Atlantic Broadband to Acquire Cable Systems Serving 235,000 Subscribers from Charter Communications

New Company Will Be Top 20 Cable MSO

BOSTON (Sept. 3, 2003) - Atlantic Broadband LLC, formed by ABRY Partners, David J. Keefe and Edward T. Holleran, Jr., has announced that it will acquire cable systems representing 235,000 subscribers from Charter Communications.

The systems include operations based in Miami Beach, FL, Altoona and Johnstown, PA, Uniontown, PA and Cumberland, MD as well as clusters in Middletown, DE and Queen Anne's County MD. Several properties are also located in West Virginia and New York State.

The systems are comprised of three operating clusters: Miami Beach which serves approximately 51,000 subscribers, Western Pennsylvania which serves approximately 161,000 subscribers and Maryland-Delaware which serves approximately 23,000 subscribers. Approximately 79% of the homes in the clusters are passed by two-way active plant and over 70% of the homes are passed by plant upgraded to 750 MHz or higher bandwidth.

ABRY Partners, based in Boston Massachusetts, is one of the oldest and largest private equity funds in North America investing exclusively in the media and communications industries. ABRY has over $2.0 billion of capital under management and since 1989 has completed over $7.0 billion of leveraged transactions in the media and communications industries. ABRY was the principal investor in Avalon Cable which was sold in 1999 and is currently an investor with Oak Hill Capital Partners LP in WideOpenWest, the 14th largest cable operator in the United States.

ABRY partner Jay Grossman commented, "We are delighted with the opportunity to acquire cable systems with significant upside potential and are fortunate to be partners with Dave and Ed. They bring a wealth of experience and a depth of knowledge that will be invaluable as we operate and grow these properties. We have enormous confidence in them and in the potential presented by this purchase." He noted that the systems, which are largely rebuilt, provide a strong network platform from which Atlantic can continue to capitalize on the growth of high-speed data and digital video services.

Keefe, Atlantic's CEO, has more than thirty years in the cable television industry and was part of the founding group of American Cablesystems. Keefe has built and managed cable systems in the United States, Asia, Europe and South America. Keefe said, "Ed and I are extremely excited about this opportunity and we are very fortunate to have such a strong equity partner in ABRY." Keefe described one of Atlantic's top priorities to include the upgrade of the Maryland-Delaware cluster, which will enable the company to offer high-speed data in those systems.

Holleran, Atlantic's President and COO, began his career in cable when he joined American Cablesystems in 1982 as General Manager of its Arlington, Massachusetts system. He enjoyed a number of progressively responsible senior management positions with American and later withContinental Cablevision and MediaOne. As Vice President of High Speed Data Services, he led Continental and MediaOne's launch of high-speed Internet services, first in the New England region and then nationally. Holleran has consulted to a number of media and telecommunications firms.

The Charter acquisition is an asset purchase valued at $765 million. When completed, Atlantic Broadband will rank as the nation's 16th largest cable operator. In addition to ABRY, equity financing was provided by its long-term cable investment partner, Oak Hill Capital Partners LP, as well as other minority equity investors.