Exhibit 10.1



EXECUTION COPY


In re Adelphia Communications
Corp., et al.


Second Amended and Restated
Agreement Concerning Terms and Conditions of a Modified Chapter 11 Plan


This Second Amended and Restated Agreement dated as of July 21, 2006
(the “Execution Date”), is entered into by and among the undersigned Parties
(as defined below) in the chapter 11 cases of In re Adelphia Communications
Corp., et al., Chapter 11 Case No. 02-41729 (REG).


WHEREAS, representatives of the ad
hoc committee of holders of ACC Senior Notes represented by
Hennigan, Bennett & Dorman LLP (subject to the limitation in the Fourth
Whereas clause, the “ACC Committee”), the ad hoc committee
of holders of ACC Senior Notes and Arahova Notes represented by Pachulski Stang
Ziehl Young Jones & Weintraub LLP (the “Committee II”), the Ad Hoc Committee of Arahova Noteholders (the “Arahova
Committee”), the Ad Hoc Committee (the “FrontierVision
Committee”) of holders of FrontierVision Opco Notes Claims and FrontierVision
Holdco Notes Claims (together, the “FrontierVision Notes Claims”), and W.R.
Huff Asset Management Co., L.L.C. (“Huff”) (collectively, the “Creditor Parties”),
and representatives of the Debtors, the Official Committee of Unsecured
Creditors (the “Creditors’ Committee”) and a monitor (the “Monitor”) appointed
by the Bankruptcy Court, attended meetings in Poughkeepsie, New York and New
York, New York and participated in several telephone conference calls in an
effort to reach a global compromise and settlement of all disputes among the
parties.


WHEREAS, on June 21, 2006, the Committee II, the Arahova Committee,
Huff and the FrontierVision Committee executed that certain Agreement
Concerning Terms and Conditions of a Modified Plan (the “Original Term Sheet”).


WHEREAS, after June 21, 2006, representatives of the ad hoc committee of Olympus Noteholders,
the ad hoc committee of FPL
Noteholders, the ad hoc committee
of ACC Trade Claimants (the “ACC Trade Committee”) and the ad hoc committee of Subsidiary Trade
Claimants (the “Subsidiary Trade Committee”, and together with the Creditors’
Committee, the ACC Committee (subject to the limitation in the next recital)
and the other Creditor Parties, the “New Creditor Parties”) participated in
telephone conferences and meetings with the Creditor Parties and the Monitor in
an effort to reach further consensus and compromise regarding the terms of the
Original Term Sheet.(1)


WHEREAS, on June 30, 2006, certain representatives of the ACC Committee
agreed to an Amended and Restated Agreement and agreed to recommend and support
the adoption of the terms set forth herein as part of a revised chapter 11
plan.  References in this term sheet to
the “ACC Committee” are to those members of the ACC Committee who have agreed
or subsequently agree to this term sheet.






(1)             For
the avoidance of doubt, parties who may fall under the defined terms Creditor
Parties, New Creditor Parties and/or Parties, shall only be entitled to the
benefits of this Agreement if they have executed this Agreement. 


                                                                                                                           









 



 


WHEREAS, on June
30, 2006 counsel to the Subsidiary Trade Committee agreed to seek the approval
of the Subsidiary Trade Committee and to recommend that the Subsidiary Trade
Committee support the adoption of the terms set forth in the Amended and
Restated Agreement as part of a revised chapter 11 plan.


WHEREAS, by the Agreement, dated as of July 5, 2006, the New Creditor
Parties agreed to the terms of the Amended and Restated Agreement that
superseded in all respects the terms of the Original Term Sheet.


WHEREAS, the New Creditor Parties continued discussions with the
Debtors regarding the terms of a Chapter 11 Plan of Reorganization.


WHEREAS, on the Execution Date, the New Creditor Parties agreed that
the terms of this Second Amended and Restated Agreement (the “Agreement”) shall
supersede in all respects the Amended and Restated Agreement and that other
creditors of the Debtors may become a party to this Agreement by execution of a
joinder agreement (such other creditors, the New Creditor Parties and the
Debtors being the “Parties”).


WHEREAS, the
Debtors filed and proposed a Modified Fourth Amended Joint Plan of
Reorganization dated April 28, 2006 (the “Plan”),(2) which generally provided for two
mutually-exclusive options - a “holdback plan” option that provided for continued
litigation of the Inter-Creditor Dispute following the Effective Date (the “Hold
Back Plan”), and a “settlement plan” option that provided for resolution of the
Inter-Creditor Dispute through several Potential Settlements (the “Settlement
Plan”).


WHEREAS, on June 27 and 28, 2006, pursuant to section 363 of the
Bankruptcy Code and under a modified plan for only certain of the debtors (the “Debtors’
JV Plans”), the Bankruptcy Court approved the sale of substantially all of the
Debtors assets to Time Warner Cable and Comcast pursuant to the Purchase
Agreements, as amended, the Registration Rights Agreement and the Comcast side
letter executed by the Debtors (the “363 Documents”).


WHEREAS, confirmation of a “global plan” for the remaining chapter 11
debtors not subject to the Debtors’ JV Plan (the “Debtors”) as soon as
practicable will materially reduce the burdens on the estates resulting under
the 363 Documents and from continued operation under chapter 11 protection.


WHEREAS, the New Creditor Parties desire to overtake, resolve,
compromise and settle the Motion In Aid process and all issues related thereto.


WHEREAS, the Parties desire to overtake, amend and modify the Plan,
eliminate the legal infirmities and impediments, if any, related to the TWC
Sale and the 363 Documents and reduce the costs associated with the estates’
continued operation under chapter 11 protection, consistent with the terms of
this Agreement.






(2)             While
certain of the New Creditor Parties view the Plan as null and void and of no
force and effect, necessarily and for ease of reference only, capitalized terms
not otherwise defined herein shall have the meaning ascribed to them in the
Plan.



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WHEREAS, the
Parties have agreed, subject to the terms and conditions set forth herein, that
the Plan and Disclosure Statement will be modified, amended and re-documented
so that the Plan will incorporate a global compromise and settlement pursuant
to Bankruptcy Rule 9019 (the “Settlement”) pursuant to which, among other
things, in addition to the $635 million of value designated for transfer to
creditors of ACC in the Debtors’ Settlement Plan (the “Initial ACC Settlement
Consideration”), creditors of ACC will also receive on the Effective Date
(a) an added $270 million from third party give ups (the “Third Party Give
Ups”); (b) an added $125 million advance (the “Incremental Arahova Advance”)
from Arahova; (c) a give up of $50 million from Arahova (the “Arahova Give
Up”); and (d) potential additional value from “Identified Sources”, for a
total amount of not less than $445 million in additional settlement
consideration (collectively, (a), (b), (c), and (d) are the “Incremental ACC
Settlement Consideration”), meaning that an aggregate of settlement
consideration of not less than $1.080 billion of Plan distributions (the “ACC
Effective Date Settlement Distribution”), exclusive of CVV Interests, will be
made available for distribution to holders of the ACC Senior Notes Claims and
the ACC Trade Claims(3) on the Effective Date.


WHEREAS, the New Creditor Parties have agreed that, subject to the
terms and conditions hereof, the Plan should provide for the treatment of
Claims against the Subsidiary Debtors and ACC as set forth herein.


WHEREAS, the Parties acknowledge the benefits and enhanced value to all
stakeholders to be derived from implementation of the Settlement as compared
with the Plan as currently structured and the additional and material costs,
undertakings and obligations resulting from the continuation of the Motion In
Aid process and the continued operation of the Debtors in chapter 11.


WHEREAS, the New Creditor Parties agree that, for purposes of initial
distributions on the Effective Date, the Deemed Value of the TWC Class A Common
Stock is $4.85 billion and that there shall be a true-up mechanism as more
fully set forth herein.


WHEREAS, the Parties recognize and agree that consistent with section
510 of the Bankruptcy Code and the absolute priority rule, except as otherwise
provided herein and unless otherwise agreed by the Parties, there will be no
distributions other than junior CVV Interests to the holders of the ACC
Subordinated Notes or to holders of equity interests in ACC.


NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the Parties
to this Agreement hereby agrees as follows:


1.             Each of the undersigned Parties
will (a) except in the case of the Debtors with respect to provisions of the
Modified Plan for which they are not co-proponents, support and
authorize, notwithstanding prior directives to the contrary, a revised,
modified and amended chapter 11 plan incorporating the terms, conditions and
modifications set forth herein and containing no other plan provisions that are
in conflict with this Agreement unless every affected Party consents in
writing; and (b) in the case






(3)           For
purposes of this Agreement, the ACC Trade Claims shall also include Other
Unsecured ACC Claims.



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of the New Creditor
Parties use best efforts to obtain a written agreement supporting (subject to
the receipt of an approved Disclosure Statement consistent herewith) such
revised, modified and amended chapter 11 plan from the other members of their
respective ad hoc committees.  All Parties shall support such plan (in the
case of the Debtors, to the extent they are co-proponents) and to refrain from
actions detrimental to confirmation of such plan.  Upon execution of this Agreement by the
Parties, the Debtors and Creditors’ Committee, as co-proponents,(4) in
cooperation with the other Parties, shall prepare and file with the Bankruptcy
Court a revised, modified and amended plan wholly consistent with all
provisions, terms and conditions of this Agreement (the “Modified Plan”) and
the Parties shall take all action and file all pleadings to obtain confirmation
of the Modified Plan.  Each of the
co-proponents of the Modified Plan shall not withdraw, amend or modify the
Modified Plan without the consent of the other co-proponent, not to be
unreasonably withheld or delayed, provided, however, it shall not be
unreasonable for a co-proponent to withhold consent to a proposed change
that is inconsistent with this Agreement.


2.             The Modified Plan shall contain the following terms and
conditions:


Treatment of Bank Claims                                                                                               (i) The Bank Claims (both Agent and
Non-Agent) are Disputed Claims and subject to disallowance in whole or in
part.  The Debtors (subject to any
limitations imposed by order of the Bankruptcy Court) and/or the Creditors’
Committee (and their applicable successors under the Modified Plan) will pursue
objections to all such Claims under all applicable provisions of the Bankruptcy
Code, including among others, all applicable provisions of section 502,
including subsection (d).  Until either
(x) all such disputes with regard to the Bank Claims have been resolved
pursuant to an agreement among the Banks,(5) the
Debtors, the Creditors’ Committee, the FrontierVision Committee, the Arahova
Committee, the ACC Committee, the Committee II and Huff, or (y) the Bank Claims
have been Allowed by a Final Order, all Bank Claims are Disputed Claims. Unless
and until otherwise Allowed, notwithstanding the occurrence of the Effective
Date, no Bank may receive any distributions, and the Liens and/or security
interests securing such Claims shall be transferred to and shall attach to the
proceeds of the Sale Transactions (which proceeds will be retained by the
Debtors pending resolution of the Disputed Bank Claims) in an amount sufficient
to pay in full the maximum amount of the Disputed Bank Claims as determined by
the Bankruptcy Court.  If and when such
Bank Claims are Allowed, the






(4)             With
respect to the treatment of Bank Claims, the Creditors’ Committee shall be the
sole proponent, and the Debtors shall not be a proponent with respect to the
treatment of the Bank Claims.


(5)             “Banks”
shall mean all Bank Lenders.


 



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Banks shall receive a Cash distribution sufficient to give them the
full amount to which they are entitled under the Bankruptcy Code with respect
to such Allowed Claims, giving effect to all applicable provisions of the Code,
including without limitation sections 502, 506 and 510.  The Parties acknowledge it is the Debtors’
position that the Debtors are obligated not to withhold distributions
with respect to the Bank Claims (and are required to oppose such a
withholding), absent a court order to the contrary.


(ii) The Creditors’ Committee (i.e. as sole
proponents of the Modified Plan with respect to the Bank Claims) shall have the
right to assert that the Bank Claims are unimpaired pursuant to section 1124 of
the Bankruptcy Code, and/or to seek to unimpair the Bank Claims.  In the event that the Bankruptcy Court
determines that the Bank Claims are impaired, and the Classes of Bank Claims
reject the Modified Plan, the Creditors Committee as proponents of the Modified
Plan with respect to the Bank Claims will seek confirmation of the Modified
Plan over such rejection in accordance with section 1129(b) of the Bankruptcy
Code.


The Parties stipulate to continue their good faith
negotiations with the Banks regarding the Banks’ plan treatment.


Bank Election                                                                                                                                                                       The Modified Plan shall provide that each
Bank will have the right to elect to receive payment in full in Cash on the
Effective Date of all outstanding principal and all accrued interest at the
non-default interest rate in effect at the Commencement Date, subject to
disgorgement upon the entry of a Final Order directing the return of some or
all of such distribution (a “Disgorgement Order”).  The Modified Plan shall also provide that any
Bank making such election shall be deemed to have waived any objection to
confirmation of the Modified Plan and any claim or entitlement to additional
interest, post-Effective Date fees and expenses, and/or indemnification, and
shall be deemed to have agreed to comply with any Disgorgement Order directed
to it.  Any Agent Bank electing the above
treatment will be entitled to recover reasonable attorneys’ fees through the
Effective Date as determined by a Final Order or pursuant to a mutual agreement
among the Agent Bank, the Creditors’ Committee, the FrontierVision Committee,
the Arahova Committee, the ACC Committee, the Committee II and Huff.  In addition, if all of the Non-Agent Banks
elect such treatment, the Ad Hoc Committee



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of Non-Agent Secured Lenders will be entitled to seek on behalf of such
Committee’s professionals reimbursement of their fees and expenses incurred in
connection with the Debtors’ cases by submitting an application for
reimbursement pursuant to sections 503(b)(3) and (4) of the Bankruptcy Code
based upon their having made substantial contributions to the Debtors’ cases.


Lender Indemnification Funds                                                                                The Modified Plan will not provide the Banks
with any amounts for reimbursement or payment of their fees or expenses until
such Claims become Allowed Claims. 
Pursuant to the Settlement, the amount currently reserved under the Plan
will be released and distributed to ACC.


Treatment of Subsidiary

Creditors


Arahova                                                                                                                                                                                                 Holders of Arahova Note Claims will receive
payment in full of all principal and accrued interest at the simple,
non-default contract rate through the Effective Date, provided that a total of
$750 million comprised of: (i) $575 million of value contemplated by the
Settlement Plan (the “$575 million Give Up”), (ii) the Incremental Arahova
Advance of $125 million, plus (iii) the Arahova Give Up of $50 million, of the
amounts otherwise distributable to holders of the Arahova Notes Claims will be
transferred to ACC for distribution to the holders of the ACC Senior Notes
Claims and the ACC Trade Claims.  The
Incremental Arahova Advance and the Arahova Give Up shall bear interest from
the Effective Date at the rate of 5% per annum (simple, non-compounded) until
each is repaid as described below. In addition, after payment of the amounts
under the Government Settlement, 50% of the next $1 billion of proceeds from
the CVV (subject to the FrontierVision CVV Percentage) and 25% of the CVV
proceeds in excess of such next $1 billion (subject to the FrontierVision CVV
Percentage) will be allocated to holders of the Arahova Notes Claims until the
holders of the Arahova Notes Claims have received $575 million plus all amounts
paid by Arahova on account of the Arahova Fees (as defined below).  After the holders of the Arahova Notes have
received such amounts, they shall receive 20% of the remaining CVV proceeds
(subject to the FrontierVision CVV Percentage) until interest accrued on the
$575 million Give Up at the rate of 8.9% per annum (simple, non-compounded) has
been paid without double counting, with the remaining proceeds to be
distributed to holders of ACC Senior Notes Claims and ACC Trade Claims.  For the avoidance of doubt, interest on the
$575 million Give Up



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shall accrue at 8.9% (simple, non-compounded), but shall only be paid
from the 20% of the CVV proceeds allocated to Arahova (subject to the
FrontierVision CVV Percentage) following payment in full of the $575 million
Give Up and the Arahova fees.  After all
outstanding principal and accrued interest through the Effective Date has been
paid to the holders of the Arahova Notes Claims, the FrontierVision Notes
Claims, the ACC Senior Notes Claims and the ACC Trade Claims, the CVV proceeds
will be used to repay the Arahova Give Up plus accrued interest until such
amounts are paid in full.


In addition to the CVV
proceeds described above, the $125 million Incremental Arahova Advance plus
interest thereon shall be repaid and satisfied dollar for dollar from and shall
have first and sole priority in the following sources (the “Identified Sources”)
as and when the same are available for distribution.


(i)                                    Any
amount of the non-sale related contingent tax reserves (estimated at $811
million) established by the Debtors in excess of $300 million that is released.


(ii)                                 Any
reduction of the Litigation Prosecution Fund from the proposed amount of $50
million to a reduced fund amount of $25 million or less.


(iii)                              Any
reduction of the $100 million amount of the currently proposed reserves for
post-Effective Date Administrative Expenses (inclusive of amounts reserved
under the JV Plan).


(iv)          [Intentionally omitted]


(v)                                Any
reduction of the tax attributable to gains on the Sale Transactions below $655
million; provided, however, that the $655 million benchmark will be adjusted
lower for (1) a plan value of $4.85 billion for TWC Class A Common Stock, and
(2) the use of state net operating losses to reduce the tax liability to
$443 million.


(vi)                             Any
amounts earmarked for distribution to ACC Senior Notes Claims by the Government
under the Government Settlement or through the Modified Plan. The New Creditor
Parties shall undertake steps to cause the Government to distribute the maximum
amount of the Government Settlement



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for the account
and benefit of ACC Senior Notes Claims; provided, however that nothing herein
shall be deemed to prohibit any Party from seeking to obtain such distributions
for the benefit of other ACC securities in which such party has an interest.


No payment on the $125 million Incremental Arahova Advance shall come
from the CVV.  Prior to the Effective
Date, all New Creditor Parties, and following the Effective Date, all Parties,
the Plan Administrator and the CVV Directors shall use their best efforts to
cause the Identified Sources to be released and/or maximized to the fullest
extent possible.


FrontierVision                                                                                                                                                                    Holders of the FrontierVision Notes will
receive payment in full of all principal and accrued interest at the simple,
non-default contract rate through the Effective Date, provided that, $85
million (the “FrontierVision Give Up”) (comprised of the $60 million contained
in the Settlement Plan plus an additional $25 million) will be transferred for
distribution to the holders of the ACC Senior Notes Claims and the ACC Trade
Claims.  The FrontierVision Committee
shall determine in its sole discretion the allocation of the FrontierVision
Give Up between the FrontierVision Holdco Notes and FrontierVision Opco Notes.


With respect to the $85 million FrontierVision Give Up, holders of the
FrontierVision Notes participating in the FrontierVision Give Up following the
allocation of the FrontierVision Give Up between the FrontierVision Holdco Notes
and FrontierVision Opco Notes (the “Participating FrontierVision Noteholders”)
shall be provided with senior CVV interests so that the FrontierVision Notes
will dilute the senior CVV interests distributed to ACC and Arahova pro rata to
the limited extent as follows: after payment of the amounts due to the
Government under the Government Settlement or as otherwise agreed by the
Government, with respect to each dollar of CVV recovery, the Participating
FrontierVision Noteholders shall receive a percentage of each dollar of CVV
recovery (the “FrontierVision CVV Percentage”) as determined, as of the
Effective Date, by a fraction the numerator of which shall be $85 million plus
any unpaid fees and expenses of the FrontierVision Committee and the
FrontierVision Notes Indenture Trustee in excess of the $5 million provided
herein, and the denominator shall be (a) the total of the $575 million Give Up
by Arahova, plus (b) the dollar value of the ACC deficiency on the Effective
Date (meaning the amounts



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necessary to pay the Allowed amount of all ACC Senior Notes Claims and
ACC Trade Claims in full, plus all post-petition interest accrued through the
Effective Date); provided that in any event, the FrontierVision CVV Percentage
shall be no less than 2.5% per $1 billion of CVV recovery.  CVV proceeds will be distributed to
Participating FrontierVision Noteholders in the same manner and at the same
time as CVV proceeds are distributed to holders of the Arahova Notes Claims and
ACC Notes Claims.


Olympus & FPL Note                                                                                                                              Holders
of Olympus Note Claims and FPL Note Claims will receive payment in full of all
principal and accrued interest at the simple, non-default contract rate through
the Effective Date, provided that up to $30 million of the post-petition
interest accrued through July 31, 2006 (the “Olympus & FPL Note Give Up”)
will be transferred for distribution to the holders of the ACC Senior Notes
Claims and the ACC Trade Claims.  The
allocation of the Olympus and FPL Note Give Up among the holders of the Olympus
Notes and the holders of the FPL Note shall be determined by agreement of the
parties.


	
  Subsidiary Trade/ Other

  Subsidiary Claims

  	
  Holders of Subsidiary Trade Claims and Other
  Unsecured Subsidiary Claims will receive payment in full of all principal and
  accrued interest through the Effective Date, provided that $46 million (the
  “Trade and Other Unsecured Give Up”) (which shall be allocated pro rata
  between classes of (and the holders of such) Subsidiary Trade Claims (subject
  to the last paragraph of this Section), on the one hand, and classes of (and
  the holders of such) Other Unsecured Subsidiary Claims, on the other hand,
  based on the respective reserves set up for each as described below such that
  the Give Up for the Subsidiary Trade Claims shall be $39.2 million and the
  Give Up for the Other Unsecured Subsidiary Claims shall be $6.8 million) will
  be transferred for distribution to the holders of the ACC Senior Notes Claims
  and the ACC Trade Claims. Subject to the Trade and Other Unsecured Give Up,
  the holders of Subsidiary Trade Claims and Other Unsecured Subsidiary Claims
  will be entitled to post-petition interest at the 8% rate specified in the
  Plan Support Agreement. The Modified Plan shall separately classify the
  Subsidiary Trade Claims and the Other Unsecured Subsidiary Claims consistent
  with the Plan.

  



 


The Debtors have
disclosed in the April 2006 Disclosure Statement Supplement the existence
of $746.4 million in undisputed and disputed Subsidiary Trade Claims



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(including accrued
interest of $179.9 million estimated through July 31, 2006 which amount shall
be increased to accommodate the effective date of the Modified Plan) (the “Trade
Reserve”) and $196 million in undisputed and disputed Other Unsecured
Subsidiary Claims (including accrued interest of $31.2 million estimated
through July 31, 2006 which amount shall be increased to accommodate the
effective date of the Modified Plan) (the “Unsecured Reserve” and together with
the Trade Reserve, the “Claims Reserves”).(6) To the extent that all Subsidiary
Trade Claims are Allowed in an aggregate amount of less than the Trade Reserve,
or the Other Unsecured Subsidiary Claims are Allowed in an aggregate amount of
less than the Unsecured Reserve, the first $46 million (allocated $39.2 million
to Subsidiary Trade Claims and $6.8 million to Other Unsecured Subsidiary
Claims) released from the respective reserve shall be paid (with interest
earned on such amounts in the reserves) to holders of Subsidiary Trade Claims
and Other Unsecured Subsidiary Claims to repay the Trade and Other Unsecured
Give Up.  For the avoidance of doubt, (i) if less than $46 million
(allocated $39.2 million to Subsidiary Trade Claims and $6.8 million to Other
Unsecured Claims) is released from the Claims Reserves, the Trade and Other
Unsecured Give Up shall not be repaid from any other sources, (ii) no holder of
a Subsidiary Trade Claim or Other Unsecured Subsidiary Claim shall receive in
excess of the face amount of their Claim plus (x) interest accrued through the
Effective Date at a rate of 8% (simple, non-compounded), (y) earnings by any
holder of a Disputed Claim that subsequently becomes Allowed on any Cash, stock
or other property in any reserves established for the payment of such Claims,
and (z) any interest earned on the Cash in the respective reserves used to
repay such holder’s Trade and Other Unsecured Give Up and (iii) holders of Subsidiary Trade
Claims will only be repaid from the Trade Reserve and holders of Other
Unsecured Subsidiary Claims will only be repaid from the Unsecured Reserve.


The Subsidiary
Trade Committee shall have input on the allocation of the Trade and Other
Unsecured Give Up among Debtors and Debtor Groups.


Existing Securities Laws
Claims                                                                          Existing Securities Laws Claims (i.e. against
the Subsidiary Debtors), to the extent Allowed, shall, if their respective
classes vote to accept the Modified Plan, receive junior CVV interests, junior
in all respects to the payment in full






6                     All
of the numbers in the preceding sentence include Trade Claims and Other
Unsecured Claims against the JV Debtors which will be satisfied pursuant
to the Debtors’ JV Plans.  



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including post-petition interest and CVV interest to Arahova Notes
Claims, ACC Senior Notes Claims, ACC Trade Claims and FrontierVision Notes Claims
but senior to any CVV interests distributed to holders of junior debt and
equity.


Treatment of Claims Asserted


Against the Holding Company


Debtors


Total Distribution                                                                                                                                                 Subject to the repayment of the Incremental
Arahova Advance of $125 million plus interest solely as provided herein, on the
Effective Date, the Holding Company Debtor Group shall receive the following
amounts, and cause them to be distributed in accordance with the allocation
described below:  (a) the Initial ACC
Settlement Consideration of $635 million; plus (b) the $445 million of
Incremental ACC Settlement Consideration; plus (c) after payment of the amounts
under the Government Settlement, 50% of the next $1 billion of proceeds of the
CVV (subject to the FrontierVision CVV Percentage of such $1 billion (i.e., no
less than $25 million) being distributed to the Participating FrontierVision
Noteholders), 75% of the CVV proceeds in excess of such next $1 billion
(subject to the FrontierVision Percentage of such $1 billion (i.e., no less than
$25 million) being distributed to the Participating FrontierVision
Noteholders), until such time as the $575 million Give Up and the fees and
expenses reimbursed by the Debtors and allocated to Arahova have been repaid in
full, and thereafter 80% of the CVV proceeds (subject to the FrontierVision CVV
Percentage of the remaining CVV proceeds being distributed to the Participating
FrontierVision Noteholders) until all interest earned on the $575 million Give
Up has been paid to Arahova; plus (d) interest earned on the CVV consistent
with the Arahova treatment, supra (Treatment of Subsidiary Creditors — Arahova); plus (e) any
remaining Sale Proceeds and any other remaining property after distribution to
the Subsidiary Debtors.


Allocation                                                                                                                                                                                        Distribution to creditors of the Holding
Company Debtor Group shall be made on a pro rata basis
in respect of the ACC Senior Notes Claims, the ACC Subordinated Notes Claims,
ACC Trade Claims and the ACC Other Unsecured Claims, provided that holders of
the ACC Senior Note Claims shall receive the benefit of subordination of the
ACC Subordinated Notes.(7)






7                                        The
existence and enforceability of the contractual subordination rights of the
Rigas Subordinated Note Claims shall be determined by the Bankruptcy Court.


 



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  Incremental ACC Settlement

  Consideration

  	
  The minimum of $270 million portion of the
  Incremental ACC Settlement Consideration (the “Third Party Give Ups”) shall
  be obtained from any combination of the following sources:

  
	
   

  	
   

  



(1)                                  The up to $30 million Olympus & FPL Note
Give Up;


(2)                                  The $25 million FrontierVision Give Up in
excess of $60 million;


(3)                                  The $46 million Trade and Other Unsecured
Give Up;


(4)                                  The $175 million that the Debtors have
earmarked in the Plan for the Lender Indemnification Funds or otherwise to the
Banks; and


(5)                                  The Identified Sources in excess of the
amounts necessary to repay the Incremental Arahova Advance.


Junior Creditors and Equity Interests                                            Because the value of the Debtors’ estates is
insufficient to provide any distributions to holders of junior Claims and
equity interests, junior creditors and equity interests are not entitled to a
distribution under the Modified Plan.  In
order to facilitate a consensual confirmation of the Modified Plan, however,
the bondholders and other senior unsecured creditors that accept the Modified
Plan will be deemed to have agreed, out of largess, to provide holders in each
class of junior creditors and equity interests that vote to accept the Modified
Plan with junior CVV Interests.  Such CVV
Interests shall be junior and subordinate in all respects to payment in full of
all principal, accrued pre- and post-petition interest (including interests
earned on the CVV Interests) and fees and expenses payable in accordance with
the terms herein.  In the event a class
of junior creditors or equity holders does not accept the Modified Plan, the
junior CVV Interests allocated to it shall be cancelled.


Matters Relating to the APA 


Debtors’ Duties                                                                                                                                                           The
Debtors shall, in the context of any ongoing activities relating to the Sale
Transactions, use their best efforts to maximize the value and minimize the
costs of the Sale Transactions to the fullest extent possible consistent with
existing contractual commitments and applicable law.



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  Taxes
  related to the Purchase

  Agreements

  	
  The Debtors will use their best efforts to ensure
  that the Sale Transactions are effectuated in the most tax efficient manner
  so that the Debtors receive maximum tax efficiency. The Parties shall cooperate
  to enter into reasonable agreements and the co-proponents shall seek
  appropriate findings or other relief from the Bankruptcy Court based upon
  record evidence to the extent necessary or desirable to achieve such results.
  Such findings shall be made in connection with confirmation of the Modified
  Plan and the Parties agree that no such findings shall prejudice any party in
  the MIA proceedings in any respect and such findings shall not be admissible
  in any further MIA proceedings in the event that the Effective Date does not
  occur.

  
	
   

  	
   

  



Contingent Value Vehicle


Governance                                                                                                                                                                                The CVV shall be governed by a five (5)
member board of directors.  The ACC
Committee shall choose two (2) members and each of Huff and the Committee II
shall select one member of the CVV board. 
The remaining member shall be selected by the unanimous consent
of the ACC Committee, Huff and Committee II. 
If such parties cannot unanimously agree on the fifth member of the CVV
Board, such board member shall be elected by holders of the ACC Senior Notes,
the Arahova Notes and the FrontierVision Notes Claims (in proportion to the
amounts of CVV Interests held by such persons) on the record date for such
election.  Such election shall be
conducted by the Debtors subject to the supervision of the Bankruptcy Court
with a record date of entry of a Confirmation Order.  Each $1,000 bond shall be entitled to one
vote.  The nominee that receives the
highest number of votes shall be elected. 
Cumulative voting shall not be permitted.  In such an election, persons or entities
holding, in the aggregate, no less than $100 million in aggregate principal
amount of unpaid bonds or notes that are to receive distributions from the CVV
may nominate persons to serve as a director of the CVV.  Each of the CVV board members
shall be qualified to serve as a director for a public corporation (and in the
case of the initial directors, disclosed to the Debtors at least five (5)
business days prior to the confirmation hearing) and without regard to
appointment, shall be fiduciaries for and shall exercise sound business
judgment and fiduciary duties on behalf of all holders of CVV interests.  The CVV governance documents shall be
reasonably satisfactory to each of the Parties receiving CVV Interests
hereunder.



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Transferability                                                                                                                                                                  The CVV interests shall be transferable.  The Parties acknowledge that the
transferability of the CVV interests shall be subject to the requirements of
applicable law, and nothing herein (including provisions regarding plan
proponency) shall require a Party to violate applicable law.  To the extent required, each of the board
members shall satisfy applicable requirements of law and listing exchanges to
permit the CVV interests to be freely transferable.  The requirement that the CVV interests
be transferable may be waived only by joint consent of the ACC Committee,
FrontierVision Committee, Arahova Committee, Committee II and Huff.


Interest                                                                                                                                                                                                       The CVV Interests shall be issued in $1,000
denomination and each CVV Interest shall bear interest at the rate of 8.9% per
annum (without double counting). 
Interest shall accrue and continue to bear interest until payment in
full of the ACC Senior Notes Claims and the ACC Trade Claims plus accrued
interest through the Effective Date.


Miscellaneous Plan Provisions


Government Settlement                                                                                                                    With respect to the $715 million Government
Settlement, the New Creditor Parties believe that, consistent with the absolute
rule of priority, the $715 million should be distributed to holders of the ACC
Senior Notes Claims, the Arahova Notes Claims, the FrontierVision Notes Claims,
the Olympus Notes Claims and holders of ACC Trade Claims.  The Debtors will facilitate discussions
between the New Creditor Parties and the United States Attorney for the
Southern District of New York in connection with the New Creditor Parties’
efforts to obtain the consent of the United States Department of Justice (the “DOJ”)
for the $715 million to be distributed as provided herein.  The Debtors shall (to the extent permitted by
the third sentence of Section 2 of the letter agreement with the
U.S. Department of Justice, dated April 25, 2005) advocate that
the Government distribute the Restitution Fund as provided herein.


True-up Mechanism                                                                                                                                    A
reserve (the “Reserve”) of TWC Class A Common Stock or Cash to the extent there
is not sufficient stock available) shall be created and withheld from initial
Effective Date distributions (the “Reserve Stock”) pending a market valuation
of such stock (the “Market Value”).  Such
Reserve shall be sufficient to permit the upward or downward adjustment of the
total number of shares received as final satisfaction of any non-ACC claim
based upon a Market Value that is up to fifteen percent higher or



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lower than Deemed
Value (the “True-Up Differential”).  If
the Comcast Redemption occurs prior to October 20, 2006, or if Comcast has
waived its preemption rights prior to October 20, 2006, the Market Value shall
be based upon the 60 day (the “Test Period”) volume weighted average trading
price commencing on the first business day that is 60 days following the
initial distribution (the “Waiting Period”). 
If the Comcast Redemption has not occurred prior to October 24, 2006,
and Comcast has not waived its preemption rights, the Test Period and the
Waiting Period shall be each shortened to the extent necessary to provide for
the distribution of Reserve Stock no later than October 31, 2006, but in no
event shall the Test Period be less than 14 calendar days.  If reserving for a True-Up Differential of up
to fifteen percent would prevent the Debtors from making an initial
distribution of TWC Class A Common Stock through the Modified Plan pursuant to
section 1145 of the Bankruptcy Code (without an initial public offering) that
constitutes a “Termination Event” as defined in the Adelphia Registration
Rights Agreement, the maximum amount of stock that permits such initial
distribution to be made through the Modified Plan under the TWC Sale
Documentation (without an initial public offering) and still constitute a “Termination
Event” shall be reserved and the balance shall be reserved in Cash.  After completion of the Test Period, Reserve
Stock shall be released and distributed accordingly such that the total amount
of TWC Class A Common Stock received on account of any non-ACC claim shall be
based upon the Market Value; provided, however, that any true-up (or true-down)
is limited to the amount of Reserve Stock (or cash reserved in lieu thereof)
available and shall not exceed a True-Up Differential of greater than fifteen
percent.  For the avoidance of doubt, no
creditor shall be required to return any TWC Class A Common Stock or other Plan
Consideration once distributed.  All
amounts reserved but not released and distributed to non-ACC creditors
following the Test Period shall be released and distributed to the creditors of
ACC in accordance with the treatment otherwise provided herein.


Non-Sale Related Tax Reserve                                                                                With respect to the tax reserves for taxes
other than those that result from the asset sales contemplated by the Purchase
Agreements, the Parties shall cooperate to enter into reasonable agreements and
the co-proponents shall seek appropriate findings or other relief from
the Bankruptcy Court based upon record evidence to the extent necessary or
desirable to achieve maximum tax efficiency. 
Such findings shall be made in connection with confirmation of the
Modified Plan and the Parties agree that



 15
 






 



 


no such findings shall prejudice any party in the MIA proceedings in
any respect and such findings shall not be admissible in any further MIA proceedings
in the event the Modified Plan is not substantially consummated.


Compensation and Reimbursement                                                       The Parties shall support in all respects,
and the Modified Plan shall provide for, reasonable compensation and
reimbursement of all fees and expenses that have been properly documented for
the FrontierVision Committee, the Arahova Committee, the ACC Committee, the
Committee II, the ACC and Subsidiary Trade Committees, Huff and the Indenture
Trustees for the FrontierVision, ACC and Arahova Notes pursuant to section
503(b)(3) and (4) of the Bankruptcy Code. 
All of the fees and expenses of the Arahova Committee shall be allocated
to Arahova, one-third of the Committee II’s fees and expense shall be allocated
to Arahova and the remainder to ACC and, the fees and expenses of Huff shall be
allocated to Arahova and ACC based upon holdings and the fees of the
FrontierVision Committee in excess of $5 million shall be allocated to
FrontierVision (the fees and expenses allocated herein to Arahova are referred
to as the “Arahova Fees”).  For greater
certainty, and except with respect to an award of professional fees and
expenses to the FrontierVision Committee, under Section 503(b)(3) and (4) in an
amount up to $5 million and an award under section 503(b)(3) and (4) to the ACC
Trade Committee and the Subsidiary Trade Committee in the aggregate amount of
up to $5 million, which awards, if any, shall be paid as an administrative
expense and without reducing distributions to holders of FrontierVision Note
Claims and holders of Subsidiary Trade Claims, respectively, fees allocated to
estates pursuant to the preceding sentence shall reduce distributions to the
creditors of such estates otherwise specified herein and shall only be
recoverable through their CVV participation. 
This provision is subject to any requirements of the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure requiring application and approval by
the Bankruptcy Court in accordance with United States Trustee guidelines.


Allocation of Consideration                                                                                            All Cash available (after payment or reserve
on account of Bank Claims and after funding of plan reserves) on the Effective
Date shall be distributed pro rata to
holders of Claims against the Subsidiary Debtors and the remainder of the
distributions to the holders of Claims against the Subsidiary Debtors shall be
made in TWC Class A Common Stock.



 16
 






 



 


Documentation                                                                                                                                                              All documentation shall be in form and
substance reasonably acceptable to the Parties.


Releases and Exculpation                                                                                                         The Modified Plan, by agreement of the
Parties, shall provide for the mutual release of each of the Parties, its
members, professionals and agents for all actions taken in connection with the
chapter 11 cases through the Effective Date. 
Nothing in this provision shall release any of the Parties’ obligations
hereunder.  The Modified Plan shall
provide for releases for the Debtors, their directors, officers, employees,
professionals and agents to the same extent as set forth in the Plan.


Plan Administrator                                                                                                                                            The Parties acknowledge the need to provide
for the transition of services following the closing of the Sale Transaction
and that it would be in the best interests of the Debtors’ estates to commence
the process for the transition of services as soon as is reasonably
practicable.  The New Creditor Parties
shall jointly nominate a Plan Administrator 
no later than sixty (60) days after the Execution Date.


3.             [Intentionally omitted].


4.             This Agreement does not include a description of all of
the terms, conditions and other provisions to be contained in the Modified Plan
and related plan documents, all of which remain subject to discussion and
negotiation among the Parties.


5.             Without in any way limiting
any of the undertakings and obligations of any Party hereunder, whenever “best
efforts” is required in the Agreement: (i) there is an element of commercial
reasonableness in every best efforts obligations; and (ii) the mere failure of
a Party to achieve an objective for which best efforts is required shall not
result in a default by the Party and shall not give rise to a claim against the
Party or its employees and agents, provided that such Party used such best
efforts.


6.             This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page by facsimile shall be as effective as delivery
of a manually executed counterpart.


7.             Notwithstanding anything to the
contrary contained herein, this Agreement and its provisions may not be
modified, amended, waived or supplemented except in a writing signed by each of
the Parties.  For the avoidance of doubt,
the Modified Plan (which Modified Plan shall be wholly consistent with all
provisions, terms and conditions of this Agreement) shall not be deemed to be
an amendment of this Agreement.



 17
 






 



 


8.             Upon execution hereof, each
of the Parties consents to the adjournment of the Motion in Aid Hearings
through August 31, 2006.  Until July 31,
2006, and thereafter upon the filing of the Modified Plan and related
disclosure statement or supplement consistent in all material respects with the
terms hereof and the approval of the disclosure statement or supplement, the
Motion in Aid Hearings and the related Rule 2004 discovery pertaining to the
ACC Committee shall be adjourned so long as the Modified Plan has not been
withdrawn, terminated or modified in a manner adverse to a Party absent written
consent of such Party; provided, however, in the event that any party subject to
the Rule 2004 order acts in a manner inconsistent with this Agreement (whether
by opposing this Agreement, engaging in motion practice, objecting to
confirmation of the Modified Plan or otherwise), the 2004 discovery and any and
all process relating to the subject matter of the 2004 discovery shall proceed
with respect to such party.  Voting with
respect to the Modified Plan by an entity that is not a Party to this Agreement
shall not, in and of itself, be considered an act inconsistent with this
Agreement.  Except as specifically
provided for herein, this Agreement shall not limit or affect in any way any
rights, liabilities of or claims against any entity that is not a Party to this
Agreement, including but not limited to claims now held or that may hereafter
be asserted by any Party.


9.             The Debtors shall use their
best efforts to: (i) implement the terms hereof and shall take all actions
necessary to confirm the Modified Plan to the extent they are co-proponents
thereof, (ii) cooperate with the New Creditor Parties in connection with the
prosecution and implementation of the Modified Plan and the transactions
contemplated thereby, (iii) meet regularly with the New Creditor Parties and
fully cooperate in the transition of the Debtors following the closing of the
TWC Sale and following confirmation of the Modified Plan and work in good faith
to prepare, negotiate and enter into an agreement (the “Transition Agreement”)
for the transition of Debtors’ management at an appropriate time as set forth
in section Plan Administrator, supra,
and (iv) object to Claims and to resolve Disputed Claims as expeditiously
as practicable and cooperate fully with the Subsidiary Trade Committee with
respect to objections to and to the allowance or disallowance of Claims.


Without in any way impacting or affecting the terms of the Transition
Agreement, subject to the applicable limitations imposed by law (including
Regulation FD) and confidentiality obligations, to the extent practicable:


A.                                   On
or prior to the closing of the Sale Transaction, the Debtors shall consult with
a designee of the Creditors’ Committee (the “Committee Designee”)(8), with
respect to any decisions reasonably expected to (i) materially reduce the
proceeds to be received from the Buyers in the Sale Transaction below the
proceeds projected by the Debtors in the information provided to the Creditors’
Committee in May 2006, or (ii) materially increase the liability of the Debtors
to third-parties (such as






8                     The
Creditors' Committee shall select the Committee Designee in its sole discretion;
provided, however, that (a) the Committee Designee shall have such experience
and qualifications as are sufficient to enable the Committee Designee to
perform its functions hereunder, (b) the Committee Designee shall not be a member
of the Creditors’ Committee or an employee or affiliate of a member of the
Creditors’ Committee, and (c) the Committee Designee shall be subject to
Bankruptcy Court approval.



 18
 






 



 


taxing authorities and litigation claimants) above the
levels projected by the Debtors in the information provided to the Creditors’
Committee on May 2006, and


B.  After the
closing of the Sale Transaction—


(i)                                     the
Debtors shall consult with the Committee Designee with respect to actions that
would reasonably be expected to materially adversely impact creditor recoveries
projected by the Debtors in the information provided to the Creditors’
Committee in May 2006, and with respect to any matters as to which the Debtors
are required by this agreement to consult with the creditors, including the
distribution of the Restitution Fund and adjustments to the Sale Transaction
(collectively, the “Subject Actions”).  To the extent practical, (a) such
consultations shall be conducted in a time frame, and accompanied by
information, so as to reasonably enable the Committee Designee to provide
informed advice to the Creditors’ Committee and informed input to the Debtors
with respect to such matters, and (b) such Committee Designee will be included
in any meetings with representatives of the Department of Justice (subject to
consent by the Department of Justice) that are attended by an executive officer
of the debtors, and, subject to the consent of Time Warner and Comcast, any
meetings with such companies attended by an executive officer of the Debtors at
which such officer reasonably anticipates new, material information will be
made available by the Debtors or such companies, or the possibility of new,
material concessions by either the Debtors or the Buyers will be discussed;


(ii)                                  the
Debtors will meet regularly with the Committee Designee to update such
Committee Designee on material matters impacting distributable value;


(iii)                               all consultations
referred to herein will be with senior executives of the Debtors, which consist
of the CEO and the Executive Vice Presidents. 
At the sole and absolute discretion of such senior executives, employees
at lower levels will be made available for such consultations; and


(iv)                              the
consultations with the Committee Designee provided for herein are not intended
to exclude high-level consultations with the Creditors’ Committee not involving
duplication or undue burden on the Debtors.


If the Committee Designee reasonably believes that a Subject Action is
not in the best interests of the Debtors’ estates, the Committee Designee shall
set forth in reasonable



 19
 






 



 


detail the basis for such belief in written notice to the Debtors (the “Objection
Notice”), and (a) if on or prior to the closing of the Sale Transaction, the
Committee Designee shall have the right to seek, on an expedited basis, an
order of the Bankruptcy Court prohibiting the Debtors from taking a Subject
Action, (b) if after the closing of the Sale Transaction, the Debtors receive
an Objection Notice with respect to a Subject Action, the Debtors shall not take
such Subject Action pending an order of the Bankruptcy Court, and the Debtors
shall have the right to seek, on an expedited basis, an order of the Bankruptcy
Court granting the Debtors the authority to take such Subject Action.


Nothing in this Agreement shall be interpreted to require the Debtors
to take any actions that would, in their reasonable judgment constitute a
violation or breach of, or constitute a waiver of material rights under, the
Government Settlement Agreement, the Purchase Agreements, the Sale Order, the
Debtors JV Plan or the Confirmation Order.


10.           The Creditors’ Committee (in
cooperation with the Parties) shall have primary responsibility for the
documentation and prosecution of the Modified Plan and all related
supplements.  The Debtors shall have
primary responsibility (in cooperation with the Parties) for the documentation
of all necessary disclosure and balloting materials.  Each of the co-proponents shall be
provided with a meaningful opportunity to review and comment on all drafts and
pleadings related to the Modified Plan prior to filing with the Bankruptcy
Court.


11.           Unless otherwise agreed to in writing
by the Parties as set forth below, it shall be a condition of the Effective
Date of the Modified Plan that (i) the Effective Date of the Modified Plan
shall be the later of September 15, 2006 or 15 days after the closing of the
TWC Sale, but in no event shall such Effective Date be later than October 31,
2006, (ii) distribution of TWC Class A Common Stock to creditors shall be materially
completed prior to October 31, 2006, and (iii) the Debtors shall be in a
position to distribute to ACC on the Effective Date or immediately thereafter
the ACC Effective Date Settlement Distribution totaling at least $1.080 billion
(before deducting the Reserve relating to the True-Up Mechanism) from the
Initial ACC Settlement Consideration, the Third Party Give Ups, the Incremental
Arahova Advance and Identified Sources above $125 million. The conditions in
clauses (i) and (ii) may be waived in writing by agreement of all the Parties.
The condition in clause (iii) may be waived in writing by the ACC Committee.


12.           In the event the Modified Plan is not
confirmed, this Agreement shall be null and void and of no force and effect.


13.           In the event there is any dispute or
disagreement between the New Creditor Parties regarding the meaning or
interpretation of this Agreement, the Monitor shall resolve any and all
disputes fully and finally, provided, however, such determination shall not be binding on
the Debtors absent an order of the Bankruptcy Court with respect to the Debtors’
obligations hereunder.  All other
disputes shall be resolved by the Bankruptcy Court.



 20
 






 



 


14.           Any
creditor or group of creditors can become a Party to this Agreement by
executing a joinder, in form and substance satisfactory to the Parties,
agreeing to be bound by the terms hereof.


15.           Notwithstanding
anything to the contrary contained herein, none of the Third Party Give Ups from any Party
shall increase without the written consent of such Party and such consent may
be withheld at such Party’s sole discretion.


16.           The
Debtors’ obligations under this Agreement shall be subject to the entry by the
Bankruptcy Court of an order approving a disclosure statement with respect to
the Modified Plan and authorizing the Debtors to propose the Modified Plan as
provided herein.  The co-proponents shall
seek to pursue and achieve the solicitation of the Modified Plan as soon as
reasonably possible.


 



 21














 


 


IN WITNESS
WHEREOF, each of the Parties has caused this Agreement to be executed and
delivered by its duly authorized officers as of the date first written above.


 


	
  Agreed and Accepted by:

  	
   

  
	
   

  	
   

  
	
  W.R. HUFF
  ASSET MANAGEMENT CO., L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Michael McGuiness

  	
   

  
	
  By: Michael McGuiness

  	
   

  



 


	
  FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

  
	
   

  
	
   

  	
   

  
	
  /s/ Brad Eric Scheler

  	
   

  
	
  By: Brad Eric Scheler, Esq.

  	
   

  
	
  A Member of the Firm

  	
   

  



 


Counsel
to W.R. Huff Asset Management Co., L.L.C.


	
  APPALOOSA MANAGEMENT LP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ronald Goldstein

  	
   

  
	
  (by Gerard Uzzi, as attorney-in-fact)

  	
   

  
	
  By: Ronald Goldstein

  	
   

  



 


	
  DEUTSCHE BANK SECURITIES INC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Matthew Doheny

  	
   

  
	
  (by Gerard Uzzi, as attorney-in-fact)

  	
   

  
	
  By: Matthew Doheny

  	
   

  



 


	
  WHITE & CASE LLP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Gerard Uzzi

  	
   

  
	
  By: Gerard Uzzi, Esq.

  	
   

  
	
   

  	
   

  
	
  /s/ Christopher Shore

  	
   

  
	
  (by Gerard Uzzi, as attorney-in-fact)

  	
   

  
	
  By: Christopher Shore, Esq.

  	
   

  



 


Counsel
to the Ad Hoc Committee of Arahova Noteholders (Except with respect to the
treatment of the Bank Claims)



 22
 






 



 


	
  TUDOR INVESTMENT CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Darryl Schall

  	
   

  
	
  By: Darryl Schall

  	
   

  



 


	
  HIGHFIELDS CAPITAL

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Joseph Mazzella

  	
   

  
	
  By: Joseph Mazzella

  	
   

  



 


	
  FRANKLIN MUTUAL ADVISERS, LLC

  	
   

  
	
   

  	
   

  
	
  /s/ Bradley Takahashi

  	
   

  
	
  (by Alan Lungen, as attorney-in-fact)

  	
   

  
	
  By: Bradley Takahashi

  	
   

  



 


	
  PACHULSKI STANG ZIEHL YOUNG JONES &
  WEINTRAUB LLP

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Dean Ziehl

  	
   

  
	
  By: Dean Ziehl, Esq.

  	
   

  



 


Attorneys for the Committee II


	
  DUNE CAPITAL

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jon Lukomnik

  	
   

  
	
  By: Jon Lukomnik

  	
   

  



 


	
  KRAMER LEVIN NAFTALIS & FRANKEL LLP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Amy Caton

  	
   

  
	
  (by Alan Lungen, as attorney-in-fact)

  	
   

  
	
  By: Kenneth H. Eckstein, Esq.

  	
   

  
	
        Amy Caton, Esq.

  	
   

  



 


Attorneys
for the Ad Hoc Committee of FrontierVision Noteholders



 23
 






 



 


	
  AD HOC ADELPHIA TRADE CLAIMS COMMITTEE

  
	
  [Referred to herein as the Subsidiary Trade
  Committee]

  
	
   

  	
   

  
	
  /s/ Steven Pohl

  	
   

  
	
  By: Steven Pohl, Esq.

  	
   

  



 


	
  BROWN RUDNICK BERLACK ISRAELS LLP

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Steven Pohl

  	
   

  
	
  By: Steven Pohl, Esq.

  	
   

  



 


Attorneys
for the Ad Hoc Adelphia Trade Claims Committee


	
  OFFICIAL COMMITTEE OF UNSECURED CREDITORS

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Michael McGuiness

  	
   

  
	
  By: Michael McGuiness

  	
   

  
	
  Its: Chairperson

  	
   

  



 


	
  KASOWITZ, BENSON, TORRES & FRIEDMAN LLP

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ David Friedman

  	
   

  
	
  (by Alan Lungen, as attorney-in-fact)

  	
   

  
	
  By: David M. Friedman, Esq.

  	
   

  



 


Attorneys
for the Official Committee of Unsecured Creditors 


	
  ADELPHIA COMMUNICATIONS CORP. (for itself
  and on behalf of each of the Debtors)

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ William T. Schleyer

  	
   

  
	
  By: William T. Schleyer

  	
   

  
	
  Its: Chairman and Chief Executive Officer

  	
   

  



 



 24