Exhibit 10.06

                      SECOND AMENDMENT TO CREDIT AGREEMENT
                            AND ASSUMPTION AGREEMENT

                  THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND ASSUMPTION
AGREEMENT (this "Amendment"), dated effective as of July 31, 1998 (the
"Effective Date"), is entered into by and among (i) CHELSEA COMMUNICATIONS,
INC., a Delaware corporation ("Chelsea"), NORTHEAST CABLE, INC., a Delaware
corporation ("Northeast"), KITTANNING CABLEVISION INC., a Delaware corporation
("Kittanning"), ROBINSON/PLUM CABLEVISION, L.P., a Pennsylvania limited
partnership ("Robinson/Plum"), CHELSEA COMMUNICATIONS, LLC, a Delaware limited
liability company ("Chelsea LLC"), PARNASSOS, L.P. a Delaware limited
partnership ("Parnassos"), (ii) the several Lenders (hereinafter defined)
parties hereto, (iii) TORONTO DOMINION (TEXAS), INC., NATIONSBANK, N.A.
(successor by merger to NationsBank of Texas, N.A.), THE CHASE MANHATTAN BANK
(successor by merger to Chemical Bank), THE BANK OF NOVA SCOTIA and CIBC INC.,
as the Managing Agents (herein so called), (iv) NATIONSBANK, N.A. (successor by
merger to NationsBank of Texas, N.A.), as the Documentation Agent (herein so
called), (v) THE CHASE MANHATTAN BANK (successor by merger to Chemical Bank) as
the Syndication Agent (herein so called) and (vi) TORONTO DOMINION (TEXAS),
INC., as the Administrative Agent (herein so called). Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to them in the
hereinafter described Credit Agreement, as amended by this Amendment.

                                    RECITALS

                  A. Chelsea, Northeast, Kittanning and Robinson/Plum, the
several Lenders parties thereto, the Managing Agents, the Documentation Agent,
the Syndication Agent and the Administrative Agent entered into that certain
Credit Agreement dated as of April 12, 1996 (as amended, modified, restated,
supplemented, renewed, extended, rearranged or substituted from time to time,
the "Credit Agreement").

                  B. Chelsea, Northeast, Kittanning, Robinson/Plum, Chelsea LLC,
the several Lenders parties thereto, the Managing Agents, the Documentation
Agent, the Syndication Agent and the Administrative Agent entered into that
certain First Amendment to Credit Agreement and Assumption Agreement, dated
effective as of June 30, 1998, whereby Chelsea LLC became a "Borrower" under the
Credit Agreement.

                  C. Chelsea, Northeast, Kittanning, Robinson/Plum and Chelsea
LLC (the "existing Borrowers") have requested that the Lenders add Parnassos as
an additional "Borrower" under the Credit Agreement.

                  D. Parnassos, the existing Borrowers, the Lenders parties
hereto, which Lenders constitute the Required Lenders necessary under the Credit
Agreement to effect the amendment of the Credit Agreement intended hereby,
desire to enter into this Amendment in order to add Parnassos as a "Borrower"
under the Credit Agreement and to evidence Parnassos'


                                                         1

<PAGE>



assumption of all of the Obligations now existing or hereafter created
thereunder, subject to the terms and conditions set forth herein.

                  NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                  Section 1.        AMENDMENTS TO CREDIT AGREEMENT

                  Subject to the terms and conditions set forth herein, and in
reliance upon the representations and warranties of the existing Borrowers and
Parnassos herein contained, the existing Borrowers, Parnassos and the Lenders
parties hereto hereby agree as follows:

                  (a) Amendment to Add Additional Borrower. The Credit Agreement
is amended hereby to add Parnassos as a "Borrower" thereunder for all purposes.
Accordingly, Parnassos, the existing Borrowers, the Lenders and the Agents are
hereby bound, from and after the Effective Date, by all of the terms, provisions
and respective obligations of such parties to each other set forth in the Credit
Agreement to the same extent as if Parnassos had originally been a "Borrower"
under the Credit Agreement.

                  (b)      Amendment to Definitions.

                           (i) The definition of "Borrower" set forth in Section
         1.1 of the Credit Agreement is hereby deleted in its entirety and is
         replaced with the following:

                           ""Borrower" means, Chelsea, Northeast, Kittanning, 
                  Robinson, Chelsea LLC and Parnassos."

                           (ii) The definition of "Borrower Change of Control"
         set forth in Section 1.1 of the Credit Agreement is hereby deleted in
         its entirety and is replaced with the following:

                           ""Borrower Change of Control" means (a) the failure
                  of ACC to (i) own, directly or indirectly, at least 75% of the
                  voting Capital Securities of each Borrower (other than
                  Parnassos), (ii) own, directly or indirectly, at least 662/3%
                  of the voting Capital Securities of Parnassos and (iii)
                  possess, directly or indirectly, the power to direct or cause
                  the direction of the management and policies of each Borrower,
                  whether through ownership of Capital Securities of such
                  Borrower, by contract or otherwise, or (b) the failure of TCI
                  Communications, Inc. (or any successor of TCI Communications,
                  Inc. due solely to its change from a corporation to a limited
                  liability company) to own, directly or indirectly, at least
                  331/3% of the voting Capital Securities of Parnassos."



                                                         2

<PAGE>



                           (iii) The following definition is hereby added to
         Section 1.1 of the Credit Agreement in the appropriate alphabetical
         order:

                           ""Parnassos" means Parnassos, L.P. a Delaware limited
                  partnership.

                  (c) Amendment to Schedules to Credit Agreement. Schedule 4.2
and Schedule 4.14 to the Credit Agreement are hereby deleted in their entirety
and replaced by Schedule 4.2 and Schedule 4.14 attached hereto, respectively.

                  Section 2.        ASSUMPTION

                  Parnassos, jointly and severally with the other Borrowers,
hereby expressly and unconditionally (a) promises to pay, guarantees, ratifies,
assumes and agrees to perform all of the Obligations (whether now existing or
hereafter created) under the Credit Agreement and the other Loan Documents,
including, without limitation, any Obligations outstanding as of the Effective
Date under Sections 2.1, 2.2 and 2.19 of the Credit Agreement, all as if
Parnassos had been an original party to the Credit Agreement and (b) assumes the
obligation to, and guarantees, the due and punctual performance and observance
of all of the obligations to be performed and provisions to be observed by a
"Borrower" under the Credit Agreement and the other Loan Documents. Parnassos
specifically acknowledges and agrees hereby that the foregoing assumptions
pertain to all Obligations (whether now existing or hereafter created) under the
Credit Agreement and the other Loan Documents notwithstanding that a portion of
such Obligations are outstanding as of the Effective Date of this Amendment.

                  Section 3.        REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders parties hereto to enter into this
Amendment, Parnassos and the existing Borrowers hereby jointly and severally
represent and warrant to the Agents and the Lenders as follows:

                  (a) Authorization; No Contravention. The execution, delivery
and performance by Parnassos and each of the existing Borrowers of this
Amendment has been duly authorized by all necessary corporate, limited liability
company and partnership action, as applicable, and does not and will not (i)
contravene the terms of any Charter Documents of any Loan Party, (ii) conflict
with or result in any breach or contravention of, or the creation of any Lien
under, any document evidencing any Contractual Obligation to which any Loan
Party is a party or any order, injunction, writ or decree of any Governmental
Authority to which such Loan Party is a party or its property is subject or
(iii) violate any Requirement of Law.

                  (b) Governmental Authorization. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by Parnassos or any of the existing Borrowers
of this Amendment.



                                                         3

<PAGE>



                  (c) Binding Effect. This Amendment constitutes the legal,
valid and binding obligation of Parnassos and each of the existing Borrowers,
enforceable against each in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws affecting
the enforcement of creditors' rights generally or by equitable principles
relating to enforceability.

                  (d) No Default. No Default or Event of Default exists under
the Loan Documents. As of the date hereof, no Loan Party is in default under or
with respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, could reasonably be expected to have a Material
Adverse Effect, or that would, if such default had occurs after the date hereof,
give rise to an Event of Default under the Credit Agreement.

                  (e) Full Disclosure. As of the date hereof, all information
that has been made available to the Agents or any Lender by or on behalf of
Parnassos or any of the existing Borrowers in connection with the transactions
contemplated herein is, taken together, true and correct in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements maintained
therein not materially misleading in light of the circumstances under which such
statements were made.

                  (f) Representations and Warranties. The representations and
warranties set forth in the Credit Agreement and the other Loan Documents are
true and correct (both as to the existing Borrowers and as to Parnassos) in all
material respects on and as of the date hereof, both before and after giving
effect to this Amendment.

                  Section 4.        CONDITIONS PRECEDENT

                  The effectiveness of this Amendment is subject to the
satisfaction in full of each of the following conditions precedent, each in a
manner satisfactory to the Administrative Agent:

                  (a) Loan Documents. The Administrative Agent shall have
received each of the following, in sufficient number for each Lender, except
where otherwise noted, and in form and substance satisfactory to the
Administrative Agent:

                           (i) this Amendment, duly executed and delivered on
         behalf of each existing Borrowers and Parnassos by one or more
         Responsible Officers as required by such Person's Charter Documents;

                           (ii) Second Amended and Restated Revolving Credit
         Notes, each dated as of the Effective Date, executed and delivered by
         Parnassos in substitution and replacement of the previously outstanding
         Amended and Restated Revolving Credit Notes, which Second Amended and
         Restated Revolving Credit Notes shall be payable to the order of each
         of the Revolving Credit Lenders in the respective appropriate principal
         amounts of each Revolving Credit Lenders' respective Revolving Credit
         Commitment;



                                                         4

<PAGE>



                           (iii) Second Amended and Restated Term Notes, each
         dated as of the Effective Date, executed and delivered by Parnassos, in
         substitution and replacement of the previously outstanding Amended and
         Restated Term Notes, which Second Amended and Restated Term Notes shall
         be payable to the order of each of the Term Loan Lenders in the
         respective appropriate principal amounts of each Term Loan Lenders'
         respective Term Loan Commitments;

                           (iv) an Assignment of Partnership Interests with
         respect to the partnership interests of the Partners in Parnassos,
         dated the Effective Date, duly executed and delivered on behalf of each
         Partner by one or more Responsible Officers as required by each such
         Partner's respective Charter Documents;

                           (v) a Management Subordination Agreement, dated the
         Effective Date, duly executed and delivered on behalf of Parnassos and
         any Managers party to a Management Agreement with Parnassos by one or
         more Responsible Officers of Parnassos and such Managers, as required
         by their respective Charter Documents;

                           (vi) a Supplement to the Affiliate Subordination
         Agreement, dated as of April 12, 1996, among Chelsea, Northeast,
         Kittanning and Robinson/Plum, each Restricted Subsidiary of such
         Persons from time to time party thereto, each Affiliate of such Persons
         and Restricted Subsidiaries (other than any other Borrower or any other
         Restricted Subsidiary) from time to time party thereto and the
         Administrative Agent, dated the Effective Date and duly executed and
         delivered on behalf of Parnassos by one or more Responsible Officers as
         required by its Charter Documents; and

                           (vii) a Supplement to the Intercompany Indebtedness
         Subordination Agreement, dated as of April 12, 1996, by and among
         Chelsea, Northeast, Kittanning and Robinson/Plum, the Restricted
         Subsidiaries of such Persons, and the Administrative Agent, such
         supplement to be dated the Effective Date and duly executed and
         delivered on behalf of Parnassos by one or more Responsible Officers as
         required by its Charter Documents.

                  (b) Related Agreements. The Administrative Agent shall have
received, with a counterpart for each Lender, a complete and correct copy of
each Management Agreement not previously delivered to the Administrative Agent,
duly certified as of the Effective Date as a complete and correct copy thereof,
including all amendments, modifications or assignments thereof, by a Responsible
Officer of the Borrower or Restricted Subsidiary party thereto.

                  (c) Borrowing Certificate. The Administrative Agent shall have
received, with a counterpart for each Lender, a certificate executed by each
Borrower (including Parnassos) by a Responsible Officer of such Borrower (or the
General Partner of such Borrower), dated the Effective Date, substantially in
the form of Exhibit 5.1(d) to the Credit Agreement, with appropriate insertions
and attachments, reasonably satisfactory in form and substance to the
Administrative Agent.



                                                         5

<PAGE>



                  (d) Partnership Proceedings. The Administrative Agent shall
have received, with a counterpart for each Lender, a certificate of a
Responsible Officer of Adelphia Western New York Holdings, L.L.C. ("Adelphia
Western"), dated the Effective Date, certifying that pursuant to the Charter
Documents of Parnassos, Adelphia Western has the power to execute and deliver,
on behalf of Parnassos, and to authorize Parnassos to perform its obligations
pursuant to (i) this Amendment, the Credit Agreement as amended hereby, and each
of the other Loan Document to which Parnassos is a party and (ii) the assumption
of the Obligations contemplated hereunder.

                  (e) Incumbency Certificates. The Administrative Agent shall
have received, with a counterpart for each Lender, a certificate of a
Responsible Officer of each partner of Parnassos, dated the Effective Date, as
to the incumbency and signature of the officers of such partners of Parnassos
executing any Loan Document on behalf of such partners which certificate shall
be in form and substance reasonably satisfactory to the Administrative Agent,
executed by the President or any Vice President and the Secretary or any
Assistant Secretary of the Responsible Officer of such partners.

                  (f) Charter Documents. The Administrative Agent shall have
received, with a counterpart for each Lender, complete and correct copies of the
Charter Documents of Parnassos and of each partner of Parnassos, certified as of
the Effective Date as complete and correct copies thereof, including all
amendments, modifications, revocations, recisions, terminations and assignments,
by a Responsible Officer of each partner of Parnassos.

                  (g)      Legal Opinions.

                           (i) The Administrative Agent shall have received
         within five Business Days of the Effective Date, with a counterpart for
         each Lender, the executed legal opinion of Buchanan Ingersoll
         Professional Corporation, counsel to the Borrowers and the
         Subsidiaries, substantially in the form of Exhibit 5.1(l)(i) to the
         Credit Agreement as such matters apply to Parnassos and its execution,
         delivery and performance of this Amendment, the Credit Agreement as
         amended hereby, and each other Loan Document to which Parnassos is a
         party. Such legal opinion shall cover such other matters incident to
         the transactions contemplated by this Amendment and the Credit
         Agreement as amended hereby as the Administrative Agent may reasonably
         require.

                           (i) The Administrative Agent shall have received,
         with a counterpart for each Lender, an executed legal opinion of Colin
         H. Higgin, Esq., Deputy General Counsel of the Borrowers, substantially
         addressing the matters contained in Exhibit 5.1(l)(ii) to the Credit
         Agreement as such matters apply to Parnassos and its execution,
         delivery and performance of this Amendment, the Credit Agreement as
         amended hereby, and each other Loan Document to which Parnassos is a
         party. Such legal opinion shall cover such other matters incident to
         the transactions contemplated by this Amendment and the Credit
         Agreement as amended hereby as the Administrative Agent may reasonably
         require.


                                                         6

<PAGE>



                  (h) Lien Searches. The Administrative Agent shall have
received the results of a recent search by a Person satisfactory to the
Administrative Agent, of the Uniform Commercial Code, judgment and tax lien
filings which may have been filed with respect to personal property of
Parnassos, and the results of such search shall show no Liens against the
personal property of Parnassos other than Permitted Liens and shall otherwise be
satisfactory to the Administrative Agent.

                  (i) Insurance. The Administrative Agent shall have received
certificates of insurance and other evidence in form and substance satisfactory
to it that all of the requirements of Section 6.5 of the Credit Agreement shall
have been satisfied.

                  (j) Authorization Statement and Transaction Statement. The
Administrative Agent shall have received executed copies of the Authorization
Statement and the Transaction Statement, in the forms attached to the Assignment
of Partnership Interests of the Partners in the referenced above as Exhibit A
and Exhibit B, respectively, each executed by the appropriate Responsible
Officers of the respective parties thereto.

                  (k) UCC Financing Statements. All UCC financing statements
deemed necessary or appropriate by the Administrative Agent to perfect the Liens
in favor of the Administrative Agent for the benefit of the Lenders, duly
executed by the appropriate Loan Party, to be recorded with the appropriate
filing offices.

                  Section 5.        MISCELLANEOUS

                  (a) Ratification and Confirmation of Loan Documents. Each of
the undersigned hereby acknowledge and agree that, except as specifically
amended hereby, the Credit Agreement and other Loan Documents remain in full
force and effect and each of the same are hereby ratified and confirmed, and the
execution and delivery of this Amendment shall not, except as expressly provided
herein, operate as an amendment or waiver of any right, power or remedy of the
Agents or the Lenders under the Credit Agreement or any other Loan Document or
operate as an approval of the terms and conditions of any other agreement of the
Borrowers or any Subsidiary.

                  (b) Headings. Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                  (c) Fees and Expenses. The existing Borrowers and Parnassos
jointly and severally agree to pay on demand all reasonable costs and expenses
of the Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this Amendment and the other Loan Documents described
herein, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Administrative Agent.



                                                         7

<PAGE>



                  (d) APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES.

                  (e) Counterparts. This Amendment may be executed in any number
of counterparts (including by facsimile) and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages (including facsimile signature pages)
may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.


      [Remainder of Page Intentionally Left Blank; Signature Pages Follow]


                                                         8

<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.



                                  CHELSEA COMMUNICATIONS, INC.



                                   By:/s/ James Brown                       
                                   Name:James Brown                         
                                   Title:Vice President                     


                                   NORTHEAST CABLE, INC.



                                   By:/s/ James Brown                        
                                   Name:James Brown                          
                                   Title:Vice President                      


                                   KITTANNING CABLEVISION, INC.



                                   By:/s/ James Brown                       
                                   Name:James Brown                         
                                   Title:Vice President                     


                                   ROBINSON/PLUM CABLEVISION, L.P.

                                   By:      Kittanning Cablevision, Inc.,
                                             its General Partner



                                             By:/s/ James Brown            
                                             Name:James Brown              
                                             Title:Vice President          




                                                         9

<PAGE>



                                   CHELSEA COMMUNICATIONS, LLC

                                   By:      Adelphia Communications Corporation,
                                             its Sole Member



                                            By:/s/ James Brown     
                                            Name:James Brown       
                                            Title:Vice President  


                                 PARNASSOS, L.P.

                                   By:      Adelphia Western New York Holdings,
                                             L.L.C., its general partner

                                   By:      Adelphia Communications
                                             Corporation, its Sole Member



                                             By:/s/ James Brown         
                                             Name:James Brown           
                                             Title:Vice President      




                                                        10

<PAGE>





                               LENDERS AND AGENTS:

                                   TORONTO DOMINION (TEXAS), INC.,
                                   as Managing Agent, Administrative Agent and 
                                   as a Lender



                                   By:/S/ Neva Nesbitt                 
                                   Name:Neva Nesbitt                   
                                   Title:Vice President               



                                   NATIONSBANK, N.A.,
                                   as Managing Agent, Documentation Agent and as
                                    a Lender



                                   By:/s/ Pamela S. Kurtzman          
                                   Name:Pamela S. Kurtzman            
                                   Title:Vice President              



                                   THE CHASE MANHATTAN BANK,
                                   as Managing Agent, Syndication Agent and as 
                                   a Lender



                                   By:/s/ John J. Huber III          
                                   Name:John J. Huber III            
                                   Title:Managing Director          




                                                        11

<PAGE>



                                   THE BANK OF NOVA SCOTIA,
                                   as Managing Agent and as a Lender



                                   By:/s/ Terry K. Fryett           
                                   Name:Terry K. Fryett             
                                   Title:Authorized Signatory      


                                   CIBC INC.,
                                   as Managing Agent and as a Lender



                                   By:/s/ Michele E. Roller             
                                   Name:Michele E. Roller               
                                   Title:Executive Director            


                                   ABN AMRO BANK N.V.



                                   By:/s/ Gregory D. Amoroso
                                   Name:Gregory D. Amoroso              
                                   Title:Group Vice President         




                                   By:/s/ Louis K. McLinden, Jr.      
                                   Name:Louis K. McLinden, Jr         
                                   Title:Vice President              



                                                        12

<PAGE>



                                   FIRST UNION NATIONAL BANK



                                   By:/s/ Mark K Misenheimer         
                                   Name:Mark K. Misenheimer          
                                   Title:Vice President              


                                   BANK OF AMERICA NT & SA



                                   By:/s/ Carl F. Salas              
                                   Name:Carl F. Salas                
                                   Title:Vice President             


                                   BANK OF TOKYO - MITSUBISHI TRUST COMPANY



                                   By:/s/ Emile Elnems              
                                   Name:Emile Elnems:               
                                   Title:Vice President            


                                SOCIETE GENERALE



                                   By:/s/ Elaine Khalil            
                                   Name:Elaine Khalil              
                                   Title:Vice President            



                                   PNC BANK, NATIONAL ASSOCIATION



                                   By:/s/ Jeffrey E. Hauser        
                                   Name:Jeffrey E. Hauser          
                                   Title:Vice President            


                                                        13

<PAGE>





                                   VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME
                                      TRUST



                                   By:/s/ Jeffrey W. Mallet        
                                   Name:Jeffrey W. Mallet          
                                   Title:Senior Vice President and Director


                                   FLEET NATIONAL BANK



                                   By:/s/ Russ J. Lopinto              
                                   Name:Russ J. Lopinto                
                                   Title:Vice President               


                                FLEET BANK, N.A.



                                   By:/s/ Russ J. Lopinto             
                                   Name:Russ J. Lopinto               
                                   Title:Vice President               


                                   THE INDUSTRIAL BANK OF JAPAN, LIMITED



                                   By:/s/ Christian Giordano          
                                   Name:Christian Giordano            
                                   Title:Vice President               



                                   MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.





                                                        14

<PAGE>



                                   By:/s/ Joseph P. Matteo            
                                   Name:Joseph P. Matteo              
                                   Title:Authorized Signatory         


                                   MERRILL LYNCH PRIME RATE PORTFOLIO

                                   By:      Merrill Lynch Asset Management,L.P.,
                                             as Investment Advisor



                                            By:/s/ Joseph P. Matteo       
                                            Name:Joseph P. Matteo         
                                            Title:Authorized Signatory   



                                   BANK OF MONTREAL, CHICAGO BRANCH



                                   By:/s/ Karen Klapper                  
                                   Name:Karen Klapper                    
                                   Title:Director                       


                                   OCTAGON LOAN TRUST

                                   By:      Octagon Credit Investors, as Manager



                                             By:/s/ Andrew D. Gordon       
                                             Name:Andrew D. Gordon         
                                             Title:Managing Director      




                                                        15

<PAGE>



                                   CREDIT LYONNAIS NEW YORK BRANCH



                                   By:/s/ John J. Judge                   
                                   Name:John J. Judge                     
                                   Title:Vice President                  



                                   UNION BANK OF CALIFORNIA, N.A.



                                   By:/s/ Sonia L. Isaacs                
                                   Name:Sonia L. Isaacs                  
                                   Title:Vice President                  



                                   THE SUMITOMO BANK, LIMITED



                                   By:                                  
                                   Name:                                
                                   Title:                               


                                  CRESTAR BANK



                                   By:/s/ Thomas C. Palmer              
                                   Name:Thomas C. Palmer                
                                   Title:Vice President                 




                                                        16

<PAGE>




                                   THE SAKURA BANK, LIMITED



                                   By:/s/Yoshikazu Nagura             
                                   Name:Yoshikazu Nagura              
                                   Title:Vice President                    


                                   COMMERCIAL LOAN FUNDING TRUST I

                                   By: Lehman Commercial Paper Inc., not in its
                                       individual capacity but soley as 
                                       administrative agent


                                       By:/s/ Michele Swanson             
                                       Name:Michele Swanson               
                                       Title:Authorized Sinatory          


                                   ML CBO IV (CAYMAN) LTD.

                                   By:      Highland Capital Management, L.P.
                                             as Collateral Manager



                                            By:/s/ Mark K. Okada CFA     
                                            Name:Mark K. Okada CFA       
                                            Title:Executive Vice President
                                                   Highland Capital Management
                                                   L.P.


                                   SENIOR DEBT PORTFOLIO

                                   By:      Boston Management and Research,
                                             as Investment Advisor



                                             By:/s/ Payson F. Swaffield  
                                             Name:Payson F. Swaffield    
                                             Title:Vice President        


                                                        17

<PAGE>




                                   AERIES FINANCE LTD.



                                   By:/s/ Ian David Moore              
                                   Name:Ian David Moore                
                                   Title:Director                      



                                   CAPTIVA FINANCE LTD.



                                   By:/s/ David Egglishaw              
                                   Name:David Egglishaw                
                                   Title:Director                      



                                   PAMCO CAYMAN LTD.

                                   By:      Protective Asset Management Company,
                                             as Collateral Manager



                                            By:/s/ Mark K. Okada CFA   
                                            Name:Mark K. Okada CFA     
                                            Title:Executive Vice President
                                                   Highland Capital Management 
                                                   L.P.





                                                        18

<PAGE>



                                  SCHEDULE 4.2

                  JURISDICTIONS OF FORMATION AND QUALIFICATION

                         [TO BE COMPLETED BY BORROWERS]


                                                        19

<PAGE>


                                                   SCHEDULE 4.14

                                  SUBSIDIARIES

                         [TO BE COMPLETED BY BORROWERS]



                                                        20

<PAGE>