<PAGE>
                                                                   EXHIBIT 10.1

                           AMENDMENT AND WAIVER NO. 3


                  AMENDMENT AND WAIVER NO. 3, dated as of April 30, 2002 (this
"Amendment"), to the Secured, Super-Priority Debtor in Possession Revolving
Credit Agreement, dated as of November 13, 2001 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and among
CLASSIC CABLE, INC., a Delaware corporation (the "Borrower"), as a debtor and
debtor in possession under Chapter 11 of the Bankruptcy Code, CLASSIC
COMMUNICATIONS, INC., a Delaware corporation (the "Parent Guarantor"), as a
debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, each
Subsidiary of the Borrower party thereto as a guarantor (the "Subsidiary
Guarantors" and together with the Parent Guarantor, the "Guarantors"), each as a
debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, the
financial institutions party thereto as lenders (the "Lenders"), JP Morgan Chase
Bank, as issuer (in such capacity, the "Issuer"), and GOLDMAN SACHS CREDIT
PARTNERS L.P., as the administrative agent for the Lenders and the Issuer (in
such capacity, the "Administrative Agent") and as lead arranger and syndication
agent.

                                   WITNESSETH:

                  WHEREAS, the Borrower has requested that the Lenders waive any
Default or Event of Default arising under Section 9.1(d) of the Credit Agreement
as a result of its failure to comply with Section 5.2 of the Credit Agreement
for month ended December 31, 2001, and the Requisite Lenders have agreed to so
waive any such Default or Event of Default, subject to the terms and conditions
of this Amendment;

                  WHEREAS, the Borrower has requested that the Lenders waive any
Default or Event of Default arising under Section 9.1(a) or (b) of the Credit
Agreement as a result of the Borrower's failure to comply with Section 2.8(d) of
the Credit Agreement prior to the date hereof, and the Requisite Lenders have
agreed to so waive any such Default or Event of Default subject to the terms and
conditions of this Amendment; and

                  WHEREAS, the Borrower and the Lenders have further agreed to
amend Sections 1.1, 2.3(b), 2.8(b), 5.2, 6.1, 7.12, 8.1 and 9.2 and Schedule 1
of the Credit Agreement so as to, among other things (a) amend the definition of
"EBITDA" and reduce the existing minimum EBITDA covenant levels, (b) provide for
additional reporting requirements and affirmative covenants with respect to the
capital raising activities of, and investment and sale alternatives for, the
Borrower (c) permit the Loan Parties to finance certain insurance premiums and
(d) reduce the Revolving Credit Commitments from $30,000,000 to $25,000,000, in
each case subject to the terms and conditions of this Amendment;

                  NOW THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree to the following:

                  1. Defined Terms. Capitalized terms used herein but not
defined herein have the respective meanings ascribed thereto in the Credit
Agreement.

                  2. Amendment. As of the Effective Date (as defined below):

                  (a) Section 1.1 of the Credit Agreement is hereby amended by
adding the following definitions in their proper alphabetical order:

<PAGE>

                  "'Amendment No. 3' means Amendment and Waiver No. 3, dated as
         of April 30, 2002, among the Loan Parties, the Lenders, the Issuer and
         the Administrative Agent."

                  "'Due Diligence Consultant Costs' has the meaning specified in
         Section 7.12(c)."

                  (b) The definition of "EBITDA" in Section 1.1 of the Credit
Agreement is hereby amended by (i) deleting the word "and" immediately after
clause (b)(v) of such definition and adding in lieu thereof the following
phrase: "(vi) any Due Diligence Consultant Costs, (vii) any expenses or
reductions in revenue relating to the Borrower's issuance of customer coupons
during the period from November 1, 2001 through January 31, 2002 and"; (ii)
re-numbering clause (b)(vi) of such definition as clause (b)(viii); (iii)
deleting the word "and" immediately after clause (c)(v) of such definition and
adding in lieu thereof the following phrase: ", (vi) any increases in revenue
relating to the Borrower's issuance of customer coupons during the period from
November 1, 2001 through January 31, 2002, (vii) any channel launch revenues
relating to the National Geographic channel and"; (iv) re-numbering clause
(c)(vi) thereof as clause (c)(viii).

                  (c) Section 2.3(b) of the Credit Agreement is hereby amended
by deleting the word "In" at the beginning thereof and by adding the following
phrase in lieu thereof: "Unless otherwise permitted by the Issuer and the
Administrative Agent, in".

                  (d) Section 2.8(d) of the Credit Agreement is hereby amended
by inserting the word "book" before the word "balance" in each of the three
instances in which it appears in Section 2.8(d).

                  (e) Section 3.2 of the Credit Agreement is hereby amended by
re-lettering paragraph (f) thereof as paragraph (g) and by inserting the
following new paragraph (f) immediately following paragraph (e) thereof:

                  "(f) Deposit Account Balances. The Borrower shall be in
         compliance with Section 2.8(d) both before and after giving effect to
         such Borrowing."

                  (f) Section 5.2 of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:

                  "SECTION 5.2. MINIMUM EBITDA. The Borrower and its
         consolidated Subsidiaries will have (i) EBITDA for the one-month period
         ending January 31, 2002 of not less than $1,700,000, (ii) EBITDA for
         the two-month period ending February 28, 2002 of not less than
         $3,400,000 and (iii) as of the last day of each month set forth below,
         EBITDA for the three-month period ending on such day of not less than
         the following:


                                        2
<PAGE>

<Table>
<Caption>
 PRE-EXTENSION DATE:
<S>                             <C>
      March 2002                $5,300,000
      April 2002                $5,700,000
        May 2002                $6,200,000
       June 2002                $7,300,000
       July 2002                $7,900,000
     August 2002                $8,600,000
  September 2002                $9,200,000
    October 2002                $9,700,000
</Table>

<Table>
<Caption>
 POST-EXTENSION DATE:
<S>                            <C>
    November 2002              $10,100,000
    December 2002              $10,500,000
     January 2003              $10,500,000
</Table>

                  (g) Section 6.1 of the Credit Agreement is hereby amended by
adding the following new clauses (j) and (k):

                  "(j) Capital Raising Activities.

                           (i) A bi-weekly report delivered to the
                  Administrative Agent identifying the Persons who have
                  expressed to the Borrower a bona-fide interest in investing in
                  the Loan Parties or acquiring a material portion of the Loan
                  Parties' assets and, with respect to each such Person, (A)
                  whether such Person has signed, or has been asked to sign, a
                  confidentiality agreement with the Borrower, (B) whether such
                  Person has met with the Borrower or any of its advisors or has
                  been provided any information about the Loan Parties, (C)
                  whether such Person has made any proposals to invest in the
                  Loan Parties and (D) written copies of any proposals received
                  by the Borrower from such Person, in each case subject to, and
                  to the extent permitted under, the applicable confidentiality
                  agreement or proposal.


                                        3
<PAGE>

                           (ii) A bi-weekly report delivered to the
                  Administrative Agent identifying the Persons who the cable
                  systems broker described in Section 7.12(d), in connection
                  with any proposed sale of one or more of the Loan Parties'
                  cable systems to a third party, has contacted or who have
                  expressed to the Borrower a bona-fide interest in purchasing
                  one or more of the Loan Parties' cable systems and, with
                  respect to each such Person, (A) whether such Person has
                  signed, or has been asked to sign, a confidentiality agreement
                  with the Borrower, (B) whether such Person has met with the
                  Borrower or any of its advisors or has been provided any
                  information about the Loan Parties and the status of the due
                  diligence being performed, or anticipated to be performed, by
                  such Person, (C) whether such Person has made any proposals to
                  purchase one or more of the Loan Parties' cable systems and
                  (D) written copies of any proposals received by the Borrower
                  from such Person, in each case subject to, and to the extent
                  permitted under, the applicable confidentiality agreement or
                  proposal.

                  (k) Capital and Marketing Expenditures. Each month, a report
         delivered to the Administrative Agent detailing (i) the Capital
         Expenditures made or proposed to be made by the Borrower or any of the
         Guarantors and the nature of such Capital Expenditures (e.g., for
         upgrades, picture improvements, etc.) and (ii) the marketing
         expenditures made or proposed to be made by the Borrower or any of the
         Guarantors, including, without limitation, who such expenditures are
         targeting, and an estimate of such expenditures for the year to date."

                  (h) Article VII of the Credit Agreement is hereby amended by
adding the following new Section 7.12:

                           "SECTION 7.12. INVESTMENT AND SALE ALTERNATIVES. The
                  Borrower shall:

                           (a) (i) respond to all solicitations from prospective
                  investors who have expressed to the Borrower a bona-fide
                  interest in investing in the Loan Parties or acquiring a
                  material portion of the Loan Parties' assets, subsequent to
                  the execution of a confidentiality agreement, by cooperating
                  with and granting access to such prospective investors to the
                  Company and its management in connection with such prospective
                  investors' due diligence review and (ii) on or before August
                  1, 2002, complete a comprehensive offering memorandum and
                  provide a written copy to the Administrative Agent.

                            (b) [Information omitted and filed separately with
                  the Securities and Exchange Commission pursuant to Rule 24b-2
                  of the Securities Exchange Act of 1934, as amended.]


                                        4
<PAGE>

                            (c) Pay up to $150,000 in reasonable fees, costs and
                  expenses (the 'Due Diligence Consultant Costs') incurred by
                  Ned Lamont subject to that certain reimbursement agreement (to
                  be agreed upon by the Borrower and Mr. Lamont); provided that
                  (i) the Borrower shall use its reasonable best efforts to
                  enter into such reimbursement agreement with Mr. Lamont, (ii)
                  the Bankruptcy Court approves the payment of such fees, costs
                  and expenses and (iii) Due Diligence Consultant Costs shall be
                  included in the Budget approved by the Administrative Agent
                  pursuant to Section 6.1(e);

                           (d) (i) Within 30 days after the Effective Date,
                  subject to the approval of the Bankruptcy Court, retain a
                  cable systems broker reasonably acceptable to the
                  Administrative Agent that will use its best efforts to
                  identify potential buyers for the Loan Parties' small cable
                  systems listed on Schedule 1 to Amendment No. 3 or any other
                  cable systems identified by the Board of Directors;

                           (e) Make its senior executives and other employees
                  and its professional advisors available to participate in a
                  meeting with the Lenders and their professional advisors no
                  later than April 15, 2002; and

                           (f) [Information omitted and filed separately with
                  the Securities and Exchange Commission pursuant to Rule 24b-2
                  of the Securities Exchange Act of 1934, as amended.]

                  (i) Section 8.1 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (g) thereof, (ii) by
re-designating clause (h) thereof as clause (i) and (iii) by adding the
following new clause (h):

                  "(h) Indebtedness owed to AFCO Premium Credit LLC arising in
                  connection with the financing of the insurance premiums of the
                  Loan Parties."

                  (j) (i) Section 8.2 of the Credit Agreement is hereby amended
by (i) deleting the word "and" at the end of clause (f) thereof, (ii) by
re-designating clause (g) thereof as clause (h) and (iii) by adding the
following new clause (g):

                           "(g) Liens in favor of AFCO Premium Credit LLC on
                  unearned premiums and dividends and the amounts payable under
                  any financing agreement arising in connection with the
                  financing of the insurance premiums of the Loan Parties."

                  (k) Section 9.1(d) of the Credit Agreement is hereby amended
and restated in its entirety as follows:

                           "(d) Any Loan Party shall fail to perform or observe
                  (i) any term, covenant or agreement contained in Article V,
                  Section 6.1, 6.2, 7.1, 7.6, 7.9 or 7.11 or Article VIII, (ii)
                  any term, covenant or agreement contained in Section 2.8(d) if
                  such failure under this clause (ii) shall remain unremedied
                  for five


                                        5
<PAGE>
                  days after the earlier of the date on which (A) a Responsible
                  Officer of any Loan Party or any Subsidiary thereof becomes
                  aware of such failure or (B) written notice thereof shall have
                  been given to the Borrower by the Administrative Agent or any
                  Lender or (iii) any other term, covenant or agreement
                  contained in this Agreement or in any other Loan Document if
                  such failure under this clause (iii) shall remain unremedied
                  for 30 days after the earlier of the date on which (A) a
                  Responsible Officer of any Loan Party or any Subsidiary
                  thereof becomes aware of such failure or (B) written notice
                  thereof shall have been given to the Borrower by the
                  Administrative Agent or any Lender; provided, however, that
                  failure to perform under Section 6.12(b) shall not be deemed
                  an Event of Default hereunder;"

                  (l) The Credit Agreement is hereby amended by adding the
following new Section 13.18

                           SECTION 13.18. TREATMENT OF CERTAIN INFORMATION;
                  CONFIDENTIALITY.

                           (a) The Borrower and the other Loan Parties
                  acknowledge that from time to time financial advisory,
                  investment banking and other services may be offered or
                  provided to the Borrower or one or more of its Subsidiaries
                  (in connection with this Agreement or otherwise) by any
                  Lender, or by one or more Subsidiaries or Affiliates of such
                  Lender and the Borrower and each Loan Party hereby authorizes
                  each Lender to share any information delivered to such Lender
                  by the Borrower and its Subsidiaries pursuant to this
                  Agreement, or in connection with the decision of such Lender
                  to enter into this Agreement, to any such Subsidiary or
                  Affiliate, it being understood that any such Subsidiary or
                  Affiliate receiving such information shall be bound by the
                  provisions of clause (b) below as if it were a Lender
                  hereunder. Such authorization shall survive the repayment of
                  the Loans, the expiration of the Letters of Credit and the
                  termination of the Commitments.

                           (b) Each Lender, the Issuer and the Administrative
                  Agent agrees (on behalf of itself and each of its Affiliates,
                  directors, officers, employees and representatives) to use
                  reasonable precautions to keep confidential, in accordance
                  with their customary procedures for handling confidential
                  information of the same nature and in accordance with safe and
                  sound banking practices, any non-public information supplied
                  to it by the Borrower or any other Loan Party pursuant to this
                  Agreement or any of the other Loan Documents that is
                  identified by the Borrower as being confidential at the time
                  the same is delivered to the Lenders, the Issuer or the
                  Administrative Agent, provided that nothing herein shall limit
                  the disclosure of any such information (i) to the extent
                  required by statute, rule, regulation or judicial process,
                  (ii) to counsel for any of the Lenders, the Issuer or the
                  Administrative Agent, (iii) to bank examiners or other
                  regulatory authorities, auditors or accountants, (iv) to the


                                        6
<PAGE>

                  Administrative Agent, the Issuer or any other Lender, (v) in
                  connection with any litigation to which any one or more of the
                  Lenders, the Issuer or the Administrative Agent is a party,
                  (vi) to a subsidiary or Affiliate of such Lender as provided
                  in clause (a) above or (vii) to any assignee or participant
                  (or prospective assignee or participant), and provided further
                  that in no event shall any Lender, the Issuer or the
                  Administrative Agent be obligated or required to return any
                  materials furnished by the Borrower or any other Loan Party.

                  (m) Schedule 1 to the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:

<Table>
<Caption>
                Lender                            Revolving Credit Commitment
                ------                            ---------------------------
<S>                                               <C>
Goldman Sachs Credit Partners L.P.                     $ 3,333,333.33
SRV-Highland Inc.                                        2,916,666.67
Senior Debt Portfolio                                    2,500,000.00
TRSI LLC                                                 5,833,333.33
Heller Financial, Inc.                                   1,666,666.67
JPMorgan Chase Bank                                      1,666,666.67
Debt Strategies Fund, Inc.                               2,500,000.00
Senior High Income Portfolio, Inc.                         833,333.33
Merrill Lynch Senior Floating Rate Fund, Inc.            1,250,000.00
North American Senior Floating Rate Fund, Inc.             833,333.33
The Travelers Insurance Company                          1,666,666.67
                                                       --------------
     Total                                             $25,000,000.00
                                                       ==============
</Table>

                  3. Waiver.

                  (a) As of the Effective Date (as defined below), the Requisite
Lenders hereby waive any Default or Event of Default arising under Section
9.1(d) of the Credit Agreement as a result of the Borrower's failure to comply
with Section 5.2 of the Credit Agreement for the months ended December 31, 2001
through March 31, 2002.

                  (b) As of the Effective Date (as defined below), the Requisite
Lenders hereby waive any Default or Event of Default arising under Section
9.1(a) or (b) of the Credit Agreement as a result of the Borrower's failure to
comply with Section 2.8(d) of the Credit Agreement prior to the Effective Date.

                  (c) As of the Effective Date (as defined below), the Requisite
Lenders hereby waive any Default or Event of Default arising under Section
9.1(d) of the Credit Agreement as a result of the Borrower's failure to comply
with Section 6.1(a) and (d) of the Credit Agreement for January 2002.


                                        7
<PAGE>

                  4. Representations and Warranties. Each Loan Party hereby
represents and warrants that (a) this Amendment has been duly authorized,
executed and delivered by such party, (b) assuming the effectiveness of this
Amendment, no Default or Event of Default has occurred and is continuing on and
as of the date hereof and (c) the representations and warranties of each of the
Loan Parties contained in the Credit Agreement and the other Loan Documents are
true and correct on and as of the date hereof as if made on and as of the date
hereof other than as referred to herein, except to the extent such
representations and warranties expressly relate to a different specific date.

                  5. Reference to and Effect on the Credit Agreement. Except as
specifically amended or waived herein, the Credit Agreement shall remain in full
force and effect and is hereby ratified and confirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as an amendment, waiver or modification of any right, power or
remedy of the Administrative Agent, the Issuer or the Lenders under any of the
Loan Documents, nor constitute an amendment, waiver or modification of any other
provisions of the Loan Documents. This Amendment shall be a Loan Document for
the purposes of the Credit Agreement and the other Loan Documents.

                  6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                  7. Effectiveness. This Amendment shall become effective as of
the date (the "Effective Date") when (a) the Administrative Agent shall have
received copies hereof which, when taken together, bear the signatures of each
of the Borrower, the Guarantors, the Administrative Agent and the Requisite
Lenders and (b) this Amendment is approved by the Bankruptcy Court; provided,
however, that Sections 2(i) and (j) and 3 of this Amendment shall become
effective when the condition precedent described in clause (a) above is
satisfied.

                  8. Fees, Costs and Expenses.

                  (a) On the Effective Date, the Borrower shall pay to the
Administrative Agent an administrative fee of $150,000.

                  (b) On the Effective Date, the Borrower shall pay to the
Administrative Agent for the benefit of the consenting Lenders a fee in an
amount equal to 0.5% of the Revolving Credit Commitments (as amended by this
Amendment), which fee will be distributed promptly by the Administrative Agent
to the Lenders on a pro rata basis.

                  (c) The Borrower agrees to pay on demand in accordance with
the terms of Section 13.3 of the Credit Agreement all costs and expenses of the
Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Amendment, including the reasonable fees and expenses of
counsel for the Administrative Agent with respect thereto.

                  9. Counterparts and Headings. This Amendment may be executed
in two or more counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one contract. Delivery of an
executed signature page of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof. The headings of
this Amendment are for convenience of reference only, are not part of this
Amendment and are not to affect the construction of, or to be taken into
consideration interpreting, this Amendment.


                                        8
<PAGE>

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


                                       GOLDMAN SACHS CREDIT PARTNERS
                                         L.P., as Administrative Agent and as a
                                         Lender

                                       By:      /s/ Bruce Mendelsohn
                                                -------------------------------
                                                Name:  Bruce Mendelsohn
                                                Title: Authorized Signatory

                                       JPMORGAN CHASE BANK, as Issuer and
                                         as a Lender

                                       By:      /s/ Michael Lancia
                                                -------------------------------
                                                Name: Michael Lancia
                                                Title: Vice President

                                       LENDER:

                                       BLUE SQUARE FUNDING SERIES 3
                                       (Type or Print Name of Institution)

                                       By: Deutsche Bank Trust Company
                                       Americas, f/k/a Bankers
                                       Trust Co.

                                       By:      /s/ Jennifer Bohannon
                                                --------------------------------
                                                Name: Jennifer Bohannon
                                                Title: Assistant Vice President


                                       LENDER:

                                       SENIOR DEBT PORTFOLIO
                                       (Type or Print Name of Institution)

                                       By:  Boston Management and Research, as
                                       Investment Advisor

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


                                        9
<PAGE>


                                       LENDER:

                                       EATON VANCE SENIOR INCOME TRUST
                                       (Type or Print Name of Institution)

                                       By: Eaton Vance Management, as Investment
                                           Advisor

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


                                       LENDER:

                                       EATON VANCE INSTITUTIONAL
                                       (Type or Print Name of Institution)

                                       By: Eaton Vance Management, as Investment
                                       Advisor

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

                                       LENDER:

                                       OXFORD STRATEGIC INCOME FUND
                                       (Type or Print Name of Institution)

                                       By: Eaton Vance Management, as Investment
                                           Advisor

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

                                       LENDER:

                                       GRAYSON & CO
                                       (Type or Print Name of Institution)

                                       By: Boston Management and Research, as
                                       Investment Advisor

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


                                       10
<PAGE>

                                       LENDER:

                                       HELLER FINANCIAL, INC.
                                       (Type or Print Name of Institution)


                                       By:      /s/ Karl E. Kieffer
                                                -------------------------------
                                                Name: Karl E. Kieffer
                                                Title: Duly Authorized Signatory


                                       LENDER:

                                       HIGHLAND LEGACY LIMITED
                                       (Type or Print Name of Institution)

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

                                       By:      /s/ Louis Koven
                                                -------------------------------
                                                Name: Louis Koven
                                                Title: Executive Vice
                                                       President-CFO


                                       LENDER:

                                       SRV-HIGHLAND, INC.
                                       (Type or Print Name of Institution)

                                       By:      /s/ Ann E. Morris
                                                --------------------------
                                                Name:  Ann E. Morris
                                                Title: Asst. Vice President


                                       LENDER:

                                       DEBT STRATEGIES FUND, INC.
                                       (Type or Print Name of Institution)

                                       By:      /s/ Andrew C.Liggid
                                                -------------------------------
                                                Name: Andrew C. Liggid
                                                Title: Authorized Signatory


                                       LENDER:

                                       SENIOR HIGH INCOME PORTFOLIO, INC.
                                       (Type or Print Name of Institution)

                                       By:      /s/ Andrew C. Liggid
                                                -------------------------------
                                                Name: Andrew C. Liggid
                                                Title: Authorized Signatory


                                       11
<PAGE>


                                       LENDER:

                                       MERRILL LYNCH SENIOR FLOATING RATE
                                         FUND, INC.
                                       (Type or Print Name of Institution)

                                       By:      /s/ Andrew C. Liggid
                                                -------------------------------
                                                Name: Andrew C. Liggid
                                                Title: Authorized Signatory


                                       LENDER:

                                       MORGAN STANLEY SENIOR FUNDING, INC.
                                       (Type or Print Name of Institution)

                                       By:      /s/ James Morgan
                                                -------------------------------
                                                Name: James Morgan
                                                Title: Vice President


                                       LENDER:

                                       SUN AMERICAN SENIOR FLOATING RATE FUND
                                         INC.
                                       (Type or Print Name of Institution)

                                       By: Stanfield Capital Partners LLC, as
                                       Subadvisor

                                       By:      /s/ Gregory L. Smith
                                                -------------------------------
                                                Name: Gregory L. Smith
                                                Title: Partner


                                       LENDER:

                                       THE TRAVELERS INSURANCE COMPANY
                                       (Type or Print Name of Institution)

                                       By:      /s/ Pamela Westmoreland
                                                -------------------------------
                                                Name: Pamela Westmoreland
                                                Title: Investment Officer


                                       12
<PAGE>


                                       LENDER:

                                       TRSI LLC
                                       (Type or Print Name of Institution)

                                       By:      /s/ Rosemary F. Dunne
                                                -------------------------------
                                                Name: Rosemary F. Dunne
                                                Title: Attorney-in-Fact


                                       13
<PAGE>


Acknowledged and Agreed to as of
April 30, 2002 by:


CLASSIC CABLE, INC., AS BORROWER


By:      /s/ Dale R. Bennett
         ---------------------------
         Name:  Dale R. Bennett
         Title: President


CLASSIC COMMUNICATIONS, INC., as
  Parent Guarantor


By:      /s/ Dale R. Bennett
         ---------------------------
         Name:  Dale R. Bennett
         Title: President


CALLCOM 24, INC.
CLASSIC CABLE HOLDING, INC.
CLASSIC CABLE OF OKLAHOMA, INC.
CLASSIC TELEPHONE, INC.
CORRECTIONAL CABLE TV, INC.
FRIENDSHIP CABLE OF ARKANSAS,
  INC.
FRIENDSHIP CABLE OF TEXAS, INC.
TELEVISION ENTERPRISES, INC.
UNIVERSAL CABLE
  COMMUNICATIONS, INC.
UNIVERSAL CABLE HOLDINGS, INC.
UNIVERSAL CABLE MIDWEST, INC.
UNIVERSAL CABLE OF BEAVER
  OKLAHOMA, INC.
W.K. COMMUNICATIONS, INC.
WT ACQUISITION CORPORATION,
  each as a Subsidiary Guarantor


By:      /s/ Dale R. Bennett
         ---------------------------
         Name:  Dale R. Bennett
         Title: President


                                       14