Exhibit 10.1


 


EXECUTION VERSION


 


 UNITED
STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF NEW

YORK


 


	
   

  	
  :

  	
   

  
	
  In re

  	
  :

  	
  Chapter 11 Cases

  
	
   

  	
  :

  	
   

  
	
  Adelphia
  Communications Corporation, et al.,

  	
  :

  	
  Case No.
  02-41729 (REG) 

  
	
   

  	
  :

  	
   

  
	
   

  	
  Debtors.

  	
  :

  	
  Jointly
  Administered

  
	
   

  	
  :

  	
   

  
				



 


STIPULATION
AND CONSENT ORDER AMONG JPMORGAN CHASE BANK, N.A.;

ADELPHIA COMMUNICATIONS CORP. AND ITS AFFILIATED DEBTORS AND

DEBTORS IN POSSESSION; AND OFFICIAL COMMITTEE OF UNSECURED

CREDITORS PROVIDING TERMS AND CONDITIONS FOR WITHDRAWAL OF

APPEAL OF JPMORGAN CHASE BANK, N.A. FROM SALE ORDER


 


This Stipulation And Consent Order “Stipulation and Consent Order”
is entered into by and among JPMorgan Chase Bank, N.A., Administrative Agent
under the FrontierVision Credit Agreement (“JPMC”),(1) Adelphia Communications
Corporation and its affiliated debtors and debtors in possession in the
above-captioned chapter 11 cases (the “Debtors”), and the Official
Committee of Unsecured Creditors of Adelphia Communications Corporation (the “Creditors’
Committee”) (JPMC, the Debtors, and the Creditors’ Committee shall be
referred to collectively as the “Parties”).


 


WHEREAS, on or about June 28, 2006, the United
States Bankruptcy Court for the Southern District of New York (“Bankruptcy
Court”) entered the Order Authorizing (I) Sale Of Substantially All Assets
Of Adelphia Communications Corporation And Its Affiliated Debtors To Time
Warner NY Cable LLC (“TW NY”) And To Comcast Corporation


 






 


(1)                                  Second Amended And Restated Credit Agreement
(the "FrontierVision Credit Agreement"), dated as of December
19, 1997, among, inter  alia, the lenders from time to time party
thereto (the "FrontierVision Lenders"), and FrontierVision
Operating Partners, L.P., as Borrower. 
The obligors, pledgors and guarantors thereunder and under related
collateral documents shall be referred to collectively as the "FrontierVision
Debtors."


 

















 


(“Comcast”),
Free And Clear Of Liens, Claims, Encumbrances, And Interests And Exempt From
Applicable Transfer Taxes; (II) Assumption And/Or Assignment Of Certain Agreements,
Contracts And Leases; And (III) The Granting Of Related Relief (Docket No.
11500 in the above captioned cases) (the “Sale Order”); and


 


WHEREAS, on June 29, 2006, the Bankruptcy
Court entered an Order confirming the Third Modified Fourth Amended Joint Plan
Of Reorganization Under Chapter 11 Of Bankruptcy Code For Century-TCI Debtors
And Parnassos Debtors As Confirmed (the “JV Plan”);(2) and


 


WHEREAS, on June 30, 2006, JPMC filed its
Notice Of Appeal from the Sale Order (the “JPMC Appeal”); and


 


WHEREAS, effective July 21, 2006, the Debtors entered into a Second Amended
and Restated Agreement Concerning Terms and Conditions of a Modified Chapter 11
Plan (the “Plan Agreement”) with certain representatives of the ad hoc committee of holders of ACC Senior
Notes, the ad hoc committee of
holders of ACC Senior Notes and Arahova, the Ad
Hoc Committee of Arahova Noteholders, the Ad Hoc Committee of holders of FrontierVision Opco Notes
Claims and FrontierVision Holdco Notes Claims, W.R. Huff Asset Management Co.,
L.L.C., the ad hoc committee of
ACC Trade Claimants, the ad hoc
committee of Subsidiary Trade Claimants, and the Creditors’ Committee; and


 


WHEREAS, the Plan
Agreement provides that a modified chapter 11 plan (the “Modified Plan,”
which definition includes any amended, superseded or subsequently filed plan)
will be filed and prosecuted, which will, among other things, provide that (i)
all Bank claims (both Agent and Non-Agent) would be disputed claims under the
Modified Plan, and would be subject to disallowance in whole or in part, (ii)
unless and until otherwise allowed, no Bank


 






 


(2)                                  Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the JV Plan.


 


2

















 


would receive any distributions under the Modified Plan, and the liens
and/or security interests securing such claims would be transferred to and
attach to the proceeds of the Company’s sale transactions with Comcast and
TW NY, in an amount sufficient to pay in full the maximum amount of the
disputed Bank claims as determined by the Bankruptcy Court, and (iii)
notwithstanding the foregoing, the Plan Agreement proposes that under the
Modified Plan each Bank would 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 of
these Chapter 11 cases, subject to disgorgement upon the entry of a final
order directing the return of some or all of such distribution, and any Bank
making such an election will 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
will be deemed to have agreed to comply with any disgorgement order directed to
it; and


 


WHEREAS, the JPMC Appeal is pending before the
United States District Court for the Southern District of New York (the “District
Court”); and


 


WHEREAS, the Parties negotiated the terms and
conditions of the withdrawal of the JPMC Appeal, which terms and conditions are
set forth in this Stipulation and Consent Order.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth in this Stipulation and Consent Order, and
with the intent to be legally bound, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed between
the Parties as follows:


 


3

















 


1.                                       Modified
Plan. In accordance with the Plan Agreement, the Debtors and the Creditors’
Committee shall file a Modified Plan consistent with the Plan Agreement to be
confirmed on an expeditious basis; provided, however, the
Modified Plan shall include the following with respect to the FrontierVision Lenders and the FrontierVision
Credit Agreement:


 


(a)                                  terms substantially
similar to those set forth in the JV Plan solely with respect to financial
assurance requirements in connection distributions to the FrontierVision
Lenders;


 


(b)                                 in the event the
FrontierVision Lenders accept the Modified Plan, the FrontierVision Lenders
shall be paid in full, in cash on the effective date of the Modified Plan with
respect to any principal and interest owing under the FrontierVision Credit
Agreement (excluding Grid Interest);


 


(c)                                  in the event the
FrontierVision Lenders accept the Modified Plan, the Modified Plan shall
provide the FrontierVision Lenders on the effective date with a Litigation
Indemnification Fund, which shall be funded one-time with $4 million and not
replenished (the “Litigation Indemnification Fund Amount”), $1 million
of which shall be available for the payment, on a current basis up to that
amount, of the FrontierVision Bank Lender Post-Effective Date Fee Claims, and
$3 million of which shall not be released unless and until the FrontierVision
Bank Lender Claims are Allowed by a Final Order or unless otherwise agreed to
in writing by the Parties;


 


(d)                                 other than the
Litigation Indemnification Fund Amount (and subject to the Most Favored Nation
clause described below), the Modified Plan will


 


4

















 


provide that by voting to accept the Modified
Plan, JPMC and each FrontierVision Lender will be deemed to have waived as of
the effective date of any plan incorporating the terms and conditions set forth
in this Stipulation And Consent Order that the FrontierVision Lenders have
voted to accept, any right to the affirmative assertion of any reimbursement or
indemnification claims (i.e., such claims may only be asserted defensively),
including with respect to any post effective date fees and expenses; and


 


(e)                                  In the event the
FrontierVision Lenders do not vote to accept the Modified Plan, then the parties
reserve any and all rights, claims and defenses with respect to any chapter 11
plan, including, without limitation, with respect to the Holdback Motion and
the Litigation Indemnification Fund.


 


2.                                       Most
Favored Nations Clause. If any chapter 11 plan for any Affiliated Debtor
(other than those for which the JV Plan was confirmed):


 


(a) provides for the current payment of more
than 25% of the total funds in the respective Litigation Indemnification Funds
established for the Bank Lender Post-Effective Date Fee Claims with respect to
the Century Credit Agreement, the Olympus Credit Agreement, or the UCA Credit
Agreement,(3) then Bank Lender Post-Effective Date Fee Claims under the
Modified Plan for the FrontierVision Lenders shall be paid currently to the same
extent and on the same basis; or


 


(b) provides for a Litigation Indemnification
Fund Amount that exceeds  $29 million for
the Bank Lender Post-Effective Date Fee Claims under the Century, Olympus, and
UCA Credit Agreements, respectively (that is, exceeds $29 million for the three
credit agreements in the aggregate), then the Litigation Indemnification Fund
Amount under the Modified Plan for the FrontierVision Lenders shall constitute
the greater of (x) $4 million and (y) the Grossed-Up Fund (less $4 million if
the Litigation Indemnification


 






 


(3)                                  As
such terms are defined in the Debtors' Modified Fourth Amended Joint Plan Of
Reorganization Under Chapter 11 Of Bankruptcy Code, dated April 28, 2006.


 


5

















 


Fund Amount under the Modified Plan for the
FrontierVision Lenders already has been funded with $4 million).(4)


 


3.                                       Grid
Interest. On the effective date of any plan incorporating the terms and
conditions set forth in this Stipulation and Consent Order that the
FrontierVision Lenders have voted to accept, JPMC shall withdraw its appeal on
behalf of the FrontierVision Lenders from the Bankruptcy Court’s decision
(Docket No. 10853) denying the FrontierVision Lenders’ claim for Grid Interest.


 


4.                                       Post-Closing
Interest. From the period between the repayment of the DIP Facility
pursuant to the Sale Transaction Closing until the effective date of the
Modified  Plan, the FrontierVision
Lenders shall continue to be paid interest on a current-pay basis as set forth
in, and in accordance with, the DIP Order.


 


5.                                       Post-Closing
Liens. The FrontierVision Lenders’ shall receive liens on the proceeds from
their collateral upon the Sale Transaction Closing, and such proceeds shall be
distributed pursuant to the Modified Plan or further order of the Bankruptcy
Court.


 


6.                                       Committee
Estimation Motion. The Motion Of Official Committee Of Unsecured Creditors
For Order, Under 11 U.S.C. §§ 105 And 502(c), Estimating Certain Claims Of Bank
Lenders In Connection With Debtors’ Modified Fourth Amended Joint Plan Of
Reorganization shall be adjourned with respect to JPMC in its capacity as agent
for the


 






 


(4)                                  The
"Grossed-Up Fund" shall be calculated as follows.  Assuming that 12% is the portion of the
principal amount of the debt under the FrontierVision, Century, Olympus and UCA
Credit Agreements ($617 million, $2.480 billion, $1.265 billion and $831
million, respectively, as set forth in the Supplement To Debtors' Fourth
Amended Disclosure Statement Pursuant To Section 1125 Of Bankruptcy Code, dated
April 28, 2006) that is attributable to the FrontierVision Credit
Agreement:  (i) the
sum of all Litigation Indemnification Fund Amounts (if any)  under all chapter 11 plans for the Affiliated
Debtors, excluding the FrontierVision Debtors and the JV Debtors; (ii) divided by .88 (i.e., the portion of
the outstanding principal amounts owing as of the Petition Date under the four
pre-petition credit agreements that is attributable to the Century, Olympus and
UCA Credit Agreements (that is, excluding the FrontierVision Credit
Agreement)); and (iii) multiplied by
12%. 


 


6

















 


FrontierVision
Lenders and the FrontierVision Lenders themselves, in their capacity as such,
until the effective Date of the Modified Plan, at which point the motion shall
be deemed to be withdrawn with prejudice solely with respect to JPMC in its
capacity as agent for the FrontierVision Lenders and the FrontierVision Lenders
themselves, in their capacity as such.


 


7.                                       The
Holdback Motion. The Holdback Motion shall be adjourned with respect to JPMC
in its capacity as agent for the FrontierVision Lenders and the FrontierVision
Lenders themselves, solely in their capacity as such,  pending confirmation of the Modified Plan. In
the event that the FrontierVision Lenders vote to accept the Modified Plan and
the Modified Plan is confirmed and goes effective, the Holdback Motion with
respect to JPMC in its capacity as agent for the FrontierVision Lenders and for
the FrontierVision Lenders themselves, solely in their capacity as such, shall
be withdrawn with prejudice.


 


8.                                       Support
of the Modified Plan. JPMC shall support confirmation of the Modified Plan,
provided the Modified Plan incorporates the terms and conditions set forth in
this Stipulation And Consent Order and has been accepted by the FrontierVision
Lenders.


 


9.                                       JPMC
Appeal From Sale Order. Upon the execution of this Stipulation And Consent
Order by the parties hereto, the JPMC shall withdraw the JPMC Appeal with
prejudice.


 


10.                                 Authority
and Representations. Each Party hereto represents and warrants to the other
that, subject to approval of this Stipulation and Consent order by the
Bankruptcy Court, and, in the case of the Debtors, necessary approvals by their
boards of this Stipulation And Consent Order: 
(i) its respective signatories to this Stipulation and Consent Order are
authorized to execute this Stipulation and Consent Order; (ii) it has full
power and authority to enter into this Stipulation and Consent Order; and (iii)
this Stipulation and Consent Order is duly


 


7

















 


executed and delivered by it, and constitutes a valid agreement binding
on it in accordance with its terms. Each Party additionally represents and
agrees that the terms and provisions of this Stipulation and Consent Order
shall not be construed against the Party that drafted the Stipulation and
Consent Order.


 


11.                                 Binding
Nature. This Stipulation and Consent Order (i) shall inure to the benefit
of and be enforceable by the Parties and their respective successors and
permitted assigns and (ii) shall be binding upon and enforceable against the
Parties and their respective successors and assigns upon the entry of this
Stipulation and Consent Order on the docket as “so ordered” by the Bankruptcy
Court (the “Approval Date”).


 


12.                                 Court
Approval. This Stipulation and Consent Order is expressly subject to and
contingent upon its approval by the Bankruptcy Court; provided, however,
approval of this Stipulation and Consent Order is not intended and shall not be
construed to be endorsement or approval of the Plan Agreement or the Modified
Plan or a grant of authority to the Debtors or the Creditors Committee to File
and or prosecute the Modified Plan. If this Stipulation and Consent Order, or
any portion hereof, is not approved by the Bankruptcy Court, or if it is
overturned or modified on appeal, this Stipulation and Consent Order shall be
of no further force and effect, and, in such event, (a) neither this
Stipulation and Consent Order nor any negotiations and writings in connection
with this Stipulation and Consent Order shall in any way be construed as or
deemed to be evidence of or an admission on behalf of any Party hereto
regarding any claim or right that such Party may have against any other Party
hereto, and (b) and the Parties shall otherwise be restored to the position in
effect prior to the date of this Stipulation and Consent Order, except for the
parties’ agreement regarding the JPMC Appeal in paragraph 9 above (which shall
survive notwithstanding the foregoing).


 


8

















 


13.                                 Non-Severability.
The provisions of this Stipulation and Consent Order are mutually
interdependent, indivisible and non-severable.


 


14.                                 Entire
Agreement. This Stipulation and Consent Order constitutes the entire
agreement among the Parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, written and oral,
between or among the Parties with respect to the subject matter hereof. This
Stipulation and Consent Order may not be modified or amended except by a
writing signed by all of the Parties. All representations, warranties,
promises, inducements or statements of intention made by the Parties hereto are
embodied in this Stipulation and Consent Order, and no Party hereto shall be
bound by, or liable for, any alleged representation, warranty, inducement or
statement of intention that is not expressly embodied herein.


 


15.                                 Execution.
This Stipulation and Consent Order may be executed in one or more counterparts
and by facsimile, all of which shall be considered one and the same agreement,
and shall become effective on the first business day after which (i) one or
more such counterparts have been signed by each of the Parties and delivered to
all Parties; and (ii) the Approval Date has occurred.


 


16.                                 Governing
Law. This Stipulation and Consent Order shall be governed by, and construed
in accordance with, the Bankruptcy Code and the laws of the State of New York,
without regard to any principles of choice of law thereof which would require
the application of the law of any other jurisdiction.


 


17.                                 Retention
of Jurisdiction. The Bankruptcy Court shall retain exclusive jurisdiction
to interpret, implement and enforce the provisions of this Stipulation and
Consent


 


9

















 


Order, and the Parties hereby consent to exclusive jurisdiction of the
Bankruptcy Court with respect thereto.


 


 


	
  Dated:

  	
  New York,
  New York

  
	
   

  	
  July 27,
  2006

  
	
   

  
	
   

  	
  WILLKIE FARR & GALLAGHER LLP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Marc Abrams

  	
   

  
	
   

  	
   

  	
  Marc Abrams (MA-0735)

  
	
   

  	
   

  	
  Brian E. O’Connor (BOC-7627)

  
	
   

  	
   

  	
  Terence K. McLaughlin (TM-0287)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  787 Seventh Avenue

  
	
   

  	
   

  	
  New York, New York 10019

  
	
   

  	
   

  	
  (212) 728-8000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attorneys for the Debtors

  
						



 


10

















 


	
   Dated:

  	
  New York, New York

  
	
   

  	
  July 27, 2006

  
	
   

  
	
   

  	
  MILBANK, TWEED, HADLEY &

  
	
   

  	
   

  	
  MCCLOY LLP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ James C. Tecce

  	
   

  
	
   

  	
   

  	
  Dennis F. Dunne (DD-7543)

  
	
   

  	
   

  	
  James C. Tecce (JT-5910)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1 Chase Manhattan Plaza

  
	
   

  	
   

  	
  New York, New York 10005-1413

  
	
   

  	
   

  	
  (212) 530-5000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attorneys for JPMorgan Chase

  Bank, as Administrative Agent for

  the FrontierVision Lenders

  
							



 


11

















 


	
  Dated:

  	
  New York, New York

  
	
   

  	
  July 27, 2006

  
	
   

  
	
   

  	
  KASOWITZ, BENSON, TORRES &

  FRIEDMAN LLP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David M. Friedman

  	
   

  
	
   

  	
   

  	
  David M. Friedman

  
	
   

  	
   

  	
  Adam L. Shiff (AS-7571)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1633 Broadway

  
	
   

  	
   

  	
  New York, New York 10019

  
	
   

  	
   

  	
  Attorneys for Creditors’ Committee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SO ORDERED:

  	
   

  
	
   

  	
   

  
	
  this

  	
  28

  	
  th day of July, 2006

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Robert E. Gerber

  	
   

  	
   

  
	
  HONORABLE ROBERT E. GERBER

  	
   

  
	
  UNITED STATES BANKRUPTCY JUDGE

  	
   

  
									



 


12