Cequel III to Invest in and Assume Management of Classic Communications; 12th-Ranked Cable Provider Focuses on Rural Subscribers.

Business Editors/High-Tech Writers

ST. LOUIS--(BUSINESS WIRE)--Feb. 12, 2003

Officials at Classic Communications, Inc., and Cequel III, LLC, today announced that Cequel III will make an investment in Classic, assume management of the company, and relocate Classic's executive headquarters from Tyler, Texas, to St. Louis, Missouri.

"This move is a major step for us," said Jerald L. Kent, President and Chief Executive Officer of Cequel III. "We're back in the cable business, building for the future. Classic is a platform company we expect to grow into a major U.S. cable operator."

Mr. Kent will serve as President and Chief Executive Officer of Classic. Dale R. Bennett - who guided Classic out of bankruptcy - will remain an integral part of the management team of Classic and Cequel III. Selected members of Mr. Bennett's management team will also continue to play active roles.

"We are very excited to be partnering with Cequel III and their investment reinforces our belief in Classic's growth prospects. Their significant experience in the industry and their vision for connecting rural communities to the broadband future are precisely the elements that will help take Classic through the next chapter in its evolution," said Stephen A. Kaplan, Principal of Oaktree Capital Management, LLC, and the current Chairman of the Board of Classic. Funds managed by Oaktree represent Classic's largest shareholder, and last month, Oaktree provided $45 million in equity capital to finance Classic's emergence from bankruptcy.

Founded in 1992, Classic Communications is the nation's twelfth-largest multiple system operator (MSO), counting more than 325,000 subscribers in 10 states: Texas, Kansas, Oklahoma, Missouri, Arkansas, Louisiana, Nebraska, New Mexico, Colorado, and Ohio. Classic's business model - including 20 acquisitions of cable systems since 1992 - has focused on building a network that serves subscribers living and working in non-metropolitan or rural communities. After overextending itself in the debt markets, Classic filed for bankruptcy in 2001. It emerged from bankruptcy proceedings in January of this year with a healthy balance sheet and significant capital to pursue its growth strategy.

"Our management team has a strong track record of navigating successful transitions for investments that run counter to conventional wisdom," said Howard L. Wood, Chairman of Cequel III. "The rural cable market is, without question, the biggest management challenge in the industry, and we are excited about the opportunity to have our team tackle this challenge. In fact, Classic's focus on rural cable was precisely what made it an attractive prospect. We believe the rural market has been under-served, and, as a result, holds significant upside potential."

Mr. Kent added: "Classic has worked hard to bring cable connections to rural communities, their businesses and consumers. We want to build on that vision by delivering broadband to these markets to help bridge the digital divide."

Mr. Kent said he would share more details in the months ahead, as plans are finalized for Classic's management team, marketing strategies, network upgrades, and the relocation of its executive headquarters to St. Louis. Mr. Kent also promised future updates on Cequel III, noting that the company is actively engaged in the process of expanding its base of operations through investment and acquisition.

In the transaction with Cequel III, Classic was represented by Daniels & Associates, a Denver-based financial services firm that specializes in the media, Internet, and telecommunications industries.

About Cequel III, LLC

Jerald L. Kent (President and Chief Executive Officer), Howard L. Wood (Chairman), and Daniel G. Bergstein (Principal) founded Cequel III in January 2002, as a privately held company to acquire and manage growth-oriented firms in the telecommunications and cable industries, focusing on those companies that offer platforms for future acquisitions and industry consolidation. In May 2002, Cequel III made equity investments in and assumed management of AAT Communications Corporation, which owns or manages more than 6,000 tower sites across the United States. AAT leases tower space for wireless voice and data services to a broad tenant base.

About Oaktree Capital Management, LLC

Founded in 1995, Oaktree Capital Management, LLC, is a Los Angeles-based money management firm that currently manages over $24 billion through several limited partnerships, primarily for institutional investors. The investment in Classic was made by Oaktree's Principal Activities Group through its current private equity/distress-for-control fund, OCM Principal Opportunities Fund II, L.P. The Principal Activities Group, headed by Stephen Kaplan and Ronald Beck, has completed numerous control-oriented investments, aggregating over $1.5 billion in various businesses, and has more than $2 billion under management.