues deferred by the Debtors to Hearing II pursuant to paragraph 3(a)(ii) of the Confirmation Discovery Order.

• Any objection to Hearing I Issues was required to have been be filed with the Bankruptcy Court and served in accordance with the Disclosure Statement Order on or before 4:00 p.m. (prevailing New York time) on February 21, 2006, unless otherwise agreed to by the Debtors.

• Any objection to Hearing II Issues must be filed with the Bankruptcy Court and served in accordance with the Supplemental Disclosure Statement Order on or before 4:00 p.m. (prevailing New York time) on June 1, 2006.

• Objections to confirmation of the Plan are governed by Rule 9014 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy Rules”). Any objection to confirmation must be made in writing and specify in detail the name and address of the objector, all grounds for the objection and the amount and description of the Claim or Equity Interest held by the objector.

B. BAR DATE

Pursuant to Rule 3003(c)(3) of the Bankruptcy Rules, on October 24, 2003, the Bankruptcy Court entered an order (the “Initial Bar Date Order”) fixing January 9, 2004 at 5:00 p.m. (New York City time) (the “Initial Bar Date”) as the date by which proofs of claim were required to be filed against the Initial Debtors. In accordance with the Initial Bar Date Order, on November 13, 2003, a proof of claim form and a notice regarding the Initial Bar Date and the Initial Bar Date Order were mailed to, among others, all creditors listed on the Initial Debtors’ Schedules. A proof of claim form, a notice regarding the Initial Bar Date and the Initial Bar Date Order also were mailed, in accordance with the Initial Bar Date Order to, among others, the members of the Committees and all persons and entities who requested notice pursuant to Rule 2002 of the Bankruptcy Rules as of the entry of the Initial Bar Date Order. Pursuant to Rule 3003(c)(3) of the Bankruptcy Code, the Bankruptcy Court entered orders, dated October 12, 2005 and November 16, 2005 (the “Affiliated Bar Date Orders”), establishing deadlines by which proofs of claim were required to be filed against the October 6 Filers and Palm Beach, respectively. The deadline to file proofs of claim against the October 6 Filers was November 14, 2005 at 5:00 p.m. (New York City time), and the deadline to file proofs of claim against Palm Beach was December 20, 2005 at 5:00 p.m. (New York City time) (collectively, the “Affiliated Bar Dates”). In accordance with the Affiliated Bar Date Orders, on October 14, 2005 and November 17, 2005, proof of claim forms and notices regarding the Affiliated Bar Dates and the Affiliated Bar Date Orders were mailed to, among others, all creditors listed on the Affiliated Debtors’ Schedules. Proof of claim forms, notices regarding the Affiliated Bar Dates and the Affiliated Bar Date Orders also were mailed, in accordance with such orders to, among others, the members of the Committees and all persons and entities who request notice pursuant to Rule 2002 of the Bankruptcy Rules as of the entry of the Affiliated Bar Date Orders.

In addition to such relief, on March 31, 2006, the Bankruptcy Court approved certain orders that were designed to integrate the RME Debtors’ chapter 11 cases with those of the Initial Debtors, including an order (a) authorizing joint administration of the RME Debtors’ chapter 11 cases with those of the Initial Debtors solely for procedural purposes and (b) fixing May 1, 2006 at 5:00 p.m. (prevailing Eastern Time) (the “RME Bar Date” and, together with the Initial Bar Date and the Affiliated Bar Dates, the “Bar Date”) as the date by which proofs of claim were required to be filed in the RME Debtors’ chapter 11 cases (the “RME Bar Date Order” and, together with the Initial Bar Date Order and the Affiliated Bar Date Orders, the “Bar Date Orders”). In accordance with the RME Bar Date Order, on or about April 5, 2006, a proof of claim form and a notice regarding the RME Bar Date were mailed to, among others, all creditors listed on the RME Schedules and all parties known to the RME Debtors as having potential claims against such Debtors’ estates. A proof of claim form and notice regarding the RME Bar Date and the RME Bar Date Order also were mailed to, among others, the members of the Committees and certain agencies of the U.S. Government.

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C. SUMMARY OF THE SALE TRANSACTION

The Plan is premised on the satisfaction of Claims and Equity Interests through the Debtors’ distribution of Plan Consideration to be received under the Purchase Agreements, pursuant to which TW NY and Comcast will purchase substantially all of the Company’s U.S. assets and assume certain of its liabilities. At the closing under the Purchase Agreements (the “Sale Transaction Closing”) and subject to the adjustments set forth below, the Company will receive (1) approximately $12.7 billion in cash and (2) shares of TWC’s Class A Common Stock, par value $0.01 per share (“TWC Class A Common Stock” or “TWC Stock”), which, subject to the TWC Equity Securities Exceptions, will represent 16% of the outstanding equity securities of TWC after giving effect to the Sale Transaction on a fully diluted basis as of the Sale Transaction Closing and will be listed on the NYSE (or, if ACC waives the listing requirement condition to the Sale Transaction Closing and otherwise consents, will either be listed on another national securities exchange or quotation system or trade in interdealer and over-the-counter transactions with price quotations available on the “OTC Bulletin Board” and/or the “Pink Sheets” on a temporary or permanent basis). See Section VI.B of the Disclosure Statement, titled “Summary of the Sale Transaction.” This cash, together with the Debtors’ other available cash on hand after the Sale Transaction, and TWC Class A Common Stock comprises the “Plan Consideration” to be distributed in respect of Claims and Equity Interests under the Plan. The Debtors believe that the distributions under the Plan will be made in accordance with the absolute priority rule under the Bankruptcy Code. In addition, under the terms of the TW Purchase Agreement and the Expanded Transaction Letter Agreement, if the Comcast Purchase Agreement is terminated prior to the Sale Transaction Closing as a result of actions by, or the failure to obtain governmental authorizations from, any government antitrust entity or the FCC, the transaction contemplated in the TW Purchase Agreement will be expanded such that TW NY will also purchase from ACC the assets that would have been purchased by Comcast. See Section VI.B.3 of the Disclosure Statement, titled “Expanded Transaction Letter Agreement,” for a description of the Expanded Transaction and the changes to Plan Consideration that could result from implementation of the Expanded Transaction. For additional information concerning TWC and the rights associated with shares of TWC Class A Common Stock, see Section VII of the Disclosure Statement, titled “Description of TWC.” For additional information concerning the applicability of securities laws to the transactions contemplated by the Sale Transaction and the Plan, see Section XIV of the Disclosure Statement, titled “Securities Law Matters.”

The purchase price payable by TW NY and Comcast is subject to certain adjustments described in the Disclosure Statement, and the initial purchase price payable by TW NY and Comcast is also subject to reduction to reflect the exclusion from the Purchased Assets of any Disputed MCE System. Although the Debtors obtained title to the Managed Cable Entities that own the MCE Systems (other than Coudersport and Bucktail) on March 29, 2006 by court order under forfeiture proceedings in accordance with the Government Settlement, there can be no assurance that the Debtors will be able transfer the MCE Systems to TW NY and Comcast at the Sale Transaction Closing. See Section VI.B.1.c of the Disclosure Statement, titled “Transfer of Assets of the Managed Cable Entities.”

D. THE RESOLUTION PROCESS

As described in Section IV.D.1.b of the Disclosure Statement, titled “The Inter-Creditor Dispute,” the Bankruptcy Court approved the Resolution Process Order pursuant to which parties in interest were provided a judicial framework to resolve the Inter-Creditor Dispute. The components of the Inter-Creditor Dispute include (a) the character and treatment of Intercompany Claims, (b) various asset ownership and potential fraudulent conveyance claims, (c) the allocation of consideration from the Sale Transaction, (d) the allocation of the benefits and burdens of the Government Settlement, (e) the allocation of tax liability attributable to the Sale Transaction and (f) the allocation of the economic cost of reserves under the Plan. The consolidation structure proposed under the Plan originally was contemplated to be part of the Resolution Process. However, it is now expected to be determined in connection with the Bankruptcy Court’s consideration of confirmation of the Plan.

It was originally contemplated that hearings with respect to the Inter-Creditor Dispute would commence on January 31, 2006 and conclude on or about March 7, 2006. The hearings on these matters, however, have taken much longer than anticipated. The Bankruptcy Court began conducting hearings on the character and treatment of Intercompany Claims on January 31, 2006, and, thus far, the Bankruptcy Court has held more than 20 days of hearings on these issues, which continue to be litigated. The Bankruptcy Court has requested that participants submit post-trial briefing on fourteen particular intercompany transactions at the conclusion of the hearings on Intercompany Claims, which are not expected to conclude until the end of April 2006, at the earliest.

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Although the Bankruptcy Court has not held hearings yet on the other issues in the Inter-Creditor Dispute, Participants have submitted briefs and/or expert reports on (a) the alleged fraudulent conveyance claims associated with historical movements of subsidiaries within the corporate structure, (b) the allocation of the value and form of consideration from the Sale Transaction to the various Debtor Groups, (c) the allocation of the benefits and costs of the Government Settlement Agreement, (d) the allocation of the tax liability and the tax reserves associated with the Sale Transaction, and (e) the allocation of the economic cost of the other reserves established as part of the Plan.

While these hearings had been expected to be “mini-trials,” the lengthy evidentiary presentations of certain of the litigants have caused the hearings to consume far more time than originally planned. As a result, the Debtors do not expect the Resolution Process hearings to conclude prior to the Confirmation Hearing. Nevertheless, the Plan is structured to accommodate a post-confirmation completion of the Resolution Process as it provides for various holdbacks for those Debtor Groups that the Debtors believe are reasonably likely to be impacted by the Inter-Creditor Dispute. Pursuant to decisions of the Bankruptcy Court issued at the October 28, 2005 Disclosure Statement Hearing and the Arahova Decision (as defined below), the Debtors are not permitted to express an opinion on the likely outcome of the Inter-Creditor Dispute. To get a better (but undoubtedly less than total) understanding of the possibility as to any potential outcome in the Inter-Creditor Dispute, you should review the public record created in the Inter-Creditor Dispute, which is available on the Bankruptcy Court docket for these cases.

E. PLAN SUPPORT AGREEMENT

The Debtors, the Ad Hoc Adelphia Operating Company Trade Claims Committee (the “Trade Committee”) and certain members of the Trade Committee entered into an agreement, dated April 10, 2006, under which the Trade Committee and the Trade Committee members party thereto agreed to support the Plan in exchange for the Debtors’ agreement to incorporate certain terms and conditions in the Plan (the “Plan Support Agreement”). See Section III of this Disclosure Statement Supplement, titled “Modifications to the Plan of Reorganization – Trade Claims and General Unsecured Claims.” Under the Plan Support Agreement, subject to certain exceptions, the Debtors agreed not to amend or modify the Plan in any manner that adversely affects the treatment of the Trade Claims held against all Debtor Groups other than the Holding Company Debtor Group (the “Operating Company Trade Claims”) as contemplated by the Plan Support Agreement, without the Trade Committee’s prior written consent. The Trade Committee agreed not to unreasonably withhold or delay its consent to any such amendment or modification, so long as the modifications do not adversely impact the Trade Committee’s economic interest. The Plan Support Agreement and the matters covered by it are being submitted for approval under the Plan as a compromise or settlement under Bankruptcy Rule 9019.

So long as the Plan provides for the terms contemplated by the Plan Support Agreement, the Trade Committee and the Trade Committee members party thereto are required to support confirmation of the Plan and may not object to, oppose or otherwise seek to modify or delay approval or confirmation of the Plan or the occurrence of its Effective Date.

The Plan Support Agreement also requires the Trade Committee to (a) stay the prosecution of its appeal of the Government Settlement Agreements and to withdraw with prejudice that appeal as soon as practicable after the Effective Date and (b) withdraw its pending discovery requests, without prejudice to the Trade Committee’s right to prosecute the Government Settlement appeal and re-serve such discovery if a termination event under the Plan Support Agreement occurs.

Under the Plan Support Agreement, the Debtors have agreed to support the payment of, and to not object to, the reasonable fees and expenses (based on their hourly billings (plus expenses)) of the Trade Committee’s professionals in representing the Trade Committee in the Chapter 11 Cases. The Trade Committee has represented that, as of March 31, 2006, this amount of hourly billings and expenses was approximately $2.13 million. The Debtors’ fee reimbursement obligation also includes reimbursement for all reasonable fees (based on hourly billings) and expenses that may be incurred by the Trade Committee’s professionals relating to certain other Plan related matters specified in the Plan Support Agreement. Under the Plan Support Agreement, the Debtors have also agreed not to oppose and not to object to any contingent fee claim filed by counsel to the Trade Committee on account of a contingent fee payment based upon the improvement (in excess of the federal judgment rate as of the Commencement Date) in the recoveries of the Operating Company Trade Claims on account of postpetition interest, in an amount not to exceed $5 million (less the amount of the hourly fee reimbursement described above).

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Pursuant to the Plan Support Agreement, the Debtors retain the ability to modify the treatment of the Operating Company Trade Claims without the Trade Committee’s consent if such amendment or modification is required as a result of a decision of the Bankruptcy Court or the Debtors conclude after due inquiry and analysis as is reasonable under the circumstances that:

(x)(i) before the Bankruptcy Court approves the Plan Support Agreement, modification of the Plan is necessary for confirmation to satisfy the legal entitlements of holders of Claims that are structurally or legally senior or pari passu to Operating Company Trade Claims, and (ii) the Debtors inform the Trade Committee in writing promptly after the Debtors make such determination, provided however that in connection with any such modification, the Debtors may not substitute TWC Class A Common Stock for cash in distributions to holders of Allowed Operating Company Trade Claims if the holders of the FrontierVision Holdco Notes, the FPL Note, or the Olympus Parent Notes will receive Plan Consideration that includes cash on account of their Claims unless such Claims are pari passu with Allowed Operating Company Trade Claims in the applicable Debtor Group; or

(y) after Bankruptcy Court approval of the Plan Support Agreement, changed circumstances cause consummation of the Plan on the terms contemplated by the Plan Support Agreement to be unobtainable, provided, however, that (i) before making any such modification, the Debtors must confer in good faith with the Trade Committee regarding the changed circumstances, and if the Parties cannot reach agreement they must cooperate in promptly seeking Bankruptcy Court resolution of whether there are any such changed circumstances, (ii) in connection with any such modification, the Debtors may substitute TWC Class A Common Stock for cash in distributions to Allowed Operating Company Trade Claims to the extent necessary to consummate the Plan and only if the holders of the FrontierVision Holdco Notes, the FPL Note, or the Olympus Parent Notes will not receive Plan Consideration that includes cash on account of such Claims, unless such Claims are pari passu with Allowed Operating Company Trade Claims in the applicable Debtor Group, provided that in such circumstances, the Debtors must use their reasonable best efforts to adopt any such modification that under the circumstances mitigates the adverse impact on the terms contemplated by the Plan Support Agreement, and (iii) unless required under a court decision or order, the Debtors may not make any modifications to the postpetition interest rate set forth in the Plan Support Agreement.

In addition, to the extent the Debtors determine, after due inquiry and analysis, it is necessary to change the proposed treatment for certain Debtor Groups in connection with the Inter-Creditor Dispute, the Debtors are permitted to modify the Plan to provide, among other things, that distributions on account of Operating Company Trade Claims shall be determined in accordance with the Inter-Creditor Dispute Resolution.

The Plan Support Agreement may be terminated by the Debtors or the Trade Committee under certain specified circumstances, including, among others, if (a) the Debtors amend and file the Plan with the Bankruptcy Court in a manner not consistent with the terms of the Plan Support Agreement, (b) the Chapter 11 Cases are dismissed or converted to Chapter 7 cases, (c) a final, non-appealable order declares that the Plan Support Agreement is unenforceable, (d) the Debtors withdraw the Plan, (e) the Bankruptcy Court enters an order either denying (i) approval of the terms contemplated by the Plan Support Agreement or (ii) confirmation of the Plan or (f) the Sale Transaction is terminated. Upon termination of the Plan Support Agreement, all obligations under such agreement will terminate and have no further effect. Termination of the Plan Support Agreement would also allow the Trade Committee and any Trade Committee member to object, oppose or otherwise seek to modify or delay approval or confirmation of the Plan or the occurrence of its Effective Date.

F. ACC NOTEHOLDER LETTER

On April 18, 2006, parties identifying themselves as holders of approximately $1.64 billion face amount of ACC Senior Notes and members of the Ad Hoc Committee of ACC Senior Noteholders (the “ACC Noteholders Committee”) sent a letter to the Debtors’ board of directors (the “ACC Noteholder Letter”) indicating that the signatories thereto will vote against the Potential Settlements. That same day, Peter Grant of the Wall Street Journal received a copy of the ACC Noteholder Letter. On April 19, 2006, certain of the statements set forth in the letter were published in an article appearing in the Wall Street Journal.

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Certain stakeholders have contended that the dissemination of the ACC Noteholder Letter constituted an improper solicitation of votes against the Potential Settlements. On April 24, 2006, W.R. Huff Asset Management Co. LLC (“Huff”) filed an expedited motion for an order directing depositions of and the production of documents from the signatories of the ACC Noteholder Letter, counsel to the ACC Noteholders Committee, and the affiliates of each of the foregoing, pursuant to Bankruptcy Rule 2004, in order to investigate the circumstances surrounding the distribution of the ACC Noteholders Letter.

In its expedited motion, Huff stated that it may, depending upon the facts discovered, file a motion with the Bankruptcy Court seeking, among other things: (i) to designate the votes of the signatories to the ACC Noteholder Letter under section 1126(e) of the Bankruptcy Code; (ii) to subordinate such parties’ claims pursuant to section 510(c) of the Bankruptcy Code; and (iii) such other remedies as determined appropriate by the Bankruptcy Court.

The signatories to the ACC Noteholder Letter dispute that the preparation and dissemination of the ACC Noteholder Letter to the Debtors’ board of directors or otherwise constituted an improper solicitation under section 1125(b) of the Bankruptcy Code or that the letter was misleading or otherwise improper, and that any action seeking to designate their votes or seeking other relief based upon such conduct would be without merit.

On April 26, 2006, at a conference before the Bankruptcy Court on these matters, the Bankruptcy Court indicated that it would enter an order permitting certain discovery regarding the ACC Noteholder Letter, as well as discovery regarding certain communications of certain creditor constituencies.

The Debtors believe that certain statements in the ACC Noteholder Letter are misleading, constitute the views of a party in active, undecided litigation (i.e., the Resolution Process) and is not an accurate indicator of potential outcomes of litigation, which may vary materially from the outcomes stated in the letter.

For purposes of voting on the Plan, only the information contained in this Disclosure Statement Supplement and the Disclosure Statement has been approved by the Bankruptcy Court. While the Bankruptcy Court is aware of the ACC Noteholders Letter and its contents, the Bankruptcy Court has not reviewed the accuracy of the statements contained therein and has stated that holders of Claims and Equity Interests should not rely on the ACC Noteholder Letter when voting on the Plan.

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II. THE RIGAS MANAGED ENTITIES

On March 31, 2006, 21 entities filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code: Adelphia Cablevision Associates of Radnor, L.P.; Adelphia Cablevision of West Palm Beach, LLC; Adelphia Cablevision of West Palm Beach II, LLC; Cablevision Business Services, Inc.; Century MCE, LLC; Desert Hot Springs Cablevision, Inc.; Henderson Community Antenna Television, Inc.; Highland Carlsbad Cablevision, Inc.; Highland Carlsbad Operating Subsidiary, Inc.; Highland Prestige Georgia, Inc.; Highland Video Associates, L.P.; Hilton Head Communications, L.P.; Ionian Communications, L.P.; Montgomery Cablevision Associates, L.P.; Prestige Communications, Inc.; OFE I, LLC; OFE II, LLC; Olympus MCE I, LLC; Olympus MCE II, LLC; UCA MCE I, LLC; and UCA MCE II, LLC (collectively, the “RME Debtors”). The RME Debtors are comprised of two distinct groups of entities: (i) those entities (the “Managed Entities”) that were formerly controlled by the Rigas Family, forfeited to the U.S. Government and subsequently transferred to the Debtors; and (ii) those entities created by the Debtors that hold interests in entities that were similarly forfeited and transferred (the “RME Newcos”). Contemporaneously with the filing of their voluntary petitions, each RME Debtor filed its Statement of Financial Affairs and substantially all of its Schedules of Assets and Liabilities (collectively, the “RME Schedules”).

A. FIRST DAY ORDERS

Pursuant to the Government Settlement Order (as defined below), certain final orders entered in the chapter 11 cases of those Debtors that already had commenced chapter 11 cases (collectively, the “Initial Debtors”) became automatically applicable to the RME Debtors upon the commencement of their chapter 11 cases. Specifically, the Government Settlement Order provides that:

As of the [RME Commencement Date], all Orders previously entered by this Court in the Cases (including, without limitation, the Interim Order, the Final Order, the Extension Order, and all provisions relating to the adequate protection of the lenders or agents under the Co-Borrowing Facilities contained therein (collectively, the “DIP Orders”) . . ., to the extent applicable and in a manner that is consistent with such Orders’ stated purposes, shall be deemed to apply to the bankruptcy cases commenced by one of more of the [RME Debtors], effective as of the date of entry of such Order, as if the [RME Debtors] were Debtors referred to in said Orders . . ..

See Government Settlement Order ¶ 13.

In accordance with the RME Bar Date Order, on or about April 5, 2006, a proof of claim form and a notice regarding the RME Bar Date were mailed to, among others, all creditors listed on the RME Schedules and all parties known to the RME Debtors as having potential claims against such Debtors’ estates. A proof of claim form and notice regarding the RME Bar Date and the RME Bar Date Order also were mailed to, among others, the members of the Committees and certain agencies of the U.S. Government.

B. EVENTS LEADING TO THE COMMENCEMENT OF THE CHAPTER 11 CASES OF THE RME DEBTORS

1. The Rigas Criminal Action

As more fully set forth in Section XIII.E.1 of the Disclosure Statement titled “The Rigas Criminal Action,” in 2002, certain improper actions that were allegedly taken by certain members of the Rigas Family that held positions at the Company were discovered. During their tenure with the Company, such individuals allegedly misappropriated billions of dollars, breached their fiduciary duties, and committed other improper acts against the Company, its security holders

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and other constituents. Furthermore, certain members of the Rigas Family hid their improper actions and caused the Company to issue press releases and file periodic reports that they knew were false and misleading.

Following the disclosure of these then-alleged improprieties, the U.S. Department of Justice (the “DOJ”) commenced an investigation. In connection with such investigation, on July 24, 2002, certain members of the Rigas Family and certain alleged co-conspirators were arrested, and subsequently indicted by a grand jury on charges including fraud, securities fraud, bank fraud and conspiracy to commit fraud. Certain defendants other than members of the Rigas Family pleaded guilty to certain counts of the indictment. A trial in the Rigas Criminal Action began on February 23, 2004 in the District Court. On July 8, 2004, the jury returned a partial verdict in the Rigas Criminal Action, finding John J. Rigas and Timothy J. Rigas guilty of conspiracy, bank fraud and securities fraud. The jury found Michael J. Rigas not guilty of conspiracy and wire fraud, but remained undecided on the securities fraud and bank fraud charges against him. On July 9, 2004, the District Court declared a mistrial on the remaining charges against Michael J. Rigas after the jurors were unable to reach a verdict as to those charges. The bank fraud charges against Michael J. Rigas were dismissed with prejudice. On March 17, 2005, the District Court denied the motion of John J. Rigas and Timothy J. Rigas for a new trial. On June 20, 2005, John J. Rigas and Timothy J. Rigas were convicted and sentenced to 15 years and 20 years in prison, respectively. John J. Rigas and Timothy J. Rigas have appealed their convictions and sentences and remain free on bail pending resolution of their appeals. On November 23, 2005, Michael J. Rigas pleaded guilty to one count of making a false entry in a company record (in a form to be filed with the SEC). On March 3, 2006, Michael J. Rigas was sentenced to two years probation, including 10 months of home confinement.

The indictment against certain members of the Rigas Family included a request for entry of a money judgment in an amount exceeding $2.5 billion and for entry of an order of forfeiture of all interests of the convicted Rigas defendants in the Rigas Family Entities, including the Managed Entities. On December 10, 2004, the DOJ filed an application for a preliminary order of forfeiture finding John J. Rigas and Timothy J. Rigas jointly and severally liable for personal money judgments in the amount of $2.533 billion.

2. Forfeiture of Entities and Assets Formerly Owned by the Rigas Family

On April 25, 2005, the U.S. Attorney, on the one hand, and John J. Rigas, Doris Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, Ellen Rigas Venetis and certain entities controlled by such members of the Rigas Family, on the other hand, entered into a settlement agreement (the “Government-Rigas Settlement Agreement”) with respect to the forfeitures requested by the U.S. Government. On April 25, 2005, the U.S. Attorney and the Company also entered into a settlement agreement (the “Government Settlement Agreement”) to resolve potential claims against the Company held by the U.S. Government. The Bankruptcy Court approved the Government-Rigas Settlement Agreement and the Government Settlement Agreement by Order dated May 26, 2005 (the “Government Settlement Order”). Pursuant to the Government-Rigas Settlement and the Government Settlement Agreement, the Company has obtained ownership of the Managed Entities that own the MCE Systems.

Though the Company was not a defendant in the Rigas Criminal Action, the Company was under investigation by the DOJ regarding matters related to alleged wrongdoing by certain members of the Rigas Family. Prior to the execution of the Government Settlement Agreement, the DOJ advised Debtors’ counsel repeatedly that there was a risk that the Company would be indicted. In addition, on July 24, 2002, the SEC filed a civil enforcement action (the “SEC Civil Action”) against ACC, certain members of the Rigas Family and others, alleging various securities fraud and improper books and records claims arising out of actions allegedly taken or directed by certain members of the Rigas Family that formerly held management positions with the Company. Thereafter, on December 3, 2003, the SEC filed a proof of claim against ACC in its chapter 11 case for, among other things, penalties, disgorgement and prejudgment interest in an unspecified amount.

Pursuant to the Government Settlement Agreement, the Company agreed, among other things: (i) to continue to cooperate with the U.S. Attorney until the later of April 25, 2007, or the date upon which all prosecutions arising out of the conduct described in the Rigas Criminal Action and SEC Civil Action are final; (ii) not to assert claims against certain members of the Rigas Family; and (iii) to contribute $715 million in value (the “Contribution”) to a fund to be established and administered by the United States Attorney General and the SEC for the benefit of investors harmed by the activities of certain Rigas Family members (the “Restitution Fund”). The Government Settlement Agreement provides that, in the event of a sale of substantially all of the Debtors’ assets, the Debtors’ Contribution to the Restitution Fund may be composed of the following forms of consideration: (i) up to $400 million of common stock of

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TWC; (ii) $115 million of an interest in a litigation trust to be funded by recoveries obtained from the Company or its designee in certain adversary proceedings and other claims; and (iii) the balance of not less than $200 million in cash, provided that consideration for the sale of the Debtors’ assets includes at least $10 billion in cash.

Subject to ACC’s compliance with the Government Settlement Agreement, the U.S. Attorney agreed, among other things, to convey to the Company (i) certain Rigas Co-Borrowing Entities, including the Managed Entities, (ii) certain specified real estate and other property, and (iii) all securities in the Company directly or indirectly owned by the Rigas Family (collectively, the “Forfeited Property”). The U.S. Attorney agreed with the Rigas Family not to require forfeiture of Coudersport Television Cable Co. (“Coudersport”) and Bucktail Broadcasting Corp. (“Bucktail”), which collectively served approximately 5,000 subscribers in July 2005. Both Coudersport and Bucktail were obligors under the Olympus Co-Borrowing Facility. Please refer to Section II.B.7 herein for a discussion of the release of Coudersport and Bucktail from their obligations under the Olympus Co-Borrowing Facility.

Please refer to Section XIII.E of the Disclosure Statement titled “Settlement of Governmental Investigations and Related Litigation” for a complete discussion of the Government-Rigas Settlement Agreement, the Government Settlement Agreement, and the investigations and actions commenced by the DOJ and the SEC.

3. ACC’s Lawsuit Against the Rigas Family

On April 25, 2005, ACC and the Rigas Family entered into a settlement agreement (the “Adelphia-Rigas Settlement Agreement”), in order to resolve certain matters raised in an adversary proceeding commenced by ACC in the Bankruptcy Court against John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, James Brown, Michael C. Mulcahey, Peter L. Venetis, Doris Rigas, Ellen Rigas Venetis and the Rigas Family Entities. This action alleged violations of the Racketeering Influenced and Corrupt Organizations Act, breach of fiduciary duty, securities fraud, fraudulent concealment, fraudulent misrepresentation, conversion, waste of corporate assets, breach of contract, unjust enrichment, fraudulent conveyance, constructive trust, inducing breach of fiduciary duty, and a request for an accounting.

Pursuant to the Adelphia-Rigas Settlement Agreement, ACC agreed, among other things, (1) to pay $11.5 million to a legal defense fund for the benefit of the Rigas Family, (2) to provide interim management services to Coudersport and Bucktail through and including December 31, 2005, (3) to indemnify Coudersport and Bucktail, and certain members of the Rigas Family’s interest therein, against claims asserted by the lenders under the Co-Borrowing Facilities with respect to such indebtedness up to the fair market value of those entities (without regard to their obligations with respect to such indebtedness), and (4) within 10 business days of the date on which the consent order of forfeiture is entered, dismiss the action pending in the Bankruptcy Court, except for claims against certain members of the Rigas Family. The Rigas Family agreed (1) to make certain tax elections, under certain circumstances, with respect to the Rigas Co-Borrowing Entities (other than Coudersport and Bucktail), (2) to pay ACC five percent of the gross operating revenue of Coudersport and Bucktail for the interim management services and (3) to offer employment to certain Coudersport and Bucktail employees on terms and conditions that, in the aggregate, are no less favorable to such employees than their employment terms with Adelphia. Pursuant to the Adelphia-Rigas Settlement Agreement, on June 21, 2005, the Company filed a dismissal with prejudice of all claims in this action except against the Excluded Parties. In June 2005, the Company paid and expensed the aforementioned $11.5 million in legal defense costs. The Adelphia-Rigas Settlement Agreement releases the Company from further obligation to provide funding for legal defense costs for the Rigas Family.

Various parties have challenged and sought appellate review or reconsideration of the order of the Bankruptcy Court approving this settlement. On February 23, 2006, District Judge Lewis A. Kaplan rejected the appeals of the Bankruptcy Court’s decision. The appeals of Judge Kaplan’s decision remain pending.

Please refer to Section XIII.E of the Disclosure Statement titled “Settlement of Governmental Investigations and Related Litigation” for a complete discussion of the Adelphia-Rigas Settlement Agreement.

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4. Forfeiture Process

Pursuant to the Consent Order of Forfeiture entered by the United States District Court for the Southern District of New York (the “District Court”) on June 8, 2005, the Rigas Family consented to the forfeiture of the Forfeited Property to the United States. On March 29, 2006, the District Court entered a Final Order of Forfeiture conveying the Managed Entities free and clear of all liens, claims, encumbrances and adverse interests, except as provided in the Final Order of Forfeiture, to the United States and that certain Amended Final Order of Forfeiture as to Forfeited Managed Entities (the “Transfer Order”) conveying the Managed Entities from the United States free and clear of all liens, claims, encumbrances and adverse interests, except as provided in the Transfer Order, to certain designated subsidiaries of the Company.

5. Notice of Forfeiture Action

On August 19, 2005, ACC and 238 of its subsidiaries filed a petition with the District Court seeking an order conveying title to certain of the Forfeited Property to the Company. In accordance with the requirements of 21 U.S.C. § 853(n)(1), notice of the forfeiture and of the U.S. Government’s intent to dispose of forfeited property was published in the New York Law Journal for three successive weeks beginning on July 27, 2005; the national edition of The Wall Street Journal for three successive weeks beginning of September 1, 2005; The State (Columbia, South Carolina) for three successive weeks beginning on July 29, 2005; The Daily Journal (Denver, Colorado) for three successive weeks beginning on August 1, 2005; The Tribune-Review (Pittsburgh, Pennsylvania) for three successive weeks beginning on August 4, 2005; and the Potter Leader-Enterprise (Coudersport, Pennsylvania) for three successive weeks beginning on August 17, 2005. Additionally, on or about between October 21, 2005 and October 27, 2005, notice of the forfeiture action was served to persons and entities the U.S. Government believed potentially had an interest in the Forfeited Property.

6. Resolution of Forfeiture Petitions

On October 13, 2005, November 18, 2005, and November 21, 2005, respectively, Bank of Montreal, Bank of America, N.A., and Wachovia Bank, N. A. (collectively, the “Petitioning Banks”), filed petitions (collectively, the “Bank Petitions”) asserting interests in certain of the Managed Entities that are obligated under Co-Borrowing Facilities for the exclusive purpose of protecting against the contingency that the Bankruptcy Court approval of the various settlements would be overturned on appeal. In order to resolve the Bank Petitions, the Transfer Order provided that the rights, title and interests of the RME Newcos in the Forfeited Property is subject to the contingent claims of the Petitioning Banks.

On November 2, 2005 and November 23, 2005, respectively, Barry L. Church and Charles M. Streeter filed petitions asserting mechanic’s liens on certain parcels of real property forfeited to the U.S. Government. These petitions remain pending.

On December 13, 2005, the County of San Diego, California and the City of Encinitas, California (together, the “Petitioning Municipalities”) filed petitions (the “Municipality Petitions”) in opposition to approval of the forfeiture and transfer of the Forfeited Property to the Company to the extent that such forfeiture would interfere with the Petitioning Municipalities’ regulatory authority over licenses possessed by certain of Managed Entities. In order to resolve the Municipality Petitions, the Transfer Order provided that the entry of such Order was without prejudice to, and did not constitute a waiver of, (i) the Petitioning Municipalities’ rights, if any, to approve any future transfer requests of the licenses held by certain of the Managed Entities or (ii) the rights and defenses, if any, of the Debtors related to the same, including, but not limited to, the right to argue, pursuant to section 365(f) of the Bankruptcy Code or otherwise, that the consent of the local franchising authority is not required to transfer a franchise agreement.

On December 15, 2005, Highland School District filed a petition asserting a lien on certain of the Forfeited Property. The petition was subsequently withdrawn.

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7. Execution of Pledges and Guarantees In Connection with the Co-Borrowing Facilities

As set forth above, certain of the RME Debtors were previously obligated under the Co-Borrowing Facilities. The interests in such RME Debtors were subsequently transferred to the RME Newcos in conjunction with the transfer of such entities from the U.S. Government to the Company. The Government Settlement Order provides, among other things, that, effective as of June 7, 2005, the date immediately prior to the date of entry of the Consent Order of Forfeiture (the “Forfeiture Date”), a lien on the equity interests of the RME Debtors was granted, in each case, to secure claims for indebtedness, obligations and liabilities under the respective Co-Borrowing Facilities. Such liens were only granted to the extent that such lender held a lien on the equity interests of such RME Debtor (or the RME Debtors whose assets and properties were transferred to it, in the case of the RME Newcos) prior to the Forfeiture Date. The Government Settlement Order further provided that, except as set forth therein, such liens would enjoy the same validity, priority, value, scope, effect and immunity from avoidance as such liens enjoyed prior to the Forfeiture Date. Additionally, the Government Settlement Order provided that the lenders under the Olympus Co-Borrowing Facility would be entitled to additional liens as further security for obligations owed by Coudersport and Bucktail — Rigas Co-Borrowing Entities that were not forfeited or conveyed to the Company. In consideration of the grant of the supplemental liens, the agents and lenders under the Olympus Co-Borrowing Facility agreed to forbear from exercising any and all rights or remedies against Coudersport or Bucktail, or the equity securities representing ownership of such entities, although, arguably, the lenders under the Olympus Co-Borrowing Facility retain their liens on Coudersport and Bucktail, which the Plan seeks to remove.

The Government Settlement Order also authorized the RME Debtors to execute certain guarantees and pledges in favor of the lenders under the Co-Borrowing Facilities, as provided for in the Transfer Order.

Pursuant to the Transfer Order, Adelphia Cablevision, LLC, the sole member of the RME Newcos, executed guaranty agreements in favor of the lenders under the Olympus Co-Borrowing Facility, the Century Co-Borrowing Facility and the UCA Co-Borrowing Facility, respectively, with each such guaranty being nonrecourse to Adelphia Cablevision, LLC, one of the Initial Debtors, and being limited to the value of its equity interests in such RME Newcos. To secure such guarantees, Adelphia Cablevision, LLC pledged its interests in the RME Newcos to the lenders under the Co-Borrowing Facilities.

Pursuant to the Transfer Order, each of Olympus MCE I, LLC and Olympus MCE II, LLC (both RME Debtors) executed a joinder guaranty and pledge agreement in favor of the lenders under the Olympus Co-Borrowing Facility. This agreement only reaffirms Olympus MCE I, LLC and Olympus MCE II, LLC’s obligations to the extent that they arose pre-forfeiture. In addition, any RME Debtor in which either Olympus MCE I, LLC or Olympus MCE II, LLC owns an interest, executed a joinder guaranty agreement, in each case, in favor of the lenders under the Olympus Co-Borrowing Facility. In accordance with the terms of the Transfer Order, all of the entities in the Rigas/Olympus Co-Borrowing Debtor Group executed an additional security agreement pursuant to which they agreed to grant a lien on all of their assets (other than equity interests) in favor of the lenders under the Olympus Co-Borrowing Facility, with any value being realized in respect of such additional liens being limited to the value of the Coudersport and Bucktail entities being retained by the Rigas Family in accordance with the Government Settlement Agreement.

Pursuant to the Transfer Order, certain of the RME Debtors in which interests are owned by Century MCE, LLC executed new guaranty agreements, in each case, in favor of the lenders under the Century Co-Borrowing Facility. This agreement only obligates Century MCE, LLC to the extent that such obligations arose pre-forfeiture.

Lastly, pursuant to the Transfer Order, each of UCA MCE I, LLC and UCA MCE II, LLC executed a joinder guarantee and pledge agreement in favor of the lenders under the UCA Co-Borrowing Facility. Additionally, each of the RME Debtors in which interests are owned by either UCA MCE I, LLC or UCA MCE II, LLC executed a joinder guaranty agreement in favor of the lenders under the UCA Co-Borrowing Facility. These agreements only obligate UCA MCE I, LLC, UCA MCE II, LLC and the RME Debtors in which they own interests to the extent that such obligations arose pre-forfeiture.

8. The DIP Facility

Each RME Debtor is a loan party under the DIP Facility and has been allocated to a Borrower Group thereunder. Each RME Debtor that holds (a) cable assets, (b) the equity interests of another RME Debtor that holds cable assets, or

DSS-13

(c) real property that is used in the operation of the business of an RME Debtor, has been allocated to the Borrower Group that corresponds to the Co-Borrowing Facility to which such RME Debtor was an obligor prior to the forfeiture (or, in the case of an RME Debtor that is a newly-formed entity, the Borrower Group that corresponds to the Co-Borrowing Facility to which the entity whose equity interests are held by such RME Debtor was an obligor prior to forfeiture). For example, an RME Debtor that holds cable assets and, prior to the forfeiture, was an obligor under the Olympus Co-Borrowing Facility, is a member of the Olympus Borrower Group under the DIP Facility. Each RME Debtor that does not hold (x) cable assets, (y) the equity interests of another RME Debtor that holds cable assets, or (z) real property used in the operation of the business of an RME Debtor, has been allocated to the “Seven A” borrower group under the DIP Facility. Each RME Debtor that is allocated to a Borrower Group (other than the RME Debtors that are allocated to the “Seven A” Borrower Group) is jointly and severally liable for the obligations of each Loan Party (as defined in the DIP Facility) in its Borrower Group, but does not have any liability with respect to the obligations of any Loan Party in any other Borrower Group. Each RME Debtor that is allocated to the “Seven A” Borrower Group, is jointly and severally liable for the obligations of each Loan Party in the “Seven A” Borrower Group and is be jointly and severally liable for the obligations of each other Loan Party under the DIP Facility.

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III. MODIFICATIONS TO THE PLAN OF REORGANIZATION

In response to developments in the Chapter 11 Cases and objections from various constituents, the Debtors have made several changes to the Plan, including the incorporation of certain proposed settlement agreements. Exhibit Q contains a copy of the Plan, marked to show changes from the November Plan. The Disclosure Statement and this Disclosure Statement Supplement are not intended to replace the careful and detailed review and analysis of the Plan, but only to aid and supplement such review. The Disclosure Statement and this Disclosure Statement Supplement are qualified in their entirety by reference to the Plan, the Plan Supplement and the exhibits attached thereto and the agreements and documents described therein. If there is a conflict between the Plan and the Disclosure Statement or this Disclosure Statement Supplement, the provisions of the Plan will govern. You are encouraged to review the full text of the Plan and the Plan Supplement and to read carefully the entire Disclosure Statement and Disclosure Statement Supplement, including all exhibits, before deciding how to vote with respect to the Plan.

The following is a summary of the material changes to the November Plan contained in the Plan, and is qualified in its entirety by reference to the Plan included as an exhibit to this Disclosure Statement Supplement:

A. GENERAL

1. Deemed Value of TWC Class A Common Stock

The Plan now contemplates that the Bankruptcy Court will determine the Deemed Value of the TWC Class A Common Stock for purposes of the Plan (but not the Purchase Agreements) in connection with the Confirmation Hearing.

2. New Debtor Groups and Classes of Claims

a. The New Debtor Groups

The Plan provides for the separate substantive consolidation of two new groups of debtors consisting of (a) the five subsidiaries of Ft. Myers Acquisition Limited Partnership (the “Ft. Myers Subsidiary Debtor Group”) and (b) the parent entities of FrontierVision Holdings, LP and Adelphia GP Holdings LLC, the one percent general partner of FrontierVision Partners, LP (collectively, the “Adelphia GP Holdings Debtor Group”). The Ft. Myers Subsidiary Debtor Group includes: Ft. Myers Cablevision, LLC; Adelphia Cablevision of Newport Beach, LLC; Adelphia Cablevision of Orange County, LLC; California Ad Sales, LLC; and Adelphia Pinellas County, LLC. The Adelphia GP Holdings Debtor Group includes Adelphia GP Holdings, LLC; FrontierVision Holdings, LLC; and FrontierVision Partners, L.P. As a result of these changes, all of the entities in these Debtor Groups will be considered a single entity for the following purposes under the Plan:

• all assets and liabilities of the Debtors within the Debtor Group will be treated as though they were merged with the assets and liabilities of the other Debtors within the Debtor Group;

• no distributions will be made under the Plan on account of any Claim held by a Debtor against any other Debtor within the Debtor Group;

• no distributions will be made under the Plan on account of any Equity Interest held by a Debtor in any other Debtor within the Debtor Group;

DSS-15

• all guaranties of any Debtor of the obligations of any other Debtor within the Debtor Group will be eliminated so that any Claim against any Debtor and any guaranty thereof executed by any other Debtor and any joint or several liability of any of the Debtors within the Debtor Group will be one obligation of the Debtors within the Debtor Group; and

• each and every Claim filed or to be filed in the Chapter 11 Cases against any of the Debtors within the Debtor Group will be deemed filed against all of the Debtors within the Debtor Group, and will be one Claim against, and obligation of, the Debtors within the Debtor Group.

With the addition of these Debtor Groups, the Plan will consist of twenty separate and distinct Debtor Groups. The Debtors believe that this partial substantive consolidation structure is supported by applicable legal standards, which are discussed in Section IV.B.1.b. of the Disclosure Statement. The modified Debtor Group structure is depicted in the following chart:

DSS-16

(1) The Ft. Myers Subsidiary Debtor Group

The Debtors believe that the creation of the Ft. Myers Subsidiary Debtor Group is most consistent with the prepetition expectations of creditors and necessary to avoid undue prejudice to parties in interest. In accordance with the absolute priority rule, such Debtors will first satisfy their allocable share of their postpetition secured obligations. Then, as set forth in more detail below, the Ft. Myers Subsidiary Debtors will satisfy all of their prepetition creditors, in order of priority. Lastly, any residual value of the Ft. Myers Subsidiary Debtor Group will flow to its direct corporate parent, Ft. Myers Acquisition Limited Partnership (“Ft. Myers”), for the benefit of its creditors.

In the November Plan, the Ft. Myers Subsidiary Debtors were included in the Century Debtor Group as a result of their being joint and several obligors under the Century Prepetition Credit Agreement. The consolidation structure under the Plan avoids the diversion of residual equity contained in the prior consolidation structure that, based on the Debtors’ corporate structure, was reasonably anticipated by Ft. Myers’ creditors to be an asset of Ft. Myers. Notwithstanding the need to respect the prepetition expectations and rights of Ft. Myers’ creditors (and avoid the unjust enrichment of other creditors), it would be inappropriate to consolidate the Ft. Myers Subsidiary Group with Ft. Myers. First, as Ft. Myers is a holding company, its creditors are structurally subordinated to the creditors of its subsidiaries. Second, Ft. Myers issued the FPL Note prior to the Petition Date. Accordingly, substantively consolidating Ft. Myers with its subsidiaries would inappropriately burden the Ft. Myers Subsidiary Debtors’ creditors, who are not parties to the FPL Note.

The Ft. Myers Subsidiary Debtors are joint and several obligors under the Century Credit Agreement. As the Century Prepetition Lenders are contemplated to be paid in full with postpetition interest by virtue of their treatment in Class Century-Bank, the Century Prepetition Lenders will not be prejudiced by this modification. In addition, the Plan contemplates that Century Cable Holdings LLC, a co-borrower under the Century Credit Facility and a Debtor in the Century Debtor Group, will have an Allowed contribution and subrogation claim against the Ft. Myers Subsidiary Debtor Group. This Allowed Claim will arise as a result of the discharge by Century Cable Holdings LLC of any Co-Borrowing Claim that arose as a result of funds borrowed by a Ft. Myers Subsidiary Debtor directly from the lenders under the Century Credit Agreement. Accordingly, members of the Century Borrower Group will be compensated for any direct borrowings of the Ft. Myers Debtors under the Century Credit Facility.

The following new Classes of Claims were created for the Ft. Myers Subsidiary Debtor Group: (i) Class FtMS-Bank, consisting of Century Bank Claims against the Ft. Myers Subsidiary Debtors; (ii) Class FtMS-Contrib/Subrog, consisting of the Century Debtor Group’s Contrib/Subrog Claims against the Ft. Myers Subsidiary Debtors; (iii) Class FtMS-Trade, consisting of Trade Claims against the Ft. Myers Subsidiary Debtors; and (iv) Class FtMS-Uns, consisting of Other Unsecured Claims against the Ft. Myers Subsidiary Debtors.

(2) The Adelphia GP Holdings Debtor Group

The Adelphia GP Holdings Debtors consist of the parent entities of FrontierVision Holdings, LP and Adelphia GP Holdings LLC, the one percent general partner of FrontierVision Partners, LP. Although the Adelphia GP Holdings Debtors have few assets, according to the Debtors’ corporate structure any residual equity from these Debtors is an asset of ACC Operations, Inc. Unlike its subsidiaries and parent, the Adelphia GP Holdings Debtors are not a party to a credit agreement and have not issued or guaranteed any public debt. Accordingly, consolidating such debtors with another Debtor Group would defeat the prepetition expectations of creditors.

Moreover, Adelphia Cablevision may be determined to have substantial claims against certain of the Adelphia GP Holdings Debtors. To the extent such claims are ultimately allowed by the Bankruptcy Court, creditors of other Debtors should not have to bear the risk of dilution attendant to those liabilities. In accordance with the Debtors’ corporate structure, the Adelphia GP Holdings Debtor Group will be entitled to any residual value of the FrontierVision Holdco Debtor Group.

The following new Classes of Claims were created for the Adelphia GP Holdings Debtor Group: (i) Class AGPH-Trade, consisting of Trade Claims against the Adelphia GP Holdings Debtors; and (ii) Class AGPH-Uns, consisting of Other Unsecured Claims against the Adelphia GP Holdings Debtors. However, the Debtors do not believe there will ultimately be any Allowed Claims in these Classes.

DSS-17

b. New Classes

The Plan contains 17 new Classes. These Classes, and the reason for their creation, are listed below:

AGPH-Trade		To classify Claims in a new Debtor Group.

AGPH-Uns		To classify Claims in a new Debtor Group.

CCHC-CentNR		To classify Claims by holders of Bank Claims arising in connection with a pledge, grant of security interest or other Encumbrance under the Century Credit Agreement on Collateral, which Claim is recourse only to the Collateral and not to any other assets of the obligor.

FtM-CentNR		To classify Claims by holders of Bank Claims arising in connection with a pledge, grant of security interest or other Encumbrance under the Century Credit Agreement on Collateral, which Claim is recourse only to the Collateral and not to any other assets of the obligor.

FtMS-Bank		To classify Century Bank Claims against a new Debtor Group.

FtMS-Contrib/Subrog		To classify Claims by a Century Debtor against a Ft. Myers Subsidiary Debtor, which arise as a result of the discharge by such Century Debtor of a Co-Borrowing Claim that arise as a result of any funds borrowed by such Ft. Myers Subsidiary Debtor directly from the lenders under the Century Credit Agreement. In addition, this Class was necessary due to the creation of a new Debtor Group.

FtMS-Trade		To classify Claims in a new Debtor Group.

FtMS-Uns		To classify Claims in a new Debtor Group.

FVHC-FVNR		To classify Claims by holders of Bank Claims arising in connection with a pledge, grant of security interest or other Encumbrance under the FrontierVision Credit Agreement on Collateral, which Claim is recourse only to the Collateral and not to any other assets of the obligor.

OLYParent-Conv		To classify Convenience Claims.

OLYParent-FPLNR		To classify Claims by holders of the FPL Note arising in connection with a pledge, grant of security interest or other Encumbrance under the pledge agreement by Olympus Communications, L.P., in favor of West Boca Security, Inc., which Claim is recourse only to the Collateral and not to any other assets of the obligor.

OLYParent-UCANR		To classify Claims by holders of Bank Claims arising in connection with a pledge, grant of security interest or other Encumbrance under the UCA Credit Agreement on

DSS-18

		Collateral, which Claim is recourse only to the Collateral and not to any other assets of the obligor.

OPS-OLYNR		To classify Claims by holders of Bank Claims arising in connection with a pledge, grant of security interest or other Encumbrance under the Olympus Credit Agreement on Collateral, which Claim is recourse only to the Collateral and not to any other assets of the obligor.

OPS-UCANR		To classify Claims by holders of Bank Claims arising in connection with a pledge, grant of security interest or other Encumbrance under the UCA Credit Agreement on Collateral, which Claim is recourse only to the Collateral and not to any other assets of the obligor.

RCentCB-CentNR		To classify Bank Claims arising under the Century Credit Agreement. These Claims are deemed satisfied in full by virtue of the treatment of Class Century-Bank.

ROlyCB-OLYNR		To classify Bank Claims arising under the Olympus Credit Agreement. These Claims are deemed satisfied in full by virtue of the treatment of Class OLY-Bank.

RUCACB-UCANR		To classify Bank Claims arising under the UCA Credit Agreement. These Claims are deemed satisfied in full by virtue of the treatment of Class UCA-Bank.

3. Trade Claims and General Unsecured Claims

Consistent with the Plan Support Agreement, in Classes CCC-Trade, CCHC-Trade, Century-Trade, FtM-Trade, FtMS-Trade, Fundco, FV-Trade, OLY-Trade, OPS-Trade, P-Trade, RCentCB-Trade, ROlyCB-Trade, RUCACB-Trade, TCI-Trade and UCA-Trade, Allowed Trade Claims will be Paid in Full through payment of:

(a) 99% of the principal amount of such Claims in cash, provided that if there are Non-Transferred MCEs and the Substitution Conditions are satisfied, such amounts may be paid in TWC Class A Common Stock;

(b) 1% of the principal amount of such Claims in TWC Class A Common Stock (or, at the Debtors’ election, cash);

(c) simple interest through the Effective Date in cash at the federal judgment rate as of the Commencement Date, provided that if there are Non-Transferred MCEs and the Substitution Conditions are satisfied, such amounts may be paid in TWC Class A Common Stock; and

(d) additional interest in cash in an amount such that total interest payments on such trade claims represent simple interest through the Effective Date at a rate of 8% per annum, provided that (i) of this amount an amount equal to 1% of the amount set forth in clauses (a) and (b) may be in the form of TWC Class A Common Stock and (ii) if the Substitution Conditions are satisfied, such interest payments may be paid in TWC Class A Common Stock.

The Substitution Conditions are satisfied if both:

(1) the FrontierVision Holdco Notes/Trade Distribution Reserve, the Ft Myers Notes Distribution Reserve and the Olympus Parent Notes Distribution Reserve are not funded with cash on the Effective Date, and

(2) cash as a percentage of the reserve for such Class of Trade Claims on the Effective Date is not less than cash as a percentage of the Reserve for General Unsecured Claims against the same Debtor Group on the Effective Date.

Subject to the solvency of the applicable Debtor Group, simple interest will accrue with respect to Allowed Claims at a rate of 8% per annum in Classes ACC-Trade, ACC-Uns, AGPH-Trade, AGPH-Uns, ARA-Trade, ARA-Uns, CCC-Uns, CCHC-Uns, Century-Uns, FV-Uns, FVHC-Trade, FVHC-Uns, FtM-Uns, FtMS-Uns, Fundco, OLY-Uns, OLYParent-Trade, OLYParent-Uns, OPS-Uns, P-Uns, RCentCB-Uns, ROlyCB-Uns, RUCA-Uns, TCI-Uns, and UCA-Uns.

In Classes CCC-Uns, CCHC-Uns, Century-Uns, FtM-Uns, FtMS-Uns, FV-Uns, OLY-Uns, OPS-Uns, P-Uns, RCentCB-Uns, ROlyCB-Uns, RUCACB-Uns, TCI-Uns and UCA-Uns, Allowed General Unsecured Claims will be Paid in Full through distribution of Plan Consideration, initially in the same proportion of cash and TWC Class A Common Stock as the corresponding Trade Class in such Debtor Group.

4. Bank Claims

In response to certain of the objections filed by parties in interest, the Debtors have modified the November Plan to make certain changes with respect to the treatment of the Bank Claims.

As set forth above, the Plan creates new Classes of Bank Nonrecourse Lien Claims in certain Debtor Groups for Bank Claims that arose in connection with a pledge, grant of security interest or other Encumbrance under a Prepetition Credit Agreement, which are recourse only to the collateral under the applicable Prepetition Credit Agreement, and not to other assets of the obligor.

The Plan also provides for two alternative treatments of the Bank Claims depending upon whether the applicable Class of Bank Claims has voted to accept or reject the Plan. Specifically, if a Class of holders of Bank Claims votes to accept the Plan, for such Class, the Plan provides for:

• the payment in full in cash on the Effective Date of all claims for principal;

• to the extent the Bankruptcy Court has not determined as of the Effective Date whether the holders of Bank Claims are entitled to interest through (but not including) the Effective Date at the maximum non-default rate set forth in the underlying Prepetition Credit Agreements over the interest paid or Allowed on the principal amount of their Bank Claims (“Grid Interest”), a reserve of cash in such amount will be established in segregated, interest bearing accounts corresponding to each Prepetition Credit Agreement to be held by the Distribution Companies pending Bankruptcy Court determination (the “Grid Interest Reserves”). The Debtors estimate that this amount could be up to $189 million for all Bank Claims, assuming an Effective Date of July 31, 2006;

• the payment of all reasonable Bank Lender Fee Claims, in cash on the Effective Date, required by the terms of the applicable Prepetition Credit Facility and not inconsistent with applicable law. The amount of Bank Lender Fee Claims that have been asserted to date is approximately $50 million;

• the establishment of a Litigation Indemnification Fund, which will be divided into six separate funds (each an “LIF”) corresponding to each Prepetition Credit Facility. Each LIF will be funded with an accepting Bank Class’s Bank Class Pro Rata Share of $125 million. Under the Plan, the Bank Class Pro Rata Share for each of Classes Century-Bank, Olympus-Bank and UCA-Bank is 20%, and the Bank Class Pro Rata Share for each of Classes FV-Bank, P-Bank and TCI-Bank is 13.3%. After making required distributions to CVV Series RF Interests, each LIF will also be “topped up” after giving effect to any Bank Lender Post-Effective Date Fee Claims to its initial balance or such other amount as may be determined by the Bankruptcy Court after notice

DSS-20

and a hearing from net proceeds of the Designated Litigation prior to making any distributions to other CVV Interests. In addition, each LIF with respect to an accepting Bank Class will be increased to the extent that any balance remains in the corresponding Bank’s Grid Interest reserve after payment of Allowed Grid Interest up to the Bank Class’ Bank Class Pro Rata Share of $50 million. Post-Effective Date Fee Claims will be paid in cash as and when determined by the Bankruptcy Court at the Confirmation Hearing to be required by the terms of the applicable Prepetition Credit Facility and not inconsistent with applicable law;

• the release of the Bank Lenders from all Third Party Claims or Causes of Action that would give rise to an Allowed Claim for indemnification, contribution or reimbursement against a Debtor, Reorganized Debtor or Transferred Joint Venture Entity; provided, however, that if the Bankruptcy Court fails to approve such release, such failure will not invalidate any acceptance of the Plan by holders of Bank Claims or give them any right to withdraw such acceptance; and

• a mechanism to reduce any recovery of the Contingent Value Vehicle against a defendant in any Designated Litigation if such defendant otherwise would be able to recover against a Bank Lender for a Claim that would give rise to an Allowed Claim by the Bank Lenders for indemnification, contribution or reimbursement against a Debtor, Reorganized Debtor, or Transferred Joint Venture Entity.

The Plan provides that if a Class of holders of Bank Claims votes to reject the Plan, the distributions to holders of Bank Claims in that Class will be subject to the successful prosecution of a motion by the Creditors’ Committee pursuant to sections 502(a), (b) and/or (d) of the Bankruptcy Code seeking to direct the holdback of any distribution to the Bank Lenders until resolution of the Continuing Bank Actions (the “Creditors’ Committee Motion”).(1) On April 26, 2006, the Creditors’ Committee Motion was filed. The Plan provides that if the Creditors’ Committee Motion is granted pursuant to an order of the Bankruptcy Court entered no later than five business days prior to the entry of the Confirmation Order, all distributions to rejecting Bank Classes will be held in a segregated, interest-bearing account pending resolution of the Continuing Bank Actions or further order of the Bankruptcy Court. To the extent that it is ultimately determined that holders of Bank Claims in rejecting Classes are entitled to such distributions, the corresponding segregated funds (together with the attributable after-tax earnings with respect thereto) will be released to such holders. The Creditors’ Committee Motion seeks to withhold distributions to holders of Bank Claims in accepting Classes as well. If the Creditors Committee Motion is granted prior to the Effective Date, the affected holders of Bank Claims shall have five business days to change their votes from accept to reject.

If a Class of holders of Bank Claims votes to reject the Plan, for such Class, the Plan provides:

• the payment in full in cash on the Effective Date (either to the holdback account or, if the Creditors’ Committee Motion is denied, to the holders of Bank Claims) of all Claims for principal;

• to the extent the Bankruptcy Court has not determined as of the Effective Date whether the holders of Bank Claims are entitled to Grid Interest, the Debtors will establish the Grid Interest Reserves;

• the payment of all Bank Lender Fee Claims in cash on the Effective Date (either to the holdback account or, if the Creditors’ Committee Motion is denied, to the holders of Bank Claims) as and when determined by the Bankruptcy Court at the Confirmation Hearing to be required by the terms of the applicable Prepetition Credit Facility and not inconsistent with applicable law;

(1) The Government Settlement Order provides that, unless otherwise ordered by the Bankruptcy Court in connection with a motion or objection prosecuted by any party in interest (in each case, over the Debtors' opposition) or a ruling in the Bank Actions (any such order or ruling, a “Contrary Order”), the Debtors shall not reserve, withhold or escrow plan distributions otherwise payable under a plan of reorganization to any holder of a Bank Claim by reason of the pendency of the Bank Actions or based on any claim, cause of action or objection asserted by any party in interest on behalf of the Debtors' estates that is based substantially on the allegations set forth in the Bank Lender Avoidance Complaint (provided, that, any plan of reoganization proposed by the Debtors shall so reserve, withhold or escrow such plan distributions if required by a Contrary Order).

DSS-21

• each LIF will be funded with a rejecting Bank Class’s pro rata share of $75 million. After making required distributions to CVV Series RF Interests, each LIF will also be “topped up” after giving effect to any Bank Lender Post-Effective Date Fee Claims to its initial balance or such other amount as may be determined by the Bankruptcy Court after notice and a hearing, from net proceeds of the Designated Litigation prior to making any distributions to other CVV Interests. Post-Effective Date Fee Claims will be paid in cash as and when determined by the Bankruptcy Court at the Confirmation Hearing to be required by the terms of the applicable Prepetition Credit Facility and not inconsistent with applicable law;

In order to receive a distribution with respect to a Bank Claim, a holder of a Bank Claim must deliver to the Plan Administrator evidence reasonably satisfactory to the Plan Administrator of the holder’s ability to disgorge any distributions received with respect to the Bank Claim, the Bank Lender Fee Claim or the Bank Lender Post-Effective Date Fee Claim if it is ultimately determined that such holder is required to disgorge such distributions. Any dispute as to whether the holder of a Bank Claim has delivered to the Plan Administrator reasonably satisfactory evidence (an “Assurance Dispute”) will be resolved by the Bankruptcy Court. Without limiting any other form of reasonably satisfactory evidence of a holder’s ability to disgorge, the following are deemed to be reasonably satisfactory evidence: (i) that such holder is a bank chartered under the laws of the United States of America, any state thereof, or any other jurisdiction (foreign or domestic), and is not subject to any receivership or similar proceeding; or (ii) during the pendency of an Assurance Dispute, such holder shall have agreed, in form and substance reasonably satisfactory to the Plan Administrator, to keep the distributions received in a segregated account, over which the Plan Administrator has a perfected, first priority security interest, and which account will be invested solely in Permitted Investments.

5. Olympus Parent Debtor Group

The Plan has been changed to provide that the distributions to holders of Claims against the Olympus Parent Debtor Group are placed in the Olympus Parent Dispute Holdback pending an Inter-Creditor Dispute Resolution (including the Potential Olympus Parent Settlement, see Section III.B.2.c., titled “The Potential Olympus Parent Settlement”). This change was made because as a result of a decrease in the value of, and an increase in the Claims against, the Debtors’ estates, the Subsidiary Debtor Groups of the Olympus Parent Debtor Group have less residual value to offset the risk of the Inter-Creditor Dispute, and therefore, the Debtors are no longer able to conclude that the Olympus Parent Debtor Group could not be rendered insolvent as a result of a judicial Inter-Creditor Dispute Resolution.

The Olympus Parent Debtor Group has no assets other than its Intercompany Claims, whatever litigation claims and rights it may hold and the equity interests in its direct and indirect subsidiaries. Although the subsidiaries of the Olympus Parent Debtor Group have substantial assets, such subsidiaries also are subject to substantial liabilities and uncertainties as a result of the Inter-Creditor Dispute. The chart included in Section IV.A.1. of this Disclosure Statement Supplement indicates (subject to the limitations set forth therein) that the Subsidiary Debtor Groups of the Olympus Parent Debtor Group have an estimated net residual value on the Effective Date before giving effect to the Inter-Creditor Dispute of approximately $3.4 billion (Olympus Debtor Group - $2.4 billion, UCA Debtor Group - $1.0 billion, and Ft. Myers and Ft. Myers Subsidiary Debtor Group – collectively no residual value). However, the Debtor Groups in question have substantial exposure to the Inter-Creditor Dispute, including net Intercompany Claims as follows (dollars in millions):

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Debtor Group	Intercompany Receivable	Intercompany Payable

Olympus Parent	562	—

Olympus	1,884	2,890

UCA	121	1,139

Ft. Myers	—	57

Ft. Meyers Subsidiary	142	—

Total	2,709	4,086

In addition, the Debtor Groups in question are subject to (1) fraudulent conveyance claims with respect to the Transferred Out Subsidiaries that became subsidiaries of the Olympus Parent Debtor Group; and (2) other elements of the Inter-Creditor Dispute.

The decrease in the value of the Debtors’ estates from the value estimated in the Disclosure Statement is due to a number of factors, including: (1) the projected decrease in the value of the Sale Transaction, principally resulting from the decrease in the estimated value of the TWC Class A Common Stock described in Section V of this Disclosure Statement Supplement, and (2) the payment of additional administrative expenses and post-petition interest on the DIP and the Credit Agreements from the original assumed Effective Date of March 31, 2006 to the current assumed Effective Date of July 31, 2006. The increase in estimated Claims against the Debtors’ estates is described in Section III.A.9. below.

Certain holders of Olympus Parent Debtor Group Note Claims have asserted that, even based on the net Intercompany Claims discussed above and the increased Claim amounts reflected in the chart included in Section IV.A.1 of this Disclosure Statement Supplement, there is no foreseeable Inter-Creditor Dispute Resolution that would render the Olympus Parent Debtor Group insolvent. Such holders believe that even if the above chart accurately reflects the Olympus Parent Debtor Group’s potential exposure to the Intercompany Claims of its subsidiaries (which such holders do not concede), residual equity value that flows to the Olympus Parent Debtor Group would only be reduced by a maximum of approximately $1.377 billion (i.e., $4.086 billion aggregate intercompany payable minus $2.709 billion aggregate intercompany receivable), thereby leaving approximately $2.0 billion of value available to pay approximately $307 million of estimated Allowed Claims against the Olympus Parent Debtor Group in full on the Effective Date. Certain holders of Olympus Parent Debtor Group Note Claims have further asserted that, based on the pleadings that have been filed to date in the Inter-Creditor Dispute concerning the fraudulent conveyance claims, the maximum exposure of the above-referenced Debtor Groups with respect to fraudulent conveyance issues is approximately $1.0 billion. Therefore, taking into account the potential exposure of the above-referenced Debtor Groups with respect to the Intercompany Claim and fraudulent conveyance elements of the Inter-Creditor Dispute, such holders claim that the Olympus Parent Debtor Group (even under the Debtors’ proposed substantive consolidation structure) would still have approximately $800 million of residual equity value from its subsidiary Debtor Groups available to pay the approximately $307 million in estimated Allowed Claims against such Debtor Group in full on the Effective Date. The Debtors dispute these assertions and believe that, due to various components of the Inter-Creditor Dispute, the above-referenced referenced estimate of available value to satisfy claims against the Olympus Parent Debtor Group is misleading.

Such holders of Olympus Parent Notes Claims have also asserted that the Plan severely prejudices the due process and other rights of all holders of such Claims by placing the distributions to holders of Claims against the Olympus Parent Debtor Group in the Olympus Parent Dispute Holdback pending an Inter-Creditor Dispute Resolution. Under all previous versions of the Plan and Disclosure Statement, the Olympus Parent Notes Claims were to be paid in full

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(including accrued post-petition interest as provided by Section 8.14 of the Plan) in cash on the Effective Date. Certain holders of Olympus Parent Notes Claims and the Olympus Parent Indenture Trustee have asserted that, in reliance on, among other things, previous versions of the Plan and Disclosure Statement, statements of Debtors’ counsel made on the record at the October 27, 2005 hearing to approve the Disclosure Statement and the deposition testimony of Debtor representatives, the holders of Olympus Parent Notes Claims and the Olympus Parent Indenture Trustee did not actively participate in the Inter-Creditor Dispute resolution process, opting instead to passively monitor the proceedings and thereby avoid unnecessary depletion of the Debtors’ assets. Specifically, the holders of Olympus Parent Notes Claims and Olympus Parent Indenture Trustee did not engage financial advisors to analyze expert reports and financial data or render any expert opinions with respect thereto, were not privy to many of the communications between the Debtors and the principal participants in the Inter-Creditor Dispute and did not participate in, nor were they invited to, numerous settlement conferences, meetings and certain conferences held with the Bankruptcy Court. Moreover, the other potentially affected creditor constituencies have filed, since August of 2005, countless voluminous pleadings, taken and responded to extensive written discovery, deposed numerous fact witnesses and participated actively in several weeks of evidentiary hearings in connection with the Inter-Creditor Dispute resolution process. The Debtors dispute these assertions and believe such holders of Olympus Parent Note Claims and the Olympus Parent Indenture Trustee had no basis to rely only on select statements of the Debtors, their counsel or representatives as such statements are out of context and do not reflect the full record of that hearing, those depositions or these cases.

6. Post-petition Interest on Claims

On April 27, 2006, the Bankruptcy Court approved the Debtors’ proposal to pay simple, non-default interest from the Commencement Date to the Effective Date to the creditors of the solvent Debtor Groups and the proposed 8% rate for post-petition interest on Trade Claims subject to the Trade Plan Support Agreement. Section 8.14 of the Plan has been modified to conform to that decision.

Section 8.14(a) of the Plan provides generally that, except as otherwise ordered by the Bankruptcy Court, the Existing Securities Laws Claims are included in the calculation of determining Debtor Group solvency for purposes of determining the accrual of post-petition pre-Effective Date interest on the Class of Claims of the underlying securities (and all other classes of Claims pari passu with such Class). As a result, in a case where a Potential Settlement is not applicable, if the Debtor Group is insolvent by virtue of the existence of the Existing Securities Law Claims, no post-petition interest will accrue on the Class of Claims of the underlying securities (and all other classes of Claims pari passu with such Class) and the Existing Securities Law Claims will be paid prior to post-petition interest on the Class of Claims of the underlying securities (and all other classes of Claims pari passu with such Class); however, if the Debtor Group is solvent after giving effect to the Existing Securities Law Claims, then post-petition interest will accrue on the Class of Claims of the underlying securities (and all other classes of Claims pari passu with such Class), and the Existing Securities Law Claims will effectively be subordinated to such interest.

7. Rejecting Debtor Groups

Section 8.02(d) of the Plan has been modified to provide that if one or more Debtor Groups rejects the Plan, and the Debtors elect to eliminate such Debtor Group(s) (the “Rejecting Debtor Group”) from participation under the Plan, with respect to each Rejecting Debtor Group that has a direct Subsidiary Debtor Group,

(i) a new class of equity interests will be created at the Direct Subsidiary Debtor Group reflecting the equity interests held by the Rejecting Debtor Group in the Direct Subsidiary Debtor Group,

(ii) the Plan will be confirmed with respect to the new class of equity interests under section 1129(b) of the Bankruptcy Code,

(iii) a new distribution reserve will be created with respect to the new class of equity interests which will be funded with the Plan Consideration that would have funded the distribution reserve of the Rejecting Debtor Group if the Rejecting Debtor Group had not been eliminated from the Plan,

(iv) on the Effective Date, the Direct Subsidiary Debtor Group will issue new common equity to the Parent Debtor Group of the Rejecting Debtor Group, and

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(v) the Plan Administrator may have the Rejecting Debtor Group “deconsolidated” from the tax reporting group of the other Debtors for federal and state income tax purposes. The Plan provides that the Plan Administrator will pay taxes attributable to any income or gain realized by any member of the Rejecting Debtor Group, or with respect to the Plan Consideration held in a reserve established for such purpose, either (i) by reserving cash in such reserve, or (ii) reserving proceeds from a sale of shares of TWC Class A Common Stock held in such reserve. The Plan provides that to the extent required by the Bankruptcy Court in connection with the Confirmation Hearing the Distribution Reserve will be increased by Plan Consideration with a Deemed Value equal to a reasonable reserve for any taxes payable as a result of the exclusion of a Debtor or Debtor Group.

Section 8.02(d) of the Plan sets forth procedures for removing a Debtor Group or Debtor from the Plan such that, if one or more Debtor Groups rejects the Plan, the Debtors may remove such Debtor Group or Debtor from the Plan so that confirmation of the Plan may proceed with respect to other Debtor Groups. This modification was necessary to maximize the opportunity for the Sale Transaction to be consummated, an event which the Debtors believe will maximize the value of each of the Debtors’ estates. The Chapter 11 Case of each eliminated Debtor will remain pending and the assets of each such Debtor (i.e., the Plan Consideration that would have been reserved for such Debtor had it not been eliminated from the Plan) will be retained by such Debtor’s estate. Recoveries to creditors of any Debtor eliminated from the Plan would be determined by the terms and conditions of the plan of reorganization that is subsequently filed and confirmed in such Debtor’s Chapter 11 Case. Such creditors would not be entitled to any recovery under the Plan they rejected and were subsequently eliminated from.

These provisions are designed to allow the Debtors, as appropriate, to confirm the Plan and consummate the Sale Transaction even if a Debtor Group rejects the Plan and the Plan cannot be confirmed as to that Debtor Group pursuant to Section 1129(b) of the Bankruptcy Code.

8. Contingent Value Vehicle

Three new classes of CVV Interests were created and will be issued to the creditors of the Olympus Parent Debtor Group.

The balance of Distributable Proceeds (after giving effect to the distribution to the CVV Series RF Interests) will be allocated pursuant to priorities and allocation percentages to be determined as part of the Inter-Creditor Dispute Resolution. In the absence of or to the extent not provided in an Inter-Creditor Dispute Resolution, the CVV Board will be required to determine in good faith the Debtor Group to which the litigation rights giving rise to such CVV recoveries relate. If Distributable Proceeds would otherwise be allocated to a Debtor Group which is subject to an Inter-Creditor Dispute Holdback that is fully funded with Plan Consideration and as to which an Inter-Creditor Dispute Resolution has not yet occurred, then such Distributable Proceeds will be allocated to the Holding Company Debtor Group. The CVV Board will file a notice with the Bankruptcy Court setting forth the proposed allocation of such proceeds. Unless a party-in-interest timely objects to the proposed allocation, the proposed allocation of litigation proceeds will be final and binding on all parties. If the CVV Board is unable to determine the Debtor Group to which such Distributable Proceeds are attributable, the determination of allocation will be submitted to the Bankruptcy Court.

The Plan was also modified to provide that interest would continue to accrue from the Commencement Date to the Effective Date (or such other date as may be set forth in an Inter-Creditor Dispute Resolution) with respect to Claims underlying CVV Series AH-1, AH-2, FV-1, FV-2, OP-1, OP-2, OP-3, A-1a, A-1b, A-1c, and A-2a Interests, except to the extent otherwise ordered by the Bankruptcy Court.

The term of the Contingent Value Vehicle was also amended. The Contingent Value Vehicle will now be dissolved upon the earlier of the distribution of all its assets to CVV Holders or five years from the Effective Date (except that the Bankruptcy Court may approve an extension of such five year term within six months of such termination if the facts and circumstances so warrant).

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9. Change in Value and Currency; Shift of Recovery from Cash to TWC Class A Common Stock

Since April 2005, the public equity market values and associated trading multiples of cable companies have declined, which has resulted in a reduction in the M&A Advisors’ estimate of the value of the TWC Class A Common Stock. As a result of the decrease in value, the consideration available for recoveries of certain Debtors Groups has decreased materially.

The Debtors currently estimate that distributions to holders of the Olympus Parent Notes and the FPL Note will be made entirely in TWC Class A Common Stock and distributions to the holders of the FrontierVision Notes will be funded principally with TWC Class A Common Stock. These changes in consideration were necessary due to a decrease in the cash available for distribution as a result of, among other things: (a) increased claims by structurally senior creditors, including claims for “grid interest” by the holders of Bank Claims; (b) the payment of interest on the DIP and the Pre-Petition Credit Agreements from the original assumed Effective Date of March 31, 2006 to the new assumed Effective Date of July 31, 2006; (c) the cash required to fund the increase in the Gross Holdbacks & Other Adjustments (as set forth in the chart included in Section IV.A.1. of this Disclosure Statement Supplement) of $320 million from the $2,575 million set forth in Section II.A.1. of the Disclosure Statement to the $2,895 million set forth in Section IV.A.1. of this Disclosure Statement Supplement; and (d) increased administrative expenses as a result of (1) the continuation of the Chapter 11 Cases beyond the March 31, 2006 assumed Effective Date in the Disclosure Statement to the new assumed Effective Date of July 31, 2006; (2) increased costs related to contract cure costs and the indemnification of holders of Bank Claims; and (3) recharacterization of certain working capital adjustments as required by the Purchase Agreements. As a result of the foregoing factors and the reduction in the M&A Advisors’ estimate of the value of the TWC Class A Common Stock described in Section V, the estimated recovery on the Effective Date and the total estimated recovery to the Creditors of the Holding Company Debtor Group have declined as described in Section IV.A.2 and IV.A.3 of this Disclosure Statement Supplement.

The Debtors have determined to apply the cash available on the Effective Date after funding all reserves, holdbacks and other adjustments to first pay all administrative and priority claims in cash, second to pay all Bank Claims in cash, third to pay all Trade Claims in cash to the extent required by the Trade Plan Support Agreement, fourth to pay the FPL Note Distribution Reserve, the FrontierVision Holdco Dispute Holdback, the FrontierVision Notes Distribution Reserve and the Olympus Parent Dispute Holdback in cash in such relative order of priority as shall be determined by the Debtors, and finally to fund the Inter-Creditor Dispute Holdback in cash. Once all of the cash that is available on the Effective Date is exhausted, the balance of the reserves will be funded primarily with TWC Class A Common Stock and Contingent Value Vehicle interests. As a result of the realization on, or release of, the Gross Holdbacks and Other Adjustments after the Effective Date, it is likely that holders of Claims against the Holding Company Debtor Group will receive distributions after the Effective Date in cash, even though holders of structurally senior securities may have received TWC Class A Common Stock on the Effective Date. It is possible that parties in interest may object to this allocation of cash and TWC Class A Common Stock in connection with confirmation of the Plan. See the Risk Factors in Section XI. of the Disclosure Statement and Section VI. of this Disclosure Statement Supplement.

10. Other Changes

Changes to the reserve provisions of Section 9.03 of the Plan have been made to conform to other changes to the Plan.

The Plan Administrator will be required to obtain prior Bankruptcy Court approval for settlement of any Disputed Administrative Expense Claim in excess of $5 million. See Section 9.01(d) of the Plan.

The Debtors’ liability for prepetition indemnification obligation has been limited to the reimbursement of legal fees and expenses for Persons other than Excluded Individuals (and capped, for Persons other than Indemnified Persons, at $27 million). See Section 10.04(a) of the Plan. The Debtors currently are unaware of any asserted claims.

Applications for payment of an Administrative Expense Claim or Fee Claim must now be filed by ordinary course professionals. No proof of an Administrative Expense Claim must be filed by Persons (other than Excluded Individuals) for any prepetition indemnification obligations of the Debtors pursuant to any Debtor’s corporate charter and bylaws. See Section 2.01(b) of the Plan.

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The Plan Administrator is now required to vote all TWC Class A Common Stock held in the Debtor Group Reserves or holdbacks in the same proportion as all other stock held by non-affiliates of TWC is voted. See Section 11.01(d) of the Plan.

The Plan now provides that the Plan Administrator and the Distribution Companies will pay taxes with respect to income or gains realized by any reserve, fund, holdback, or escrow established in connection with the Plan by reserving either (i) cash held in such reserve, fund, holdback, or escrow or (ii) proceeds from the sale of a sufficient amount of any other assets held in such reserve, fund, holdback or escrow (other than the Transaction Escrows or any other reserves or escrows under the Purchase Agreements). See Section 9.05(a) of the Plan.

With respect to the CCC Other Unsecured Distribution Reserve, of the total amount held in the escrow accounts established pursuant to the Sellers Escrow Agreement, dated as of October 31, 2005, by and among ML Media Partners, L.P., Century Communications Corporation and The Bank of New York for the benefit of ML Media Partners, L.P. and Century Communications Corporation, an amount equal to the excess of one half of such total amount over $120 million may be credited as cash for purposes of the CCC Other Unsecured Distribution Reserve. See definition of CCC Other Unsecured Distribution Reserve.

Distributions in respect of Existing Securities Law Claims will now be made independent of the allocation of the Restitution Fund to its beneficiaries. It remains a condition to the Plan’s Effective Date that Subsidiary Notes Existing Securities Law Claims have been either fixed and Allowed or estimated under an Estimation Order in an amount not exceeding $50 million. See the relevant definitions in the Plan.

The Plan now requires that all distributions to be made from a Debtor Group Reserve consisting of both cash and TWC Class A Common Stock are to be made so as to as closely as possible provide all holders of Allowed Claims or Allowed Equity Interests in the relevant Class with the same proportion of cash and TWC Class A Common Stock. See Section 8.21 of the Plan.

Section 12.08(a) was clarified by removing former proviso (y) which created an ambiguity potentially rendering the release in 12.08(a) meaningless. The deletion of clause (y) was not intended to, and does not, alter the rights of any of the parties to the Designated Litigation.

B. THE INTER-CREDITOR DISPUTE HOLDBACK AND THE POTENTIAL SETTLEMENTS

1. Inter-Creditor Dispute Holdback

Pending the Inter-Creditor Dispute Resolution, an amount of Plan Consideration and other property distributable under the Plan sufficient to pay holders of Allowed Claims in each of the Arahova Debtor Group, the FrontierVision Holdco Debtor Group and the Olympus Parent Debtor Group in full, including post postpetition interest, less any minimum distributions on the Effective Date to each such Debtor Group ordered by the Bankruptcy Court, will be set aside in a separate holdback corresponding to each Debtor Group. Those separate holdbacks are collectively referred to as the Inter-Creditor Dispute Holdback.

The Inter-Creditor Dispute Holdback consists of the Arahova Dispute Holdback, the FrontierVision Holdco Dispute Holdback and the Olympus Parent Dispute Holdback (collectively, the “Holdbacks”). Each particular Holdback is held for the benefit of the creditors of the Debtor Group to which it relates, and may only be released to such creditors or the creditors of the Holding Company Debtor Group. The risk that distributions to creditors of a Debtor Group that is subject to the Inter-Creditor Dispute Holdback will be reduced because distributions to creditors of a Debtor Group not subject to a Holdback (“Distributed Debtor Groups”) would have been reduced had the Inter-Creditor Dispute Resolution occurred prior to the Effective Date is borne entirely by the creditors of the Holding Company Debtor Group.

Pursuant to Section 9.03 of the Plan, to the extent that the Inter-Creditor Dispute Holdback is not fully funded with Plan Consideration on the Effective Date, any Delayed Consideration will be added pro rata to the Holdbacks comprising the Inter-Creditor Dispute Holdback to replace the other property used to fund the Holdback, based on the Deemed Value of the other property used to fund the Holdbacks.

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2. Potential Settlements

In light of the length of the Resolution Process, the inability of the stakeholders to settle the Inter-Creditor Dispute and the approaching Outside Date for the Sale Transaction, on April 6, 2006, the Debtors obtained an order of the Bankruptcy Court (the “Settlement Authority Order”) authorizing the Debtors to file an amended plan of reorganization that sets forth a potential settlement of the Inter-Creditor Dispute (the “Potential Settlements”). The Potential Settlements constitute three different potential settlements: the Potential Arahova Settlement, the Potential FrontierVision Holdco Settlement, and the Potential Olympus Parent Settlement. If one or more of the Potential Settlements is accepted, the Debtor Group in question will be removed from the Inter-Creditor Dispute and its stakeholders will receive the distribution embodied in the Potential Settlement. If one or more Potential Settlements is not accepted, then the relevant Debtor Group will remain in the Inter-Creditor Dispute, with the benefit of the corresponding Holdback, pending the release of the Holdback pursuant to the ultimate Inter-Creditor Dispute Resolution. Acceptance of each Potential Settlement will be determined pursuant to section 1126 of the Bankruptcy Code.

The Potential Settlements do NOT reflect a determination of the Bankruptcy Court or the Debtors as to the likely outcome of the Inter-Creditor Dispute. Rather, the Potential Settlements reflect an economic adjustment among the parties affected by the Inter-Creditor Dispute in exchange for reduction or elimination of the risk associated with the continuation of the Inter-Creditor Dispute. Further, the authority granted by the Settlement Authority Order (i) is without prejudice to any party’s rights to the pending (or further) appeal of the Bankruptcy Court’s January 23, 2006 decision with respect to three motions filed by the Arahova Noteholders Committee (the “Arahova Decision”), (ii) is without prejudice to any party’s rights in the Resolution Process and not admissible as evidence in the Resolution Process, and (iii) shall not, nor shall any settlement proposal included in the Plan, be construed to reflect the Debtors’ or the Bankruptcy Court’s assessment of the merits of any arguments or positions in the Resolution Process.

In each case, if a Potential Settlement constitutes an Inter-Creditor Dispute Resolution, then the Existing Securities Law Claim in the relevant Debtor Group will be subordinated to principal and accrued post-petition interest from the Commencement Date to the Effective Date on the Class of Claims of the underlying securities (and all other classes of Claims pari passu with such Class).

a. The Potential Arahova Settlement

The Potential Arahova Settlement will be deemed an Inter-Creditor Dispute Resolution of the issues covered by it if it is accepted by Classes ARA-Notes, ACC-SnrNotes, ACC-Trade and ACC-Uns.

The terms of the Potential Arahova Settlement are as follows:

• a release from the $2,382 million Arahova Dispute Holdback of $1,807 million to the Arahova Debtor Group which shall be used to pay principal and interest on Classes ARA-Notes, ARA-Trade, ARA-Uns and ARA-Conv, prior to any payment on Class ARA-ESL and a release of the Arahova Holdback Amount less $1,807 million (the “Arahova Makeup Amount”), which is estimated to be $575 million, to the Holding Company Debtor Group;

• the accrual of interest on Claims underlying Contingent Value Vehicle Interests in series relating to the Arahova Debtor Group and the Holding Company Debtor Group shall continue until the date of payment of the liquidation preference of the relevant series;

• the allocation of Distributable Proceeds from the Contingent Value Vehicle after giving effect to Series RF Interests as follows:

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	(a)		(b)		(c)		(d)
Threshold	Until the CVV Interests attributable to the Arahova Debtor Group shall have been allocated the Arahova Makeup Amount of Distributable Proceeds		After the threshold in column (a) has been reached until the aggregate Distributable Proceeds allocated to the CVV Series A-1b equals $7,122 million less all distributions pursuant to Article IV of the Plan with respect to Class ACC-SnrNotes		After the threshold in column (b) has been reached until the CVV Interests attributable to the Arahova Debtor Group have been paid in full		After the threshold in column (c) has been reached

Arahova Debtor Group allocation	50	%	0	%	50	%	0	%

Holding Company Debtor Group allocation	50	%	100	%	50	%	100	%

• a release by all other Debtors of any Intercompany Claims or claims in the Inter-Creditor Dispute against the Arahova Debtor Group except for Retained Claims and by the Arahova Debtor Group of all Intercompany Claims or claims in the Inter-Creditor Dispute against all other Debtors; provided that such mutual releases will only apply to the FrontierVision Holdco Debtors and the Olympus Parent Debtors to the extent that the Potential FrontierVision Holdco Settlement and the Potential Olympus Parent Settlement are accepted;

• a waiver of the Arahova Debtor Group of its rights to seek other, further or a different rate of postpetition interest on claims as provided for in Section 8.14 of the Plan;

• a waiver by the Arahova Debtor Group of its right to receive Delayed Consideration; and

• a waiver by the Arahova Debtor Group of its right to “clawback” value previously transferred to the ACC Ops Debtor Group in order to fully fund the Arahova Debtor Group Reserves.

If the Potential Arahova Settlement becomes an Inter-Creditor Dispute Resolution, then the interest of the Arahova Debtor Group in the Contingent Value Vehicle will not be subject to dilution as a result of the Inter-Creditor Dispute with respect to any other Debtor Group.

b. The Potential FrontierVision Holdco Settlement

The Potential FrontierVision Holdco Settlement will be deemed an Inter-Creditor Dispute Resolution of the issues covered by it if it is accepted by Classes FVHC-Notes, ACC-SnrNotes, ACC-Trade and ACC-Uns and the Potential Arahova Settlement is approved.

The terms of the settlement consist of: (i) a release from the $505 million FrontierVision Holdco Dispute Holdback of $445 million to the FrontierVision Holdco Debtor Group which shall be used to pay principal and interest on Classes FVHC-Notes, FVHC-Trade, FVHC-Uns and FVHC-Conv, prior to any payment on Class FVHC-ESL and a release of the FrontierVision Holdco Holdback Amount less $445 million, which is estimated to be $60 million, to the Holding

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Company Debtor Group; (ii) a release by all other Debtors of any Intercompany Claims or claims in the Inter-Creditor Dispute against the FrontierVision Holdco Debtor Group except for Retained Claims and by the FrontierVision Holdco Debtor Group of all Intercompany Claims or claims in the Inter-Creditor Dispute against all other Debtors; provided that such mutual releases will only apply to the Olympus Parent Debtors to the extent that the Potential Olympus Parent Settlement is accepted; (iii) a waiver of the FrontierVision Holdco Debtor Group of its rights to seek other, further or a different rate of postpetition interest on claims as provided for in Section 8.14 of the Plan; (iv) a waiver by the FrontierVision Holdco Debtor Group of its right to receive Delayed Consideration; and (v) a waiver by the FrontierVision Holdco Debtor Group of its right to “clawback” value previously transferred to the Adelphia GP Holdings Debtor Group in order to fully fund the FrontierVision Holdco Debtor Group Reserves.

c. The Potential Olympus Parent Settlement

The Potential Olympus Parent Settlement will be deemed to be an Inter-Creditor Dispute Resolution for purposes of the Plan if it is accepted by Classes OLYParent-Notes, ACC-SnrNotes, ACC-Trade and ACC-Uns; provided, however, that the parties’ rights regarding the issue of whether such votes on the Potential Olympus Parent Settlement should be counted for purposes of determining acceptance of the Potential Olympus Parent Settlement shall be fully preserved and subject to further order of the Bankruptcy Court.

The terms of the settlement consist of: (i) a release from the $306 million Olympus Parent Dispute Holdback of $306 million to the Olympus Parent Debtor Group which shall be used to pay principal and interest on Classes OLYParent-Notes, OLYParent-Trade, OLYParent -Uns and OLYParent -Conv, prior to any payment on Class OLYParent -ESL; (ii) a release by all other Debtors of any Intercompany Claims or claims in the Inter-Creditor Dispute against the Olympus Parent Debtor Group except for Retained Claims and by the Olympus Parent Debtor Group of all Intercompany Claims or claims in the Inter-Creditor Dispute against all other Debtors; provided that such mutual releases will only apply to the FrontierVision Holdco Debtors and the Arahova Debtors to the extent that the Potential FrontierVision Holdco Settlement and the Potential Arahova Settlement are accepted; (iii) a waiver of the Olympus Parent Debtor Group of its rights to seek other, further or different rate of postpetition interest on claims as provided for in Section 8.14 of the Plan; (iv) a waiver by the Olympus Parent Debtor Group of its right to receive Delayed Consideration; and (v) a waiver by the Olympus Parent Debtor Group of its right to “clawback” value previously transferred to the ACC Ops Debtor Group in order to fully fund the Olympus Parent Debtor Group Reserves.

d. Voting for Classes of Claims Affected by the Potential Settlements

The Classes of Claims that have the right to vote on the Potential Settlements will be permitted to accept certain of the Potential Settlements and/or the Inter-Creditor Dispute Holdback.

(1) Class ARA-Notes

The holders of Claims in Class ARA-Notes will be entitled to vote on the Plan and will be presented with ballots that permit such holders to elect to accept or reject alternative treatment provisions that involve (a) a Potential Arahova Settlement and/or (b) an Arahova Dispute Holdback.

• Upon an acceptance of the Potential Arahova Settlement by the requisite majorities of holders of Claims in (x) Class ARA-Notes and (y) Classes ACC-SnrNotes, ACC-Trade and ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential Arahova Settlement.

• In the event the Potential Arahova Settlement is (x) accepted by the requisite majorities of holders of Claims in Classes ARA-Notes and ACC SnrNotes and (y) not accepted by the requisite majorities of holders of Claims in Classes ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential Arahova Settlement pursuant to section 1129(b) of the Bankruptcy Code. In the event the Potential Arahova Settlement is (x) accepted by the requisite majorities of holders of Claims in (1) Class ARA-Notes and (2) Class ACC-Trade and/or ACC-Uns, and (y) not accepted by the requisite majorities of holders of Claims in Class ACC-SnrNotes, only upon further

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order of the Bankruptcy Court following notice and a hearing on a motion of a party in interest, the Debtors may seek to confirm the Plan incorporating the Potential Arahova Settlement pursuant to section 1129(b) of the Bankruptcy Code.

• In the event the Potential Arahova Settlement is not accepted by the requisite majorities of holders of Claims in Class ARA-Notes, only upon further order of the Bankruptcy Court following notice and a hearing on a motion of a party in interest, the Debtors may seek to confirm the Plan incorporating the Potential Arahova Settlement pursuant to section 1129(b) of the Bankruptcy Code.

• In the event the Potential Arahova Settlement is not accepted by the requisite majorities of holders of Claims in (x) Class ARA-Notes or (y) Classes ACC-SnrNotes, ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan with the Arahova Dispute Holdback. To the extent the holders of such Claims in such Classes do not accept the Inter-Creditor Dispute Holdback, the Debtors may seek to confirm the Plan incorporating the Inter-Creditor Dispute Holdback pursuant to section 1129(b) of the Bankruptcy Code.

(2) Class FVHC-Notes

The holders of Claims in Class FVHC-Notes will be entitled to vote on the Plan and will be presented with ballots that permit such holders to elect to accept or reject alternative treatment provisions that involve either (a) a Potential FrontierVision Holdco Settlement or (b) a FrontierVision Dispute Holdback.

• Upon acceptance of the (i) Potential FrontierVision Holdco Settlement by the requisite majorities of holders of Claims in (x) Class FVHC–Notes and (y) ACC-SnrNotes, ACC-Trade and ACC-Uns and (ii) Potential Arahova Settlement by the requisite majorities of holders of Claims in (x) Class ARA-Notes and (y) Classes ACC-SnrNotes, ACC-Trade and ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential FrontierVision Holdco Settlement.

• In the event the Potential Arahova Settlement is accepted by the requisite majorities set forth above and the Potential FrontierVision Holdco Settlement is (x) accepted by the requisite majorities of holders of Claims in Classes FVHC–Notes and ACC SnrNotes and (y) not accepted by the requisite majorities of holders of Claims in Classes ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential FrontierVision Settlement pursuant to section 1129(b) of the Bankruptcy Code. In the event the Potential Arahova Settlement is accepted by the requisite majorities set forth above and the Potential FrontierVision Settlement is (x) accepted by the requisite majorities of holders of Claims in (1) Class FVHC-Notes and (2) Class ACC-Trade and/or Class ACC-Uns, and (y) not accepted by the requisite majorities of holders of Claims in Classes ACC-SnrNotes, only upon further order of the Bankruptcy Court following notice and a hearing on a motion of a party in interest, the Debtors may seek to confirm the Plan incorporating the Potential FrontierVision Settlement pursuant to section 1129(b) of the Bankruptcy Code.

• In the event the Potential Arahova Settlement is accepted by the requisite majorities set forth above and the Potential FrontierVision Holdco Settlement is not accepted by the requisite majorities of holders of Claims in Class FVHC-Notes, upon further order of the Bankruptcy Court following notice and a hearing on a motion of a party in interest, the Debtors may seek to confirm the Plan incorporating the Potential FrontierVision Holdco Settlement pursuant to section 1129(b) of the Bankruptcy Code.

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accepted by the requisite majorities of holders of Claims in (x) Class ARA-Notes or (y) Classes ACC-SnrNotes, ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Inter-Creditor Dispute Holdback with respect to such creditors. To the extent the requisite majorities of the holders of such Claims in such Classes do not accept the Inter-Creditor Dispute Holdback, the Debtors may seek to confirm the Plan incorporating the Inter-Creditor Dispute Holdback pursuant to section 1129(b) of the Bankruptcy Code.

(3) Class OLYParent-Notes

The holders of Claims in Class OLYParent-Notes will be entitled to vote on the Plan and will be presented with ballots that permit such holders to elect to accept or reject alternative treatment provisions that involve (a) a Potential Olympus Parent Settlement and/or (b) an Olympus Parent Dispute Holdback.

• Upon an acceptance of the Potential Olympus Settlement by the requisite majorities of holders of Claims in (x) Class OLYParent-Notes and (y) Classes ACC-SnrNotes, ACC-Trade and ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential Olympus Settlement; provided, however, that the parties’ rights regarding the issue of whether the votes of Classes ACC-SnrNotes, ACC-Trade and ACC-Uns on the Potential Olympus Parent Settlement should be counted for purposes of determining acceptance of the Potential Olympus Parent Settlement shall be fully preserved and subject to further order of the Bankruptcy Court.

• In the event the Potential Olympus Settlement is (x) accepted by the requisite majorities of holders of Claims in Classes OLYParent-Notes and ACC-SnrNotes and (y) not accepted by the requisite majorities of holders of Claims in Classes ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential Olympus Settlement pursuant to section 1129(b) of the Bankruptcy Code; provided, however, that the parties’ rights regarding the issue of whether the votes of Classes ACC-SnrNotes, ACC-Trade and ACC-Uns on the Potential Olympus Parent Settlement should be counted for purposes of determining acceptance of the Potential Olympus Parent Settlement shall be fully preserved and subject to further order of the Bankruptcy Court. In the event the Potential Olympus Settlement is (x) accepted by the requisite majorities of holders of Claims in (1) Class OLYParent-Notes and (2) Class ACC-Trade and/or ACC-Uns, and (y) not accepted by the requisite majorities of holders of Claims in Class ACC-SnrNotes, only upon further order of the Bankruptcy Court following notice and a hearing on a motion of a party in interest, the Debtors may seek to confirm the Plan incorporating the Potential Olympus Settlement pursuant to section 1129(b) of the Bankruptcy Code; provided, however, that the parties’ rights regarding the issue of whether the votes of Classes ACC-SnrNotes, ACC-Trade and ACC-Uns on the Potential Olympus Parent Settlement should be counted for purposes of determining acceptance of the Potential Olympus Parent Settlement shall be fully preserved and subject to further order of the Bankruptcy Court.

• In the event the Potential Olympus Settlement is not accepted by the requisite majorities of holders of Claims in Class OLYParent-Notes, only upon further order of the Bankruptcy Court following notice and a hearing on a motion of a party in interest, the Debtors may seek to confirm the Plan incorporating the Potential Olympus Settlement pursuant to section 1129(b) of the Bankruptcy Code.

• In the event the Potential Olympus Settlement is not accepted by the requisite majorities of holders of Claims in (x) Class OLYParent-Notes or (y) Classes ACC-SnrNotes, ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Inter-Creditor Dispute Holdback with respect to holders of Claims in Class OLYParent-Notes. To the extent the holders of such Claims in Classes OLYParent-Notes, ACC-SnrNotes, ACC-Trade and ACC-Uns do not accept the Inter-Creditor Dispute Holdback,

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the Debtors may seek to confirm the Plan incorporating the Inter-Creditor Dispute Holdback pursuant to section 1129(b) of the Bankruptcy Code.

(4) Classes ACC-SnrNotes, ACC-Trade and ACC-Uns

The holders of Claims in Classes ACC-SnrNotes, ACC-Trade and ACC-Uns will be entitled to vote on the Plan and will be presented with ballots that permit such holders to elect to accept or reject alternative treatment provisions that involve (a) a Potential Arahova Settlement, (b) a Potential FrontierVision Holdco Settlement and/or (c) an Inter-Creditor Dispute Holdback.

• Upon an acceptance of the Potential Arahova Settlement by the requisite majorities of holders of Claims in (x) Class ARA-Notes and (y) Classes ACC-SnrNotes, ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential Arahova Settlement.

• In the event the Potential Arahova Settlement is (x) accepted by the requisite majorities of holders of Claims in Classes ARA-Notes and ACC SnrNotes and (y) not accepted by the requisite majorities of holders of Claims in Classes ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential Arahova Settlement pursuant to section 1129(b) of the Bankruptcy Code. In the event the Potential Arahova Settlement is (x) accepted by the requisite majorities of holders of Claims in (1) Class ARA-Notes and (2) Class ACC-Trade or Class ACC-Uns, and (y) not accepted by the requisite majorities of holders of Claims in Class ACC-SnrNotes, upon further order of the Bankruptcy Court following notice and a hearing on a motion of a party in interest, the Debtors may seek to confirm the Plan incorporating the Potential Arahova Settlement pursuant to section 1129(b) of the Bankruptcy Code.

• In the event the Potential Arahova Settlement is not accepted by the requisite majorities of holders of Claims in (x) Class ARA-Notes or (y) Classes ACC-SnrNotes, ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan with the Inter-Creditor Dispute Holdback. To the extent the holders of such Claims in such Classes do not accept the Inter-Creditor Dispute Holdback, the Debtors may seek to confirm the Plan incorporating the Inter-Creditor Dispute Holdback pursuant to section 1129(b) of the Bankruptcy Code.

• In the event the Potential Arahova Settlement is accepted by the requisite majorities set forth above and the FrontierVision Holdco Settlement is (x) accepted by the requisite majorities of holders of Claims in Classes FVHC–Notes and ACC SnrNotes and (y) not accepted by the requisite majorities of holders of Claims in Classes ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential FrontierVision Settlement pursuant to section 1129(b) of the Bankruptcy Code. In the event the Potential Arahova Settlement is accepted by the requisite majorities set forth above and the Potential FrontierVision Settlement is (x) accepted by the requisite majorities of holders of Claims in (1) Class FVHC-Notes and (2) Class ACC-Trade or Class ACC-Uns, and (y) not accepted by the requisite majorities of holders of Claims in Classes ACC-SnrNotes, only upon further order of the Bankruptcy Court following notice and a hearing on a motion of a party in interest, the Debtors may seek to confirm the Plan incorporating the Potential FrontierVision Settlement pursuant to section 1129(b) of the Bankruptcy Code.

DSS-33

• In the event the (i) Potential FrontierVision Holdco Settlement is not accepted by the requisite majorities of holders of Claims in (x) Class FVHC-Notes or (y) Classes ACC-SnrNotes, ACC-Trade and/or ACC-Uns and (ii) Potential Arahova Settlement is accepted by the requisite majorities of holders of Claims in (x) Class ARA-Notes or (y) Classes ACC-SnrNotes, ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential Arahova Settlement and the Inter-Creditor Dispute Holdback with respect to holders of Claims in Class FVHC-Notes.

• In the event the Potential Olympus Settlement is (x) accepted by the requisite majorities of holders of Claims in Classes OLYParent-Notes and ACC-SnrNotes and (y) not accepted by the requisite majorities of holders of Claims in Classes ACC-Trade and/or ACC-Uns, the Debtors may seek to confirm the Plan incorporating the Potential Olympus Settlement pursuant to section 1129(b) of the Bankruptcy Code; provided, however, that the parties’ rights regarding the issue of whether the votes of Classes ACC-SnrNotes, ACC-Trade and ACC-Uns on the Potential Olympus Parent Settlement should be counted for purposes of determining acceptance of the Potential Olympus Parent Settlement shall be fully preserved and subject to further order of the Bankruptcy Court. In the event the Potential Olympus Settlement is (x) accepted by the requisite majorities of holders of Claims in (1) Class OLYParent-Notes and (2) Class ACC-Trade and/or ACC-Uns, and (y) not accepted by the requisite majorities of holders of Claims in Class ACC-SnrNotes, only upon further order of the Court following notice and a hearing on a motion of a party in interest, the Debtors may seek to confirm the Plan incorporating the Potential Olympus Settlement pursuant to section 1129(b) of the Bankruptcy Code; provided, however, that the parties’ rights regarding the issue of whether the votes of Classes ACC-SnrNotes, ACC-Trade and ACC-Uns on the Potential Olympus Parent Settlement should be counted for purposes of determining acceptance of the Potential Olympus Parent Settlement shall be fully preserved and subject to further order of the Bankruptcy Court.

DSS-34

IV. SUMMARY OF RECOVERIES

A. PLAN OF REORGANIZATION

1. Distributable Value

Although the Plan consists of 20 separate Debtor Groups, the Plan governs the treatment of each of the jointly administered Debtors. The following chart sets forth for each Debtor Group the portion of the consideration from the Sale Transaction allocated to such Debtor Group for purposes of the Plan (assuming the sale of certain cable systems formerly owned by certain members of the John J. Rigas family that were forfeited to the U.S. Government and were transferred to the Debtors on March 29, 2006 (the “MCE Systems”)) based on the Operating Cash Flow (“OCF”) for the twelve months ended December 31, 2005. Such allocation is not for purposes of, and is without prejudice to the rights of parties in, the Inter-Creditor Dispute. The chart also includes the Debtors’ estimate of the value of the cash and escrowed proceeds from the sale of Century/ML Cable Venture to be held by each Debtor Group as of the Effective Date. The chart does not give effect to the value of Intercompany Claims held by each Debtor Group or the “distribution” of residual value from solvent Debtor Groups to the Debtor Groups that own them, as such value and the amount of such distribution are dependant upon the treatment of Intercompany Claims and the consolidation structure. These issues, among others, are elements of the pending Inter-Creditor Dispute which is described in Section IV.D.1 of the Disclosure Statement and Section I.D. of this Disclosure Statement Supplement. In addition, the chart does not give effect to the resolution of other issues including the payment of postpetition interest.

The chart employs only one of many possible methodologies to allocate the proceeds of the Sale Transaction and is not intended to reflect the views of parties in interest in the Resolution Process (as further described in Section I.D. herein and Section IV.D.1 of the Disclosure Statement). The chart also sets forth by Debtor Group the Debtors’ estimate of the total escrows, reserves, holdbacks and postpetition value transfers attributable to each Debtor Group as of the Effective Date and the resulting value available for distribution to holders of Claims against, and Equity Interests in, such Debtor Groups as of the Effective Date. The chart also sets forth the net amount of such deductions after giving effect to the Debtors’ estimate of the releases of such escrows, reserves and holdbacks and the resulting value available for distribution to holders of Claims against, and Equity Interests in, such Debtor Groups.

The chart also lists by Debtor Group the Debtors’ estimate of the likely amount of Allowed Claims, with and without postpetition interest. Such listing of Claims does not include Intercompany Claims.

The allocations and estimates set forth in the chart are based on a large number of assumptions and judgments both factual and legal and are subject to the Inter-Creditor Dispute described in Section IV.D.1.b of the Disclosure Statement and the risk factors described in the Disclosure Statement and this Disclosure Statement Supplement.

DSS-35

Allocation to Debtor Groups:

	Valuation Metrics and Hypothetical Valuations by Debtor Group, Including MCE Value
($ in millions)						Hypothetical Valuation																					Estimate of		Estimate of
	Valuation Metrics					Allocated			System Cash and Century/ML			Gross Holdbacks & Other			Est. Distributable Value on Effective			Assumed			Net Holdbacks & Other			Est. Total Distributable			Allowed Claims (Excluding Postpetition		Allowed Claims (Including Postpetition
Debtor Group	Subscribers(a)		OCF (b)			Consideration (c)			Escrow			Adj.(d)			Date(e)			Releases			Adj. (d)			Value (e)			Interest)		Interest) (f)

*FrontierVision*	0.643		$	121		$	1,590		$	0		$	(109	)	$	1,481		$	93		$	(16	)	$	1,574		$	1,229	$	1,363
*Frontier Vision Holdco (g)*	0.000		0			0			0			(0		)	(0		)	0			0			0			342		507
*Adelphia GP Holdings*	0.000		0			0			0			0			0			0			0			0			0		0
*Parnassos (h)*	0.272	(h)	99		(h)	1,560		(i)	159		(h)	(176		)	1,542			112			(64		)	1,655			758		769
*Century-TCI (h)*	0.485	(h)	134		(h)	2,067		(i)	0		(h)	(265		)	1,802			170			(96		)	1,972			1,545		1,586
*Century (j)*	1.020		276			3,645			2			(77		)	3,569			168			90			3,737			3,398		3,437
*CCHC (k)*	0.000		0			0			0			(115		)	(115		)	55			(60		)	(60		)	18		18
*CCC (l)*	0.046		13			177			262		(m)	(276		)(m)	163		(m)	220		(m)	(55		)(m)	383		(m)	128		137
*Arahova (n)*	0.000		0			0			0			(25		)	(25		)	14			(11		)	(11		)	1,798		2,436
*Olympus*	1.212		334			4,403			101			(253		)	4,251			233			(19		)	4,485			1,772		1,820
*UCA*	0.648		171			2,258			56			(159		)	2,156			122			(36		)	2,278			1,139		1,178
*Ft. Myers Subsidiary*	0.037		10			131			0			10			121			5			(5		)	126			7		7
*Ft. Myers (o)*	0.000		0			0			0			(0		)	(0		)	0			(0		)	(0		)	128		160
Olympus Parent (p)	0.000		0			0			0			0			0			0			0			0			214		307
*Rigas/Century Co-Borrowing*	0.120		41			543			0			(181		)	362			22			(159		)	384			183		184
*Rigas/Olympus Co-Borrowing*	0.043		15			201			0			(21		)	180			17			(4		)	197			13		13
*Rigas/UCA Co-Borrowing*	0.057		17			220			0			(11		)	209			6			(5		)	215			15		15
Funding Company (q)	0.000		0			0			0			(3		)	(3		)	3			(0		)	(0		)	716		729
*ACC Ops (r)*	0.000		7			89			0			(6		)	83			5			(1		)	88			40		48
Holding Company (s)	0.000		0			0			97			(1,208		)	(1,111		)	383			(825		)	(728		)	7,044		9,473
*Total*	4.583		$	1,239		$	16,883		$	677		$	(2,895	)	$	14,665		$	1,629		$	(1,266	)	$	16,294		$	20,486	$	24,186

DSS-36

(a) Estimate as of December 2005; subscribers are calculated using the Company/Comcast Methodology described in the Introductory Note to this Disclosure Statement Supplement and do not necessarily correspond to Eligible Basic Subscribers as defined in the Purchase Agreements.

(b) OCF is Operating Cash Flow, defined as Operating Income (loss) excluding Investigation, re-audit and sale transaction costs, Depreciation and Amortization, Provision for uncollectible amounts due from the Rigas Family and Rigas Family Entities and Impairment of long-lived assets, for the latest twelve months ending December 31, 2005. Figures are unaudited and do not conform to GAAP. OCF shown excludes (i) the proportionate OCF of Century-TCI and Parnassos not owned by the Debtors, and (ii) the OCF attributable to the entities not being purchased by Comcast and Time Warner. The Debtors’ definition of operating cash flow may differ from similar measurements used by other public companies, including other public companies with which the Debtors compete. The Debtors believe that operating cash flow provides a useful means of evaluating their operational strength. However, operating cash flow is not intended to replace or supersede any information presented in accordance with GAAP. See Exhibit S to this Disclosure Statement Supplement for a reconciliation of OCF to GAAP financial measures.

(c) Allocated Consideration is determined by taking the total consideration from the Sale Transaction, subtracting the “Buyer Discharge Amount” related to each of the joint ventures with Comcast (see footnote i below), and subtracting the consideration for the entities to remain with the Rigas Family. That result is then divided by the total Adelphia OCF less the proportionate OCF of Century-TCI and Parnassos not owned by the Debtors. This calculation results in a blended OCF multiple of 13.2x, which is then applied to the OCF for each Debtor Group (proportionate OCF for Century-TCI and Parnassos). The Buyer Discharge Amount is then added back to the relevant joint venture Debtor Groups. The allocation of consideration from the Sale Transaction is an element of the Inter-Creditor Dispute. The value of the Allocated Consideration is determined by utilizing the Debtors’ estimate Deemed Value of the TWC Class A Common Stock, as set forth in Section V of this Disclosure Statement Supplement, which may be greater than or less than the fair market value of such securities.

(d) Includes estimates of (i) funding of the Reserved Cash, Litigation Funds, Prepetition Tax Reserves and Postpetition Tax Reserves; (ii) escrowed proceeds from the sale of the Century/ML Joint Venture; (iii) the escrow and other expected reserve requirements from the Sale Transaction; (iv) the Net Liability, capital and Subscriber Adjustments included in the Purchase Agreements; (v) potential collateral holdbacks; (vi) claim reserves; and (vii) grid interest reserve. Also reflects inter-Debtor Group value movements due to postpetition Intercompany Claims approved by the Bankruptcy Court pursuant to a Stipulation and Agreed Order, entered by the Bankruptcy Court on April 2, 2004 (Docket No. 4396) and the allocation of certain postpetition costs.

(e) Does not include any residual value from owned Debtor Groups.

(f) Calculated pursuant to Section 8.14 of the Plan.

(g) Plus the residual value of the FrontierVision Debtor Group.

(h) Subscribers, OCF and System Cash at Century-TCI and Parnassos reflect Adelphia’s proportionate ownership in each Debtor Group (75% and 67%, respectively).

(i) Century-TCI and Parnassos hypothetical valuation under each methodology includes the minimum Buyer Discharge Amounts permitted under the Purchase Agreements of $297 and $252, respectively.

(j) Plus the residual value of (i) those entities within the Olympus Debtor Group that are designated on Schedule E of the Plan as “PDG: Century Debtor Group,” and (ii) those entities within the UCA Debtor Group that are designated on Schedule F of the Plan as “PDG: Century Debtor Group.”

(k) Plus the residual value of (i) the Century Debtor Group and (ii) the Century-TCI Debtor Group.

(l) Plus the residual value of the CCHC Debtor Group.

(m) Includes gross value, holdback, and release related to Century/ML Joint Venture.

(n) Plus the residual value of the CCC Debtor Group.

(o) Plus the residual value of the Ft. Myers Subsidiary Debtor Group. Holders of the FPL Note also will receive up to one-third of the residual equity of the Olympus Parent Debtor Group.

(p) Plus the residual value of (i) the Ft. Myers Debtor Group, (ii) the Olympus Debtor Group (other than those entities within the Olympus Debtor Group that are designated on Schedule E of the Plan as “PDG: Century Debtor Group”), and (iii) the UCA Debtor Group (other than those entities within the UCA Debtor Group that are designated on Schedule F of the Plan as “PDG: Century Debtor Group”).

(q) Plus the residual value of (i) the Rigas/Century Co-Borrowing Debtor Group; (ii) the Rigas/Olympus Co-Borrowing Debtor Group; and (iii) the Rigas/UCA Co-Borrowing Debtor Group.

(r) Plus the residual value of (i) the Arahova Debtor Group; (ii) the FrontierVision Holdco Debtor Group; (iii) the Funding Company Debtor Group; (iv) the Olympus Parent Debtor Group; and (v) the Parnassos Debtor Group.

(s) Plus the residual value of the ACC Ops Debtor Group.

DSS-37

Important Note on Value of TWC Class A Common Stock

The recoveries to holders of Claims and Equity Interests in this Disclosure Statement Supplement are computed based on an estimated aggregate value of the shares of TWC Class A Common Stock to be issued in the TW Adelphia Acquisition of $4.25 billion. Such valuation represents the midpoint of the range of estimated equity values of $3.825 billion to $4.675 billion, as of March 17, 2006, for 16% of the equity securities of TWC after giving effect to the Sale Transaction and the TWC/Comcast Transactions, a range that was arrived at and provided to the Company by UBS Securities LLC (“UBS”) and Allen & Company LLC (“Allen,” and together with UBS, the “M&A Advisors”) on March 20, 2006 at the request of the Company for purposes of this Disclosure Statement Supplement. This midpoint represents an approximately 14% decrease from the midpoint of the range of estimated equity values for 16% of TWC after giving effect to the Sale Transaction and the TWC/Comcast Transactions as of April 5, 2005, which was arrived at and provided to the Company by the M&A Advisors on April 12, 2005 at the request of the Company for purposes of the TW Purchase Agreement and the Disclosure Statement. Such valuation is based on the review and analyses, as of March 17, 2006, described under Section V of this Disclosure Statement Supplement, titled “Updated Valuation of TWC Equity,” and is subject to the assumptions, limitations and qualifications described therein, including that it did not take into consideration that the percentage of equity in TWC to be distributed to such holders is subject to the TWC Equity Securities Exceptions. Such estimated equity value of TWC after giving effect to the Sale Transaction and the TWC/Comcast Transactions is inherently subject to substantial uncertainty and is not necessarily indicative of actual equity value of TWC after giving effect to the Sale Transaction and the TWC/Comcast Transactions, or the prices at which shares of TWC Class A Common Stock may trade at any time, which may be significantly higher or lower than the estimate contained in this section. See the risk factors in Section XI.D of the Disclosure Statement, titled “Risk Factors Relating to the Value of TWC Class A Common Stock,” and Section VI of this Disclosure Statement Supplement, titled “Additional Risk Factors.” The value of the shares of TWC Class A Common Stock for purposes of distributions under the Plan will be determined by the Bankruptcy Court and could differ materially from the foregoing estimate.

2. Estimated Recoveries

Under the terms of the Plan:

• Holders of Allowed Claims in the following fifteen Debtor Groups will receive payment in full on the Effective Date of the Plan: ACC Ops, CCC, CCHC, Century, Century-TCI, FrontierVision, Ft. Myers, Ft. Myers Subsidiary, Funding Company, Olympus, Parnassos, Rigas/Century Co-Borrowing, Rigas/Olympus Co-Borrowing, Rigas/UCA Co-Borrowing, and UCA.

• An amount sufficient to pay the holders of Claims expected to be Allowed in the Arahova Debtor Group in full, including postpetition interest to the Effective Date, will be placed in the Arahova Dispute Holdback, pending resolution of the Inter-Creditor Dispute. To the extent ordered by the Bankruptcy Court or contained in an agreement approved by the Bankruptcy Court, the creditors of the Arahova Debtor Group will receive a minimum distribution on the Effective Date of the Plan.

• An amount sufficient to pay the holders of Claims expected to be Allowed in the FrontierVision Holdco Debtor Group in full, including postpetition interest to the Effective Date, will be placed in the FrontierVision Holdco Dispute Holdback, pending resolution of the Inter-Creditor Dispute. To the extent ordered by the Bankruptcy Court or contained in an agreement approved by the Bankruptcy Court, the holders of Allowed Claims in the FrontierVision Holdco Debtor Group will receive a minimum distribution on the Effective Date of the Plan.

• An amount sufficient to pay the holders of Claims expected to be Allowed in the Olympus Parent Debtor Group in full, including postpetition interest to the Effective Date, will be placed in the Olympus Parent Dispute Holdback, pending resolution of the Inter-Creditor Dispute. To the extent ordered by the

DSS-38

Bankruptcy Court or contained in an agreement approved by the Bankruptcy Court, the creditors of the Olympus Parent Debtor Group will receive a minimum distribution on the Effective Date of the Plan.

• The Debtors do not believe that there are any third-party Claims against the Adelphia GP Holdings Debtor Group.

• Holders of Allowed Claims in the Holding Company Debtor Group will receive the balance of the distributable proceeds, if any, on the Effective Date of the Plan.

Creditors not paid in full on the Effective Date of the Plan may have the right to share in released escrows, reserves and holdbacks and to share in the proceeds of certain litigation transferred to the Contingent Value Vehicle.

The following table briefly summarizes the classification and treatment of Claims and Equity Interests under the Plan as well as the treatment as set forth in the November Plan. The summary also identifies the Classes that are entitled to vote on the Plan under the Bankruptcy Code. This summary is qualified in its entirety by reference to the Plan, the Plan Supplement and the exhibits attached hereto and thereto and the agreements and documents described herein and therein.

DSS-39

Important Note on Estimates

The estimates in the tables and summaries in this Disclosure Statement Supplement may differ materially from actual distributions under the Plan. These differences may be due to a number of factors, including:

• whether the Comcast Adelphia Acquisition is consummated or the Expanded Transaction with TW NY is consummated;

• the value of the shares of TWC Class A Common Stock to be received in the Sale Transaction, which shares may have a trading value and/or the Deemed Value ascribed by the Bankruptcy Court greater or less than the estimated value given to such shares for purposes of the estimates in this Disclosure Statement Supplement (as described in “Important Note on Value of TWC Class A Common Stock” above) and which shares could change in value based on a large number of factors, many of which are outside the control of the Debtors or TWC;

• the magnitude of any purchase price adjustments under the Purchase Agreements;

• the ability of the Debtors (1) to perform the settlement agreements with the DOJ and the SEC and (2) to timely sell the MCE Systems in the Sale Transaction;

• the resolution through compromise or judicial determination of disputes among different stakeholders, including:

• the Inter-Creditor Dispute, which principally affects the recoveries of the stakeholders of the Arahova Debtor Group, the FrontierVision Holdco Debtor Group, the Olympus Parent Debtor Group and the Holding Company Debtor Group; and

• the entitlement to, and calculation of, postpetition interest;

• the asserted or estimated amounts of Allowed Claims and Equity Interests, the existence and ultimate resolution of Disputed Claims and Equity Interests, and the allocations of Plan Consideration to the Debtor Group Reserves established for the benefit of claimants;

• the timing of distributions from the Debtor Group Reserves;

• the timing of releases, if any, from any other reserves, escrows and holdbacks;

• the timing of the Debtors’ emergence from bankruptcy; and

• whether the Debtors’ motion to approve a settlement with Comcast regarding the allocation of certain administrative expense claims (the “Comcast Allocation Motion”) is approved and implemented in accordance with its terms. The determination of the Comcast Allocation Motion could result in shifts of allocation of certain administrative priority costs (and, thus, ultimately distributable value) among Debtor Groups.

Statements regarding projected amounts of Allowed Claims or Equity Interests or distributions (or the value of such distributions) are estimates by the Debtors based on current information and are not representations or commitments as to the accuracy of these amounts. See Section XI of the Disclosure Statement, titled “Risk Factors,” and Section VI of this Disclosure Statement Supplement, titled “Additional Risk Factors,” for a discussion of factors that may affect the value of recoveries under the Plan.

All statements regarding entitlement of a Class to postpetition interest are subject to the limitations of applicable bankruptcy law and the value of the applicable Debtor Group being sufficient to support the payment of such postpetition interest.

DSS-40

IMPORTANT NOTE ON DISTRIBUTIONS TO CLASSES AFFECTED BY DELAYED SALE OF MCE SYSTEMS

If the Debtors are not able to consummate the sale of all of the MCE Systems to be sold to TW NY and Comcast under the Purchase Agreements on the Effective Date, then:

• distributions to holders of Notes, Trade and Other Unsecured Claims at Debtor Groups may be comprised of less cash and a greater proportion of TWC Class A Common Stock, and

• initial distributions, if any, to creditors of the Holding Company Debtor Group will be reduced and possibly eliminated.

Sale of such MCE Systems is not a condition to the Sale Transaction Closing and such sale could occur after the Effective Date or not at all.

IMPORTANT NOTE ON THE EFFECT OF THE EXPANDED TRANSACTION

If the Comcast Adelphia Acquisition does not occur and the Expanded Transaction is consummated, the form and value of Plan Consideration distributed with respect to Claims under the Plan could materially differ from that distributed if the Comcast Adelphia Acquisition were to occur.

It is currently anticipated that the Comcast Adelphia Acquisition and the other components of the Sale Transaction and the TWC/Comcast Transactions will be consummated. However, such transactions are each subject to various closing conditions, and, as a result, there can be no assurance that all of them will occur or will occur as contemplated by the parties and summarized in the Disclosure Statement. If the Comcast Adelphia Acquisition is terminated and the Expanded Transaction is consummated, subject to the requirement that the Comcast Joint Venture Partners pay the Comcast Discharge Amount in cash, TWC will determine the extent to which the additional purchase price payable by it with respect to the additional cable systems it acquires consists of cash and/or shares of TWC Class A Common Stock. Because the form of distributions provided for under the Plan is based on the assumption that the Debtors will receive cash in connection with the Comcast Adelphia Acquisition and cash and shares of TWC Class A Common Stock in the TW Adelphia Acquisition, if the Expanded Transaction is consummated, distributions under the Plan with respect to certain Classes of Claims may be in the form of shares of TWC Class A Common Stock instead of cash. Because the Debtors will not control the determination of such allocation, they can provide no assurance as to which Classes of Claims would be affected if the Expanded Transaction is consummated and the additional purchase price payable by TW NY in connection therewith is not paid entirely in cash.

DSS-41

SUMMARY OF CLASSIFICATION AND TREATMENT
OF CLAIMS AND EQUITY INTERESTS UNDER THE PLAN

					November Plan					Plan
Class	Type of Claim or Equity Interest	Estimated Total Claims			Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Voting Status
		(in millions)

N/A	Administrative Expense Claims(2)	$	1,182	(3)	Payment in full in cash on the later of: • the Effective Date, • the date such Claim is Allowed, or • pursuant to the terms of the Claim.	100	%	100	%	Unchanged	Unchanged		Unchanged		N/A

N/A	Fee Claims	$	130		Payment in full in cash on the date the Fee Claim is Allowed.	100	%	100	%	Unchanged	Unchanged		Unchanged		N/A

N/A	Priority Tax Claims	$	111	(4)	Payment in full in cash (plus interest to the extent provided in Section 8.14 of the Plan) on the later of: • the Effective Date, or • the date such Claim is Allowed.	100	%	100	%	Unchanged	109	%	109	%	Unimpaired; Not Entitled to Vote.

N/A	DIP Lender Claims	$	1,031		Payment in full in cash on the Effective Date. Any DIP Lender Claims that arise after the Effective Date will be paid in accordance with the DIP Facility.	100	%	100	%	Unchanged	Unchanged		Unchanged		Unimpaired; Not Entitled to Vote.

1	Other Priority Claims	$	<1		Payment in full in cash (plus interest to the extent provided in Section 8.14 of the Plan) on the later of: • the Effective Date, or • the date such Claim is Allowed.	100	%	100	%	Unchanged	Unchanged		Unchanged		Unimpaired; Not Entitled to Vote.

DSS-42

					November Plan					Plan
Class	Type of Claim or Equity Interest	Estimated Total Claims			Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Voting Status
		(in millions)

2	Secured Tax Claims	$		<2	At the option of the Plan Administrator, either: (1) payment in full in cash, (2) distribution of proceeds of the sale of the collateral, or (3) such other distribution as necessary to satisfy Bankruptcy Code requirements.	100	%	100	%	Unchanged	Unchanged		Unchanged		Unimpaired; Not Entitled to Vote.

3	Other Secured Claims(2)	$	149		At the option of the Plan Administrator, either: (1) payment in full in cash, (2) distribution of proceeds of the sale of the collateral, or (3) such other distribution as necessary to satisfy Bankruptcy Code requirements.	100	%	100	%	Unchanged	122	%	122	%	Unimpaired; Not Entitled to Vote.

DSS-43

					November Plan					Plan
Class	Type of Claim or Equity Interest	Estimated Total Claims			Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Voting Status
		(in millions)

FRONTIERVISION DEBTOR GROUP

Estimated Allowed Claims attributable to FrontierVision Debtor Group, but included in unclassified Claims or in Classes 1, 2 and 3:
Administrative Expense Claims:					$116
Fee Claims:					$3
Priority Tax Claims:					$7
DIP Lender Claims:					$158
Class 1:					$0
Class 2:					<$1
Class 3:					$15

FV-Bank	FrontierVision Bank Claims	$	617	(5)	Payment in full in cash.(6)	100	%	100	%	Payment in full in cash.	100	%(7)	100	%	Impaired; Entitled to Vote.(8)

FV-Notes	FrontierVision Notes Claims	$	204		Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in cash. If there are Non-Transferred MCEs, up to 55 percentage points of such distribution would be made in TWC Stock.(9)	141	%	141	%	Payment in full (plus interest to the extent provided in Section 8.14 of the Plan), in cash, or if the Inter-Creditor Dispute Holdback is funded with respect to principal and interest exclusively with TWC Stock on the Effective Date, Plan Consideration. Anticipated currency 26% cash 119% TWC Stock Anticipated currency (Non-Transferred MCEs) 0% cash 145% TWC Stock	145	%	145	%	Impaired; Entitled to Vote.(8)

DSS-44

				November Plan					Plan
Class	Type of Claim or Equity Interest	Estimated Total Claims		Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Voting Status
		(in millions)

FV-Trade	FrontierVision Trade Claims(2)	$	106	Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in cash. If there are Non-Transferred MCEs, up to 21 percentage points of such distribution would be made in TWC Stock.(9)	108	%	108	%	Payment in full plus simple interest at 8% per annum. Mix of cash and TWC Stock as specified in the Plan.(10) Anticipated currency 131% cash 2% TWC Stock Anticipated currency (Non-Transferred MCEs) 63% cash 70% TWC Stock	133	%	133	%	Impaired; Entitled to Vote.

FV-Uns	FrontierVision Other Unsecured Claims(2), (11)	$	0	Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in cash. If there are Non-Transferred MCEs, up to 13 percentage points of such distribution would be made in TWC Stock.(9)	100	%	100	%	Payment in full plus simple interest at 8% per annum to the extent provided in Section 8.14 of the Plan. Mix of cash and TWC Stock in the same proportion as Class FV-Trade.	N/A		N/A		Impaired; Entitled to Vote.(8)

FV-ESL	FrontierVision Existing Securities Law Claims	Unknown (12)		Estimated to receive payment in full (after giving effect to portion of the Restitution Fund, if any, allocated to FrontierVision Existing Securities Law Claims) through distribution of cash and TWC Stock.(9)	Unknown	(13)	100	%(13)	Estimated to receive payment in full through distribution of cash and TWC Stock.	100	%	100	%	Impaired; Entitled to Vote.(8)

DSS-45

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

FRONTIERVISION HOLDCO DEBTOR GROUP

Estimated Allowed Claims attributable to FrontierVision Holdco Debtor Group, but included in unclassified Claims or in Classes 1, 2, and 3:

Administrative Expense Claims:

Fee Claims:

Priority Tax Claims:

<$1

DIP Lender Claims:

Class 1:

Class 2:

Class 3:

DSS-46

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

FVHC-Notes

FrontierVision Holdco Notes Claims

339

Payment (plus interest to the extent provided in Section 8.14 of the Plan) through distribution of cash and/or TWC Stock and CVV Series FV-1 Interests.

If no Inter-Creditor Dispute Resolution pre-Effective Date, 0% or as ordered by Bankruptcy Court;

Otherwise, as set forth in the Inter-Creditor Dispute Resolution. See Sections IV.A.3.a. and b. below.

As set forth in the Inter-Creditor Dispute Resolution. See Section IV.A.3.c. below.

Payment (plus interest to the extent provided in Section 8.14 of the Plan) through distribution of the FrontierVision Holdco Dispute Holdback allocable to class FVHC-Notes pursuant to an Inter-Creditor Dispute Resolution and CVV Series FV-1 Interests.

Three Alternatives:

(1) If the Potential FrontierVision Holdco Settlement constitutes an Inter-Creditor Dispute Resolution, then 131% in TWC Stock.

(2) If another Inter-Creditor Dispute Resolution. See Sections IV.A.3.a. and b. below.

(3) If no Inter-Creditor Dispute Resolution pre-Effective Date, 0% or as ordered by Bankruptcy Court.

Two Alternatives:

(1) If the Potential FrontierVision Holdco Settlement constitutes an Inter-Creditor Dispute Resolution, then 131% in TWC Stock.

(2) Otherwise, as set forth in the Inter-Creditor Dispute Resolution. See Section IV.A.3.c. below.

Impaired; Entitled to Vote.

DSS-47

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

FVHC-Trade

FrontierVision Holdco Trade Claims(2)

Payment (plus interest to the extent provided in Section 8.14 of the Plan) through distribution of cash and/or TWC Stock and CVV Series FV-1 Interests.

If no Inter-Creditor Dispute Resolution pre-Effective Date, 0% or as ordered by Bankruptcy Court;

Otherwise, as set forth in the Inter-Creditor Dispute Resolution. See Sections IV.A.3.a. and b. below.

As set forth in the Inter-Creditor Dispute Resolution. See Section IV.A.3.c. below.

Payment (plus interest to the extent provided in Section 8.14 of the Plan) through distribution of the FrontierVision Holdco Dispute Holdback allocable to class FVHC-Trade pursuant to an Inter-Creditor Dispute Resolution and CVV Series FV-1 Interests.

Three Alternatives:

(1) If the Potential FrontierVision Holdco Settlement constitutes an Inter-Creditor Dispute Resolution, then 131% in TWC Stock.

(2) If another Inter-Creditor Dispute Resolution. See Sections IV.A.3.a. and b. below.

(3) If no Inter-Creditor Dispute Resolution pre-Effective Date, 0% or as ordered by Bankruptcy Court.

Two Alternatives:

(1) If the Potential FrontierVision Holdco Settlement constitutes an Inter-Creditor Dispute Resolution, then 131% in TWC Stock.

(2) Otherwise, as set forth in the Inter-Creditor Dispute Resolution. See Section IV.A.3.c. below.

Impaired; Entitled to Vote.

DSS-48

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

FVHC-Uns

FrontierVision Holdco Unsecured
Claims(2), (11)

Payment (plus interest to the extent provided in Section 8.14 of the Plan) through distribution of cash and/or TWC Stock and CVV Series FV-1 Interests.

If no Inter-Creditor Dispute Resolution pre-Effective Date, 0% or as ordered by Bankruptcy Court;

Otherwise, as set forth in the Inter-Creditor Dispute Resolution. See Sections IV.A.3.a. and b. below.

As set forth in the Inter-Creditor Dispute Resolution. See Section IV.A.3.c. below.

Payment (plus interest to the extent provided in Section 8.14 of the Plan) through distribution of the FrontierVision Holdco Dispute Holdback allocable to class FVHC-Uns pursuant to an Inter-Creditor Dispute Resolution and CVV Series FV-1 Interests.

Three Alternatives:

(1) If the Potential FrontierVision Holdco Settlement constitutes an Inter-Creditor Dispute Resolution, then 131% in TWC Stock.

(2) If another Inter-Creditor Dispute Resolution. See Sections IV.A.3.a. and b. below.

(3) If no Inter-Creditor Dispute Resolution pre-Effective Date, 0% or as ordered by Bankruptcy Court.

Two Alternatives:

(1) If the Potential FrontierVision Holdco Settlement constitutes an Inter-Creditor Dispute Resolution, then 131% in TWC Stock.

(2) Otherwise, as set forth in the Inter-Creditor Dispute Resolution. See Section IV.A.3.c. below.

Impaired; Entitled to Vote.

DSS-49

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

FVHC-ESL

FrontierVision Holdco Existing Securities Law Claims

Unknown (12)

Payment through distribution of cash and/or TWC Common Stock and of CVV Series FV-2 Interests up to payment in full (after giving effect to portion of the Restitution Fund, if any, allocated to FrontierVision Holdco Existing Securities Law Claims).

Unknown (13), (14)

Payment (plus interest to the extent provided in Section 8.14 of the Plan) through distribution of the FrontierVision Holdco Dispute Holdback allocable to class FVHC-ESL pursuant to an Inter-Creditor Dispute Resolution and CVV Series FV-2 Interests.

Unknown

(14)

Unknown

(14)

Impaired; Entitled to Vote.

FVHC-Conv

FrontierVision Holdco Convenience Claims

<$1

Payment in cash. (15)

95% of distribution paid to Claims in Class to which Convenience Claim otherwise belongs.

Unchanged

Impaired; Entitled to Vote.

FVHC-FVNR

FrontierVision Holdco FrontierVision Bank Nonrecourse Lien Claims

Same as Class FV-Bank

N/A - New Class

Deemed satisfied in full through treatment of Class FV-Bank.

N/A

Impaired; Entitled to Vote.(8)

DSS-50

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

ADELPHIA GP HOLDINGS DEBTOR GROUP

Estimated Allowed Claims attributable to Adelphia GP Holdings Debtor Group, but included in unclassified Claims or in Classes 1, 2, and 3:

Administrative Expense Claims:

Fee Claims:

Priority Tax Claims:

DIP Lender Claims:

Class 1:

Class 2:

Class 3:

AGPH-Trade

Adelphia GP Holdings Trade Claims

N/A - New Class

Payment (plus interest to the extent provided in Section 8.14 of the Plan) in Plan Consideration.

N/A

Impaired; Entitled to Vote.

AGPH-Uns

Adelphia GP Holdings Other Unsecured Claims

N/A - New Class

Payment (plus interest to the extent provided in Section 8.14 of the Plan) in Plan Consideration.

N/A

Impaired; Entitled to Vote.

DSS-51

						November Plan					Plan
Class	Type of Claim or Equity Interest	Estimated Total Claims				Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Voting Status
		(in millions)

PARNASSOS DEBTOR GROUP

Estimated Allowed Claims attributable to Parnassos Debtor Group, but included in unclassified Claims or in Classes 1, 2 and 3:
Administrative Expense Claims:						$93
Fee Claims:						$1
Priority Tax Claims:						$8
DIP Lender Claims:						$0
Class 1:						$0
Class 2:						<$1
Class 3:						<$1

P-Bank	Parnassos Bank Claims	$	623		(5)	Payment in full in cash.(6)	100	%	100	%	Payment in full in cash.	100	%(7)	100	%	Impaired; Entitled to Vote.(8)

P-Trade	Parnassos Trade Claims(2)	$	32			Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in (1) cash, if the Comcast Adelphia Acquisition is consummated, or (2) cash and/or TWC Stock, if the Expanded Transaction is consummated.	108	%	108	%	Payment in full plus simple interest at 8% per annum. Mix of cash and TWC Stock as specified in the Plan.(10) Anticipated currency 131% cash 2% TWC Stock Anticipated currency (Non-Transferred MCEs) 63% cash 70% TWC Stock	133	%	133	%	Impaired; Entitled to Vote.

P-Uns	Parnassos Other Unsecured Claims(2), (11)	$		<1		Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in (1) cash, if the Comcast Adelphia Acquisition is consummated, or (2) cash and/or TWC Stock, if the Expanded Transaction is consummated.	100	%	100	%	Payment in full plus simple interest at 8% per annum to the extent provided in Section 8.14 of the Plan. Mix of cash and TWC Stock in the same proportion as Class P-Trade.	130	%	130	%	Impaired; Entitled to Vote.(8)

DSS-52

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

P-Equity

Equity Interests in Parnassos Debtors

N/A

• All Equity Interests in the Parnassos Debtors held by Comcast remain outstanding and unaffected and will not receive any distribution under the Plan; and

• the Parnassos JV Equity Interests held by the Debtors will be transferred to Comcast in accordance with the terms of the Comcast Purchase Agreement, or TW NY if the Expanded Transaction is consummated.

N/A

Unchanged

Unimpaired; Not Entitled to Vote.

DSS-53

					November Plan					Plan
Class	Type of Claim or Equity Interest	Estimated Total Claims			Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Voting Status
		(in millions)

CENTURY-TCI DEBTOR GROUP

Estimated Allowed Claims attributable to Century-TCI Debtor Group, but included in unclassified Claims or in Classes 1, 2, and 3:
Administrative Expense Claims:					$195
Fee Claims:					$1
Priority Tax Claims:					$1
DIP Lender Claims:					$222
Class 1:					$0
Class 2:					<$1
Class 3:					$40

TCI-Bank	Century-TCI Bank Claims	$	1,000	(5)	Payment in full in cash.(6)	100	%	100	%	Payment in full in cash.	100	%(7)	100	%	Impaired; Entitled to Vote.(8)

TCI-Trade	Century-TCI Trade Claims(2)	$	85		Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in (1) cash, if the Comcast Adelphia Acquisition is consummated, or (2) cash and/or TWC Stock, if the Expanded Transaction is consummated.	108	%	108	%	Payment in full plus simple interest at 8% per annum. Mix of cash and TWC Stock as specified in the Plan.(10) Anticipated currency 131% cash 2% TWC Stock Anticipated currency (Non-Transferred MCEs) 63% cash 70% TWC Stock	133	%	133	%	Impaired; Entitled to Vote.

TCI-Uns	Century-TCI Other Unsecured Claims(2), (11)	$	<1		Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in (1) cash, if the Comcast Adelphia Acquisition is consummated, or (2) cash and/or TWC Stock, if the Expanded Transaction is consummated.	100	%	100	%	Payment in full plus simple interest at 8% per annum to the extent provided in Section 8.14 of the Plan. Mix of cash and TWC Stock in the same proportion as Class TCI-Trade.	117	%	117	%	Impaired; Entitled to Vote.(8)

DSS-54

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

TCI-Equity

Equity Interests in Century-TCI Debtors

N/A

• All Equity Interests in the Century-TCI Debtors held by Comcast remain outstanding and unaffected and will not receive any distribution under the Plan, and

• the Century-TCI JV Equity Interests held by the Debtors will be transferred to Comcast in accordance with the terms of the Comcast Purchase Agreement, or TW NY if the Expanded Transaction is consummated.

N/A

Unchanged

Unimpaired; Not Entitled to Vote.

DSS-55

					November Plan					Plan
Class	Type of Claim or Equity Interest	Estimated Total Claims			Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Treatment/ Currency/Payment	Estimated Recovery on Effective Date(1)		Estimated Total Recovery(1)		Voting Status
		(in millions)

CENTURY DEBTOR GROUP

Estimated Allowed Claims attributable to Century Debtor Group, but included in unclassified Claims or in Classes 1, 2, and 3:
Administrative Expense Claims:					$205
Fee Claims:					$10
Priority Tax Claims:					$23
DIP Lender Claims:					$569
Class 1:					$0
Class 2:					$0
Class 3:					$14

Century-Bank	Century Bank Claims	$	2,480	(5)	Payment in full in cash.(6)	100	%	100	%	Payment in full in cash.	100	%(7)	100	%	Impaired; Entitled to Vote.(8)

Century-Trade	Century Trade Claims(2)	$	95		Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in cash. If there are Non-Transferred MCEs, up to 21 percentage points of such distribution would be made in TWC Stock.(9)	108	%	108	%	Payment in full plus simple interest at 8% per annum. Mix of cash and TWC Stock as specified in the Plan.(10) Anticipated currency 131% cash 2% TWC Stock Anticipated currency (Non-Transferred MCEs) 63% cash 70% TWC Stock	133	%	133	%	Impaired; Entitled to Vote.

Century- Uns	Century Other Unsecured Claims(2), (11)	$	1		Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in cash. If there are Non-Transferred MCEs, up to 13 percentage points of such distribution would be made in TWC Stock.(9)	100	%	100	%	Payment in full plus simple interest at 8% per annum to the extent provided in Section 8.14 of the Plan. Mix of cash and TWC Stock in the same proportion as Class Century-Trade.	124	%	124	%	Impaired; Entitled to Vote.(8)

DSS-56

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

CCHC DEBTOR GROUP

Estimated Allowed Claims attributable to CCHC Debtor Group, but included in unclassified Claims or in Classes 1, 2 and 3:

Administrative Expense Claims:

Fee Claims:

Priority Tax Claims:

<$1

DIP Lender Claims:

Class 1:

Class 2:

Class 3:

CCHC-Trade

CCHC Trade Claims(2)

Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in cash.

108

Payment in full plus simple interest at 8% per annum. Mix of cash and TWC Stock as specified in the Plan.(10)

N/A

Impaired; Entitled to Vote.

CCHC-Uns

CCHC Other Unsecured Claims(2), (11)

Payment in full (plus interest to the extent provided in Section 8.14 of the Plan) in cash.

100

Payment in full.

Anticipated currency

99% cash

1% TWC Stock

Anticipated currency

(Non-Transferred MCEs)

47% cash

53% TWC Stock

100

Impaired; Entitled to Vote.(8)

CCHC-CentNR

CCHC Century Bank Nonrecourse Lien Claims

Same as Class
Century-Bank

N/A - New Class

Deemed satisfied in full through treatment of Class Century-Bank.

N/A

Impaired; Entitled to Vote.(8)

DSS-57

November Plan

Plan

Class

Type of Claim
or Equity
Interest

Estimated
Total
Claims

Treatment/ Currency/Payment

Estimated
Recovery on
Effective Date(1)

Estimated
Total
Recovery(1)

Treatment/ Currency/Payment

Estimated
Recovery on
Effective
Date(1)

Estimated
Total
Recovery(1)

Voting
Status

(in millions)

ADELPHIA COMMUNICATIONS CORP 8-K