Exhibit 10.1


 


FOURTH AMENDED AND RESTATED CREDIT

AND GUARANTY AGREEMENT


 


FOURTH AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
(this “Amended and Restated DIP Credit
Agreement”), dated as of March 17, 2006 among UCA LLC, CENTURY CABLE
HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC,
PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT
HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA
CABLEVISION, LLC, as BORROWERS, the GUARANTORS listed on Annex B hereto,
each of which (other than the Guarantors listed on Schedule 3.05 hereto)
is a debtor and debtor-in-possession in a case pending under chapter 11 of the
Bankruptcy Code, each of the FINANCIAL INSTITUTIONS from time to time party
hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL
MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP
GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH
AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication
Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC
CAPITAL CORPORATION, as Co-Documentation Agents.


 


W I T N E S S E T H :


 


WHEREAS,
certain of the parties hereto have heretofore entered into that certain Third Amended
and Restated Credit and Guaranty Agreement, dated as of February 25, 2005 (as
amended and in effect immediately prior to the effectiveness of this Amended
and Restated DIP Credit Agreement, the “Existing DIP Credit
Agreement”); and


 


WHEREAS, the
parties hereto desire to amend and restate the Existing DIP Credit Agreement in
its entirety to read as set forth in the Existing DIP Credit Agreement with the
amendments specified below.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


Section 1.               Amendment
and Restatement of Existing DIP Credit Agreement. The parties hereto hereby agree that upon their execution and
delivery of this Amended and Restated DIP Credit Agreement and subject to the
other terms and conditions set forth herein, including the terms and conditions
set forth in Section 30 hereof with respect to the effectiveness of this
Amended and Restated DIP Credit Agreement, the Existing DIP Credit Agreement
shall be amended and restated in its entirety and that from and after the
Restatement Effective Date (as defined in Section 30 below), the terms and conditions set forth in the
Existing DIP Credit Agreement, after giving effect to the amendments to the
terms and conditions thereof that are set forth herein, which terms and
conditions are incorporated by reference herein and form a part hereof, shall
be


 

















 


the terms and conditions of
this Amended and Restated DIP Credit Agreement and shall be binding upon all
parties hereto, subject to the terms hereof.


 


Section 2.               Defined
Terms; References. Unless otherwise specifically defined herein, each
term used herein which is defined in the Existing DIP Credit Agreement has the
meaning assigned to such term in the Existing DIP Credit Agreement. Each
reference to “hereof”, “hereunder”, “herein” and “hereby” and each other
similar reference and each reference to “this Agreement” and each other similar
reference contained in the Existing DIP Credit Agreement shall, after the
Restatement Effective Date, refer to this Amended and Restated DIP Credit
Agreement.


 


Section 3.               Certain
New Definitions. (a)  Section
1.01 of the Existing DIP Credit Agreement is hereby amended by adding the
following definitions in alphabetical order to said Section 1.01:


 


“Cost Allocation Triggering
Event” shall mean the delivery by the Parent to the Co-Lead
Arrangers of a written notice certifying to the Co-Lead Arrangers that the
Bankruptcy Court has entered an order approving a new methodology with respect
to the allocation of certain costs and expenses, including, without limitation,
high speed internet costs and expenses, workers’ compensation costs and
expenses and reorganization costs and expenses, among the various Borrower
Groups, provided that the Cost Allocation
Triggering Event shall only be deemed to have occurred if the new methodology
referred to herein is reasonably satisfactory to the Co-Lead Arrangers.


 


“First Amended and Restated
Credit and Guaranty Agreement” shall have the meaning set forth in
the Introductory Statement.


 


“Intercompany Funding Transactions” shall mean
all or any portion of the following transactions:


 


(i)            each
Borrower listed on Schedule 1.01 hereto (such Borrowers being hereinafter
collectively referred to as the “Participating
Borrowers” and, each, a “Participating Borrower”)
shall after the date of this Agreement, in one or more instances, (x) make a
Borrowing in the form of a Loan in accordance with the terms set forth in this Agreement,
(y) use available cash on hand of such Participating Borrower and/or the other
Loan Parties in the Borrower Group of such Participating Borrower or (z)
undertake a combination of clauses (x) and (y), in an amount (with respect to
clauses (x), (y) and (z) in the aggregate) up to (1) with respect to loans to
the Parent described in clause (ii) below, the amount set forth opposite the
name of such Participating Borrower under the heading “Parent Loan Amount”


 


2

















 


in Schedule 1.01 attached hereto (collectively, the “Parent Loan Amounts”) and (2) from and after the occurrence
of the Cost Allocation Triggering Event, with respect to loans to the Holding
Company Guarantors described in clause (v) below, the amount set forth opposite
the name of such Participating Borrower under the heading “HCG Loan Amount” in
Schedule 1.01 attached hereto (collectively, the “HCG Loan
Amounts”);


 


(ii)           each
Participating Borrower shall, in one or more instances as requested by the
Parent, use all such Parent Loan Amounts to make a loan to the Parent (each, a “Parent Loan”), it being agreed that (A)
from and after the effective date of each Parent Loan through but excluding the
date that such Parent Loan is repaid by the Parent in full, such Parent Loan
shall bear interest at the rate equal to the weighted average interest rate of
the Loans made to such Participating Borrower under the terms of this Agreement
with such weighted average interest rate being reset on a monthly basis (or,
with respect to any Participating Borrower that does not have Loans outstanding
under this Agreement, at a rate equal to the weighted average interest rate,
reset on a monthly basis, applicable to the Parent Loans made by all
Participating Borrowers that have Loans outstanding under this Agreement) and
(B) notwithstanding any terms of this Agreement to the contrary, including
without limitation Section 6.10(d) and Section 6.13 hereof, the aggregate
principal amount of each Parent Loan, together with all accrued and unpaid
interest thereon, shall not be repaid by the Parent until its Specified Payment
Date;


 


(iii)          the
Parent, upon receipt of the proceeds from each Parent Loan, and in one or more
instances, may loan (each, a “Seven A Loan”)
up to $30,000,000 in the aggregate (with respect to all such Seven A Loans) to the
Joint and Several Borrower, it being agreed that (A) notwithstanding any terms
of this Agreement to the contrary, including without limitation Section 2.14 hereof
(and any related definitions referenced therein), the receipt of such proceeds
by the Joint and Several Borrower shall not constitute a Reduction Event for
purposes of this Agreement, including Section 2.14 hereof, and, accordingly,
neither the Joint and Several Borrower nor any other Loan Party in the Joint
and Several Borrower Group shall be required to apply any such proceeds to
repay any Indebtedness outstanding under this Agreement, (B) from and after the
effective date of each such Seven A Loan through but excluding the date that
such Seven A Loan is repaid by the Joint and Several Borrower in full, such
Seven A Loan shall bear interest at the rate equal to the weighted average
interest rate, reset on a monthly basis, of all Parent Loans that were made to
the


 


3

















 


Parent the proceeds from which were used to make such Seven A Loan and
(C) notwithstanding any terms of this Agreement to the contrary, including
without limitation Section 6.10(d) and Section 6.13 hereof, the aggregate
principal amount of each Seven A Loan, together with all accrued and unpaid
interest thereon, shall not be repaid by the Joint and Several Borrower until
its Specified Payment Date;


 


(iv)          the
Parent may use the proceeds of each Parent Loan (A) to make one or more loans
to the Joint and Several Borrower, subject to the terms of clause (iii) immediately
above and (B) for other general corporate purposes; and the Joint and Several
Borrower may use the proceeds of each Seven A Loan to make capital expenditures
for shared services and for other general corporate purposes;


 


(v)           from
and after the occurrence of the Cost Allocation Triggering Event, each
Participating Borrower shall, in one or more instances, use its HCG Loan
Amounts to make a loan to one or more Holding Company Guarantors (each, an “HCG Loan”), it being agreed that (A) from
and after the effective date of each HCG Loan through but excluding the date
that such HCG Loan is repaid by the applicable Holding Company Guarantor in
full, such HCG Loan shall bear interest at the rate equal to the weighted
average interest rate, reset on a monthly basis, of the Loans made to such
Participating Borrower under the terms of this Agreement (or, with respect to
any Participating Borrower that does not have Loans outstanding under this
Agreement, at a rate equal to the weighted average interest rate, reset on a
monthly basis, applicable to the HCG Loans made by all Participating Borrowers
that have Loans outstanding under this Agreement) and (B) notwithstanding any
terms of this Agreement to the contrary, including without limitation Section
6.10(d) and Section 6.13 hereof, the aggregate principal amount of each HCG
Loan, together with all accrued and unpaid interest thereon, shall not be
repaid by the applicable Holding Company Guarantor until its Specified Payment
Date; and


 


(vi)          each
Holding Company Guarantor shall use the proceeds from each HCG Loan to make
payments to Loan Parties in certain Borrower Groups in accordance with the new
cost allocation methodology and Bankruptcy Court order referred to in the
definition of “Cost Allocation Triggering Event”.


 


“New DIP Budget” shall mean with respect
to the Parent and each Borrower Group, the budget covering the period from
January 1, 2006 through December 31, 2006, in form and substance reasonably
satisfactory to the Co-Lead Arrangers, that was delivered by the Loan Parties
to the


 


4

















 


DIP Lenders in connection with the
consummation of the transactions contemplated by this Agreement.


 


“Prior DIP Budget” shall mean with
respect to the Parent and each Borrower Group, the budget covering the period
from January 1, 2005 through March 31, 2006, that was delivered by the Loan
Parties to the DIP Lenders in connection with the consummation of the transactions
contemplated by the Existing Credit and Guaranty Agreement.


 


“Specified Funding Transaction” shall
have the meaning set forth in Amendment No. 13 to the First Amended and
Restated Credit and Guaranty Agreement.


 


“Specified Payment Date” shall mean with
respect to any Loan Party, the earlier of (i) the effective date of such Loan
Party’s plan of reorganization under chapter 11 of the Bankruptcy Code and (ii)
the date on which such Loan Party’s Case is dismissed or converted to a case
under chapter 7 of the Bankruptcy Code.


 


(b)           The
Existing DIP Credit Agreement is hereby amended by adding the schedule attached
hereto as Schedule 1.01 as Schedule 1.01 thereto.


 


Section 4.               Certain
Amended and Restated Definitions. (a) 
Section 1.01 of the Existing DIP Credit Agreement is hereby amended by
amending and restating the following definitions in their entirety as follows:


 


“Agreement” shall mean this Fourth
Amended and Restated Credit and Guaranty Agreement, dated as of March 17, 2006,
as the same may from time to time be further amended, modified or supplemented.


 


“Applicable
L/C Fee Rate” shall mean a rate per annum equal to 2.00%.


 


“Applicable
Margin” shall mean, on any date, (i) with respect to any Eurodollar
Loan, a rate per annum equal to 2.00%, and
(ii) with respect to any ABR Loan, a rate per annum equal to 1.00%.


 


“Borrowing Limit” shall mean, at any
time, (i) prior to the occurrence of the Cost Allocation Triggering Event, and
with respect to any Borrower, the amount set forth opposite the applicable
Borrower’s name under the heading “Initial Borrowing Limits” in Part I of Annex
E attached hereto and (ii) from and after the occurrence of the Cost
Allocation Triggering Event, and with respect to any Borrower, the amount set
forth opposite the applicable Borrower’s name under the heading “Final
Borrowing Limits” in Part I of Annex E attached hereto (net of any
reductions made to its “Initial Borrowing Limit” pursuant to Section 2.14
following the date hereof and prior to the occurrence of the


 


5

















 


Cost Allocation Triggering Event), in each
case as reduced from time to time pursuant to Sections 2.11 and 2.14 or as
amended from time to time in accordance with Section 10.10 below pursuant to an
amendment entered into by the Loan Parties and the requisite DIP Lenders. The
DIP Lenders and the Agents hereby acknowledge and agree that the change in the
Borrowing Limits of the applicable Borrower contemplated hereby upon the
occurrence of the Cost Triggering Event shall occur automatically once the
requirements set forth in the definition of Cost Allocation Triggering Event
have been satisfied, and that the change in such Borrowing Limits shall not be
deemed an amendment to this Agreement and shall not require the consent or
approval of the DIP Lenders or any Agent hereunder, notwithstanding any term
contained herein to the contrary, it being understood and agreed that any other
change in the Borrowing Limits (other than those expressly contemplated in Part
I of Annex E hereto upon the occurrence of the Cost Allocation
Triggering Event and those otherwise permitted under the terms of this
Agreement) shall require the consent of the requisite DIP Lenders on the terms
set forth herein. Notwithstanding anything contained herein to the contrary, in
no event, including upon the occurrence of the Cost Allocation Triggering
Event, shall (A) the Borrowing Limit of a Borrower hereunder be reduced to an
amount below the then Outstanding Exposure of the Borrower Group of such
Borrower or (B) the Borrowing Limit of a Borrower hereunder be reduced to an amount
that would cause the Letter of Credit Outstandings of such Borrower to exceed
such Borrower’s Letter of Credit Sublimit.


 


“Current SEC Reports” means each
periodic or current report filed by the Parent with the United States
Securities and Exchange Commission on or after March 28, 2002 and prior to the Closing
Date, including, without limitation, the Parent’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2004, which was filed by the Parent with
the United States Securities and Exchange Commission on October 5, 2005.


 


“Intellectual Property Schedule” shall
have the meaning set forth in Section 3.12.


 


“Letter of
Credit Sublimit” shall mean, at any time, with respect to any
Borrower, the lesser of (i) the amount set forth opposite the applicable
Borrower’s name in Annex F attached hereto and (ii) such Borrower’s
Borrowing Limit at such time.


 


“Maturity Date” shall mean August 7,
2006; provided, that if the transactions
contemplated by each of (a) that certain Asset Purchase Agreement, dated as of
April 20, 2005, by and between the Parent and Time Warner NY Cable LLC and (b)
that certain Asset Purchase Agreement, dated as of April 20, 2005, by and
between the Parent and


 


6

















 


Comcast Corporation, shall not have been
consummated on or before August 7, 2006 due solely to the fact that any
governmental approvals in respect of antitrust matters have not been obtained
(or, if previously obtained, have been revoked) on or prior to such date, upon
receipt by the Co-Lead Arrangers of written notice from the Parent that all
such transactions have not been (or will not be) consummated on or prior to
such date due to the limited reason set forth immediately above, the Maturity
Date shall be extended to November 7, 2006; provided, further, that the DIP Lenders and the Agents hereby
acknowledge and agree that (a) the change of the Maturity Date contemplated by
the foregoing proviso shall occur automatically upon the delivery by the Parent
to the Co-Lead Arrangers of such written notice and (b) such change in the
Maturity Date shall not be deemed an amendment to this Agreement and shall not
require the consent or approval of the DIP Lenders or any Agent hereunder,
notwithstanding any term contained herein to the contrary, it being understood
and agreed that any other change in the Maturity Date (other than as expressly
contemplated by the foregoing proviso) shall require the consent of the
requisite DIP Lenders on the terms set forth herein.


 


(b)           Part
I of Annex E to the Existing DIP Credit Agreement is hereby replaced in
its entirety by Part I of Annex E attached hereto.


 


(c)           Annex
F to the Existing DIP Credit Agreement is hereby deleted in its entirety
and replaced with Annex F attached hereto.


 


Section 5.               Certain
Amended Definitions. (a)  Capital
Expenditures. The definition of “Capital
Expenditures” in Section 1.01 of the Existing DIP Credit Agreement is hereby
amended by changing the aggregate amount of Shared Capital Expenditures that
may be incurred by any Loan Party in the Joint and Several Borrower Group for
the period starting on May 1, 2003 and ending on the Maturity Date, which
amount is set forth in clause (ii) of such definition, from “$200,000,000” to “$230,000,000”.


 


(b)           EBITDA.
The definition of “EBITDA” set forth in Section 1.01 of the Existing DIP Credit
Agreement is hereby amended by (a) deleting the word “and” at the end of clause
(H) thereof and replacing it with a comma and (b) inserting the word “and” and
the following new clause (J) at the end of clause (I) thereof:


 


“(J) the aggregate amount of any write-down,
write-off or other non-cash charge recorded or loss incurred by any Loan Party
in the Joint and Several Borrower Group during such period with respect to the
investment of any such Loan Party in Adelphia Connection Ltda, Adelphia Brasil Ltda,
Adelphia Comunicacoes S A and/or STV Comunicacoes S A, provided,
that the amount of any such write-down, write-off, non-cash charge or
loss so recorded or incurred does not exceed $5,000,000 in the aggregate,”.


 


7

















 


(c)           EBITDAR.
The definition of “EBITDAR” set forth in Section 1.01 of the Existing DIP
Credit Agreement is hereby amended by (a) deleting the word “and” at the end of
clause (L) thereof and replacing it with a comma and (b) inserting the word “and”
and the following new clause (N) at the end of clause (M) thereof:


 


“(N) with respect to the Joint and Several Borrower Group only, the
aggregate amount of any write-down, write-off or other non-cash charge recorded
or loss incurred by any Loan Party in such Borrower Group during such period
with respect to the investment of any such Loan Party in Adelphia Connection Ltda, Adelphia
Brasil Ltda, Adelphia Comunicacoes S A and/or STV Comunicacoes S A, provided that the amount of any such write-down,
write-off, non-cash charge or loss so recorded or incurred does not exceed
$5,000,000 in the aggregate,”.


 


(d)           Guaranteed
Obligations. The definition of “Guaranteed Obligations” set forth in
Section 1.01 of the Existing DIP Credit Agreement is hereby amended by deleting
clause (iii) thereof in its entirety.


 


(e)           Guarantor.
The definition of “Guarantor” set forth in Section 1.01 of the Existing DIP
Credit Agreement is hereby amended by deleting the words “each SPV Guarantor”
contained therein.


 


(f)            Reduction
Event. The definition of “Reduction Event” set forth in Section 1.01 of the
Existing DIP Credit Agreement is hereby amended by deleting (i) the proviso
contained in the first sentence of such definition and (ii) the second sentence
of such definition, in each case, in their entirety.


 


Section 6.               Deletion
of Certain Defined Terms; Related Matters. (a)  The defined terms “Allocation Order,” “First
Delivery Date,” “Holding SPV,” “Incremental Availability Date,” “Initial DIP
Lenders,” “Initial Majority DIP Lenders,” “Long-Term Budget,” “Monthly Budget,”
“Qualifying SPV,” “Real Property Proceeds Account,” “Rigas Real Property,” “SPV,”
“SPV Guarantee” and “SPV Guarantor” set forth in Section 1.01 of the Existing
DIP Credit Agreement are each hereby deleted in their entirety.


 


(b)           Exhibit
G to the Existing DIP Credit Agreement is hereby deleted in its entirety.


 


Section 7.               Amendment
to Section 2.04(d) of the Existing DIP Credit Agreement; Acknowledgment. Section
2.04(d) of the Existing DIP Credit Agreement is hereby amended and restated to
read in its entirety as follows:


 


“No Letter of Credit shall expire later than (x)
October 8, 2006 if the Maturity Date is August 7, 2006 or (y) January 7, 2007
if the Maturity Date has been extended to November 7, 2006 pursuant to the
definition thereof; provided that
if any Letter of Credit issued for the account of such


 


8

















 


Borrower shall be outstanding on the Termination Date applicable to
such Borrower, such Borrower shall, at or prior to the Termination Date, (i)
cause all Letters of Credit of such Borrower which expire after the Termination
Date for such Borrower to be returned to the Fronting Bank undrawn and marked “cancelled”
or (ii) if such Borrower is unable or elects not to do so in whole or in part,
either (A) provide a “back-to-back” letter(s) of credit to the applicable
Fronting Bank in form and substance reasonably satisfactory to such Fronting
Bank and the Administrative Agent, issued by a bank reasonably satisfactory to
such Fronting Bank and the Administrative Agent, and in an amount equal to at
least 110% of the then undrawn stated amount of all Letters of Credit of such
Borrower issued by such Fronting Bank that are to remain outstanding following
the Termination Date of such Borrower in accordance with the terms hereof
and/or (B) deposit cash in an account maintained by or, if necessary opened by,
such Borrower with the applicable Fronting Bank in an amount equal to 110% of
the then undrawn stated amount of all outstanding Letters of Credit of such
Borrower issued by such Fronting Bank that are to remain outstanding following
the Termination Date of such Borrower in accordance with the terms hereof, in
each case, to serve as collateral security for such Borrower’s Reimbursement
Obligations under all such Letters of Credit, it being understood and agreed
that such “back-to-back” letter(s) of credit shall be returned undrawn and
marked “cancelled” and/or such cash shall be remitted to such Borrower, in each
case, upon the expiration, cancellation or other termination or satisfaction of
such Reimbursement Obligations and the other Obligations of such Borrower with
respect to such Letters of Credit (other than contingent indemnification
obligations in respect of which no claims giving rise thereto have been
asserted). With respect to each Letter of Credit issued for the account of a
Borrower that remains outstanding after the Termination Date applicable to such
Borrower, (1) and notwithstanding any terms of this Agreement and the other
Loan Documents to the contrary, including, without limitation, Sections
2.04(g), 2.04(h) and 2.04(i), so long as the applicable Borrower is in
compliance with the requirement set forth in the proviso to the preceding
sentence regarding such Letter of Credit, no DIP Lender other than the
applicable Fronting Bank shall have any rights or obligations (including
without limitation, any participation right or obligation) with respect to
draws made under such Letter of Credit after such Termination Date and (2) and
subject to clause (1) above, the other terms and conditions set forth in this
Agreement which are applicable to such Letter of Credit shall remain in full
force and effect until the expiration, cancellation or other termination or
satisfaction of the Reimbursement Obligations and other Obligations of the
applicable Borrower with respect to such Letter of Credit (other than
contingent indemnification obligations in respect of which no claims giving
rise thereto have been asserted).”


 


9

















 


Section 8.               Deletion of
Section 2.31 of the Existing DIP Credit Agreement. The Existing DIP
Credit Agreement is hereby amended by deleting Section 2.31 thereof in its
entirety.


 


Section 9.               Amendment
to Section 3.04(b) of the Existing DIP Credit Agreement. Section
3.04(b) of the Existing DIP Credit Agreement is hereby amended by (a) deleting
the reference to “December 31, 2003” set forth therein and replacing such reference
with “December 31, 2004” and (b) replacing the words “the Initial DIP Lenders”
contained in clause (x) thereof with the words “the DIP Lenders”.


 


Section 10.             Amendment
to Section 3.05(c) of the Existing DIP Credit Agreement. Section
3.05(c) of the Existing DIP Credit Agreement is hereby amended and restated to
read in its entirety as follows:


 


“(c) Except for the entities set forth on Schedule 3.05 (the “Non-Filed Holding Company Guarantors”), each Loan Party is a
debtor and a debtor-in-possession in a case pending under chapter 11 of the
Bankruptcy Code. Each Non-Filed Holding Company Guarantor (i) only holds assets
not used in the business of the Loan Parties and only has liabilities
associated with such assets and (ii) to the extent it holds real property
assets having a fair market value in excess of $50,000, as determined in good
faith by the Parent, has executed a deed of trust, mortgage or other security
document reasonably requested by the Collateral Agent that provides to the
Collateral Agent, for the ratable benefit of the Agents, the Fronting Banks and
the DIP Lenders, a perfected first priority Lien on such assets (subject only
to such Liens as shall exist on the date of execution of such document and tax
and other Liens arising by operation of law).”


 


Section 11.             Amendment
to Section 3.12 of the Existing DIP Credit Agreement. (a)  Section 3.12 of the Existing DIP Credit
Agreement is hereby amended by (i) replacing the words “the Intellectual
Property Schedule” contained in the first sentence thereof with the words “Schedule
3.12 (the “Intellectual Property Schedule”)”
and (ii) deleting any and all references therein to “March 31, 2005” and
replacing such deleted references with “February 28, 2006”.


 


(b)           The
Intellectual Property Schedule to the Existing DIP Credit Agreement is hereby
deleted in its entirety and replaced with the Intellectual Property Schedule
attached hereto as Schedule 3.12.


 


Section 12.             Amendment to
Section 3.13 of the Existing DIP Credit Agreement. (a)  Section 3.13 of the Existing DIP Credit
Agreement is hereby amended by deleting any and all references therein to “March
31, 2005” and replacing such deleted references with “February 28, 2006”.


 


10

















 


(b)           Schedule
3.13 to the Existing DIP Credit Agreement is hereby deleted in its entirety
and replaced with Schedule 3.13 attached hereto.


 


Section 13.             Amendments to
Section 4.03 of the Existing DIP Credit Agreement. (a)  Section 4.03(d) of the Existing DIP Credit
Agreement is hereby amended by deleting the last sentence thereof in its
entirety and replacing such last sentence with the following sentence:


 


“An order of
the Bankruptcy Court approving the Fourth Amended and Restated
Credit and Guaranty Agreement, dated as of March 17, 2006, among the Loan
Parties and the lenders and agents party thereto, in substantially the form of
Exhibit G (the “Extension Order”) and reasonably
acceptable to the Co-Lead Arrangers, shall be in full force and effect, and
shall not have been stayed, reversed, modified or amended in any respect
without the prior written consent of the Co-Lead Arrangers; and if the
Extension Order is the subject of a pending appeal in any respect, neither the
occurrence of any Credit Event nor the performance by any Loan Party of any of
their respective obligations under any of the Loan Documents shall be the
subject of a presently effective stay pending appeal.”.


 


(b)           Section
4.03(i) of the Existing DIP Credit Agreement is hereby amended by deleting the
following language contained therein: “(i) substantially consistent with the
Monthly Budget of the relevant Borrower applicable to the calendar month in
which such Credit Event occurs and (ii)”.


 


(c)           Exhibit
H to the Existing DIP Credit Agreement is hereby deleted in its entirety
and replaced with Exhibit G attached hereto.


 


Section 14.             Amendment to
Section 4.04 of the Existing Dip Credit Agreement. Section 4.04 of the
Existing DIP Credit Agreement and any related definitions that are used solely
in such Section are hereby deleted in their entirety.


 


Section 15.             Amendments to
Section 5.01 of the Existing DIP Credit Agreement. (a)  Section 5.01(a) of the Existing DIP Credit
Agreement is hereby amended by replacing the parenthetical phrase “(but, in the
case of the 2004 fiscal year, (1) with respect to the financial statements
required to be delivered pursuant to clause (x) immediately below, no later
than October 31, 2005, and (2) with respect to the financial statements
required to be delivered pursuant to clause (y) immediately below, no later
than November 30, 2005),” with the following parenthetical phrase:


 


“(but, in the case of the 2005 fiscal year,
(1) with respect to the financial statements required to be delivered pursuant
to clause (x) immediately below, no later than April 30, 2006, and (2) with
respect to


 


11

















 


the financial statements required to be delivered pursuant to clause
(y) immediately below, no later than May 31, 2006),”.


 


(b)           Section
5.01(a) of the Existing DIP Credit Agreement is hereby further amended by
deleting clause (bb) thereof in its entirety and replacing such deleted clause
with the following:


 


“(bb) the matters described under the
sections entitled “Risk Factors” and “Legal Proceedings” in the Parent’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2004, which was
filed with the SEC on October 6, 2005 (the matters referred to in clauses (aa)
and (bb) above are hereinafter referred to as the “Permitted
Qualifications”)”.


 


(c)           Section
5.01(c) of the Existing DIP Credit Agreement is hereby amended by deleting
clause (D) thereof in its entirety and replacing such deleted clause with the
following:


 


“(D) setting forth in reasonable detail a reconciliation of the
financial results of such Borrower Group or the Parent Group, as the case may
be, set forth in such financial statements with the projected financial results
for relevant period set forth in (1) in the case of any financial statements
delivered pursuant to Section 5.01(a) above with respect to the fiscal year of
the Parent or the applicable Borrower Group or Borrower Groups ended December
31, 2005, the Prior DIP Budget, and (2) in the case of any financial statements
delivered pursuant to Section 5.01(b) above with respect to the Parent or any
Borrower Group, the New DIP Budget;”.


 


(d)           Section
5.01(k) of the Existing DIP Credit Agreement is hereby deleted in its entirety
and, in replace thereof, the words “Intentionally Omitted” shall be included in
said Section 5.01(k).


 


(e)           Section
5.01(l) of the Existing DIP Credit Agreement is hereby amended and restated to
read in its entirety as follows:


 


“(l) from time to time, upon request by the Co-Lead Arrangers, with
respect to any Borrower or the Parent, an updated New DIP Budget;”.


 


(f)            Section
5.01(m) of the Existing DIP Credit Agreement is hereby amended and restated to
read in its entirety as follows:


 


“(m) with respect to each calendar month ending after the Closing Date,
on or prior to the fifth Business Day following the last Friday of the
preceding month, from each Borrower, a statement of projected cash receipts and
cash disbursements with respect to such Borrower’s Borrower Group for each week
in the period of thirteen continuous weeks


 


12

















 


commencing with the week in which such
statement is delivered, in form and substance acceptable to the Co-Lead
Arrangers;”.


 


(g)           Section
5.01(p) of the Existing DIP Credit Agreement is hereby deleted in its entirety
and, in replace thereof, the words “Intentionally Omitted” shall be included in
said Section 5.01(p).


 


Section 16.             Amendment
to Section 5.07 of the Existing DIP Credit Agreement. Section 5.07 of
the Existing DIP Credit Agreement is hereby amended by deleting the words “(the
“Intellectual Property Schedule”)” contained in clause (iii) thereof.


 


Section 17.             Deletion
of Section 5.15 of the Existing DIP Credit Agreement. Section 5.15 of
the Existing DIP Credit Agreement is hereby deleted in its entirety.


 


Section 18.             Amendments
to Section 6.04 of the Existing DIP Credit Agreement. (a) Section
6.04(b) of the Existing DIP Credit Agreement is hereby amended by (i) replacing
the words “ending on or after the Covenant Addendum Date” contained in the
third line thereof with the words “commencing on or after January 1, 2006” and
(ii) deleting the words “with respect to any period commencing on or after May
1, 2003,” and “(after giving effect to Amendment No. 8 hereto)”, in each case
contained in the second proviso thereto.


 


(b)           Section
6.04(c) of the Existing DIP Credit Agreement is hereby amended by replacing the
words “ending on or after the Covenant Addendum Date” contained in the second
and third lines thereof with the words “commencing on or after January 1, 2006”.


 


(c)           Section
6.04(d) of the Existing DIP Credit Agreement is hereby amended by deleting the
words “Except for the two-month period ending on June 30, 2003,” contained
therein.


 


(d)           Part
II of Annex E to the Existing DIP Credit Agreement is hereby replaced in
its entirety by Part II of Annex E attached hereto.


 


Section 19.             Amendments
to Section 6.05 of the Existing DIP Credit Agreement. (a) Section
6.05(a) of the Existing DIP Credit Agreement is hereby amended by deleting the
reference to “May 1, 2003” set forth therein and replacing such reference with “January
1, 2006”.


 


(b)           Section
6.05(b) of the Existing DIP Credit Agreement is hereby amended by deleting the
reference to “May 1, 2003” set forth therein and replacing such reference with “January
1, 2006”.


 


Section 20.             Amendments to Section 6.10 of the Existing DIP
Credit Agreement. (a) Section 6.10(a) of the Existing DIP Credit
Agreement is


 


13

















 


hereby amended by deleting all of the
language contained in clause (x) thereof in its entirety and replacing such
deleted language with the phrase “Intentionally Omitted.”


 


(b)           The
definition of “Permitted Inter-Group Debt” set forth in Section 6.10(b) of the
Existing DIP Credit Agreement is hereby amended and restated in its entirety to
read as follows:


 


“Permitted Inter-Group Debt” means (i)
any intercompany debt permitted to be incurred by any Loan Party pursuant to
clauses (iii) or (iv) above and (ii) any Specified Inter-Group Reimbursement
Obligation, provided, however,
that any intercompany debt incurred by a Loan Party that arises out of (a) the
Specified Funding Transaction or (b) the Intercompany Funding Transactions
shall not be deemed Permitted Inter-Group Debt for purposes of this Agreement
and the other Loan Documents.


 


(c)           Section
6.10 of the Existing DIP Credit Agreement is hereby amended by adding the
following new sub-section (e) at the end thereof:


 


“(e)  Notwithstanding anything to
the contrary contained in this Agreement or Amendment No. 13 to the First
Amended and Restated Credit and Guaranty Agreement (“Amendment
No. 13”), each Participating Borrower Loan (as defined in Amendment
No. 13) arising out of the Specified Funding Transaction shall bear interest from
and after the date hereof at the rate equal to the weighted average interest rate,
reset on a monthly basis, of the Loans made to the applicable Participating
Borrower (as defined in Amendment No. 13) under the terms of this Agreement
(or, with respect to any Participating Borrower that does not have Loans
outstanding under this Agreement, at a rate equal to the weighted average
interest rate, reset on a monthly basis, applicable to the Participating
Borrower Loans made by all Participating Borrowers that have Loans outstanding
under this Agreement).”


 


Section 21.             Amendments to Section 7.01 of the Existing DIP
Credit Agreement. (a)  Section
7.01(c) of the Existing DIP Credit Agreement is hereby amended by deleting the
words “or any covenant contained in any SPV Guarantee” contained therein.


 


(b)           Section
7.01(l) of the Existing DIP Credit Agreement is hereby amended by (i) renaming clause
(x) thereof as clause (xi) and (ii) adding the following new clause (x) at the
end of clause (ix) thereof:


 


“, (x) any Pre-Petition Payment by a Forfeited Entity to the extent
that such Pre-Petition Payment is made to a vendor or similar supplier with
respect to services or products rendered or provided, as applicable, to


 


14

















 


such Forfeited Entity by such vendor or other
supplier in the ordinary course of business prior to the Petition Date of such
Forfeited Entity”.


 


Section 22.             Amendment to Section 10.10(a) of the Existing DIP
Credit Agreement. Section 10.10(a) of the Existing DIP Credit
Agreement is hereby amended by (a) deleting clauses (3)(C) and (4) of the
proviso thereto and (b) deleting the last sentence thereof in its entirety.


 


Section 23.             Deletion of Section 10.17 of the Existing DIP
Credit Agreement; Related Matters. (a) Section 10.17 of the
Existing DIP Credit Agreement is hereby deleted in its entirety.


 


(b)           The
Loan Parties, the DIP Lenders and the Agents hereby acknowledge and agree that
upon the Restatement Effective Date, (i) each Qualifying SPV shall become a
Holding Company Guarantor under the terms of this Amended and Restated DIP
Credit Agreement, the Amended and Restated Security and Pledge Agreement and
the other Loan Documents and shall have all of the rights and be subject to all
of the obligations of a Holding Company Guarantor hereunder and thereunder, (ii)
any and all guarantee agreements (other than any such agreement set forth in
this Amended and Restated DIP Credit Agreement) previously executed and
delivered by any Qualifying SPV in favor of the DIP Lenders with respect to the
Obligations shall terminate and shall cease to be of any further force or
effect and (iii) the Collateral Agent shall pay to the Parent or any other
Holding Company Guarantor specified by the Parent all amounts on deposit in any
Real Property Proceeds Account on the Restatement Effective Date (and the aggregate
amount of all amounts on deposit in any Real Property Proceeds Account on the
Restatement Effective Date is set forth in Schedule 23-1 hereto).


 


Section 24.             Release of Amounts
from Letter of Credit Accounts. On the Restatement Effective Date, the
Collateral Agent hereby agrees to pay to each Borrower whose name is set forth
on Schedule 24-1 hereto an aggregate amount in cash equal to the amount
set forth opposite such Borrower’s name on said Schedule 24-1 hereto,
with such amounts representing, and being limited to, the amount on deposit in
the Letter of Credit Account of such Borrower on the Restatement Effective Date.
Notwithstanding the foregoing, the Loan Parties hereby acknowledge and agree
that, from and after the Restatement Effective Date, the terms and conditions
contained in the Existing DIP Credit Agreement with respect to the cash
collateralization of issued and outstanding Letters of Credit under certain
circumstances, including, without limitation, the circumstances described in
Section 2.14 of the Existing DIP Credit Agreement shall remain in full force
and effect. Each DIP Lender and each Agent (other than the Collateral Agent)
hereby acknowledges and agrees to the terms and conditions set forth in this
Section 24.


 


Section 25.             Certain Waivers With Respect to the Intercompany
Funding Transactions. (a) 
Each DIP Lender hereby waives any Default or Event


 


15

















 


of Default arising under Section 2.14,
Section 5.08(a), Section 6.03, Section 6.06, Section 6.09, Section 6.10,
Section 6.13, Section 7.01(b), Section 7.01(c) or Section 7.01(d) of this
Amended and Restated DIP Credit Agreement, whether any such Default or Event of
Default relates to a Loan Party in the Seven A Borrower Group, a Holding Company
Guarantor or any other Loan Party, solely to the extent that any such Default
or Event of Default arises out of the Intercompany Funding Transactions or any
portion thereof.


 


(b)           In furtherance of the terms set forth in Section
25(a) above, each DIP Lender hereby acknowledges and agrees that neither the
amount of the Parent Loans nor the amount of any Seven A Loan nor the amount of
any HCG Loan (as each such term is defined in the definition of “Intercompany
Funding Transactions”) shall count against or otherwise reduce the aggregate
amount of Investments that the Loan Parties are permitted to make under the
terms of Section 6.10(a) of this Amended and Restated Credit and Guaranty
Agreement without obtaining the prior written consent of the Required DIP Lenders,
provided that each such Parent Loan,
Seven A Loan or HCG Loan is incurred in accordance with the terms hereof. Notwithstanding
the foregoing, the waivers set forth in this Section 25 shall be conditioned
upon and shall not become effective until the Loan Parties shall have received
an order of the Bankruptcy Court approving the terms of the Intercompany
Funding Transactions, which order shall also approve any proposed modifications
to the terms of the Cash Management Protocol and, if required, the Cash
Management Order, to permit the consummation of the Intercompany Funding
Transactions, it being expressly understood and agreed that, to the extent the
Bankruptcy Court does not issue such an order with respect to the Intercompany
Funding Transactions, the waivers set forth in this Section 25 shall be null
and void and of no further force or effect; provided, however, that if the Bankruptcy Court shall issue an order
approving a portion of the Intercompany Funding Transactions, but not all of
the transactions contemplated by the Intercompany Funding Transactions, the
waivers set forth in this Section 25 shall be effective with respect to (and
only with respect to) that portion of the Intercompany Funding Transactions
that are so approved by the Bankruptcy Court.


 


Section 26.             Acknowledgement of
Existing Waivers. Each DIP
Lender hereby acknowledges and agrees that any and all Existing Waivers (as
herein defined) shall continue to remain in full force and effect on and after
the Restatement Effective Date and shall be binding upon and be enforceable
against all of the DIP Lenders hereunder. “Existing Waivers”
means all written waivers (whether in respect of compliance with the terms of,
Defaults or Events of Defaults under, or other matters pertaining to, the
Existing DIP Credit Agreement) granted by the DIP Lenders under the terms of
the Existing DIP Credit Agreement prior to the Restatement Effective Date.


 


Section 27.             New DIP Lenders,
Extending DIP Lenders and Exiting DIP Lenders. (a)                With
effect from and including the Restatement Effective Date, (i) each Person
listed on the signature pages hereof that is not a


 


16

















 


party to the Existing DIP Credit Agreement
(each, a “New DIP Lender”) shall become a DIP
Lender on the terms and subject to the conditions set forth in this Amended and
Restated DIP Credit Agreement, (ii) each Person who, immediately prior to the
Restatement Effective Date, was a DIP Lender under the terms of the Existing
DIP Credit Agreement, and whose name is set forth on the signature pages hereof
(each, an “Extending DIP Lender”),
shall continue to be a DIP Lender on the terms and subject to the conditions
set forth in this Amended and Restated DIP Credit Agreement and (iii) each
Person who, immediately prior to the Restatement Effective Date, was a DIP
Lender under the terms of the Existing DIP Credit Agreement, but whose name is
not set forth on the signature pages hereof (each, an “Exiting DIP Lender”; the Exiting DIP
Lenders and the Extending DIP Lenders are collectively referred to as the “Old DIP Lenders”), shall, subject to the terms hereof, cease
to be a DIP Lender and shall not be a party to, or otherwise have any rights or
be subject to any obligations under, this Amended and Restated DIP Credit
Agreement.


 


(b)           On
the Restatement Effective Date, (i) Annex A to the Existing DIP Credit
Agreement shall be replaced in its entirety by Annex A attached hereto,
with the Tranche A Commitment of each Extending DIP Lender and each New DIP
Lender whose name is set forth on said Annex A attached hereto being the
amount set forth opposite the name of such Tranche A DIP Lender thereon, (ii) Annex
D to the Existing DIP Credit Agreement shall be replaced in its entirety by
Annex D attached hereto, with the Tranche B Commitment of each Extending
DIP Lender and each New DIP Lender whose name is set forth on said Annex D
attached hereto being the amount set forth opposite the name of such Tranche B
DIP Lender thereon, subject in the case of clauses (i) and (ii) immediately
above, to the reduction of the Tranche A Commitments of the Tranche A DIP
Lenders and/or the reduction of the Tranche B Commitments of the Tranche B DIP
Lenders in accordance with and subject to the terms of this Amended and
Restated DIP Credit Agreement and (iii) the Tranche A Commitment and the Tranche
B Commitment of each Exiting DIP Lender shall be $0. From and after the
Restatement Effective Date, each Extending DIP Lender and each New DIP Lender
that has a Tranche A Commitment in excess of $0 as set forth on Annex A
attached hereto, shall from time to time fund Loans and participate in Letters
of Credit (including the funding of Loans and the participations in Letters of
Credit contemplated by Sections 27(c) and 27(d) below) on the terms and subject
to the conditions set forth in this Amended and Restated DIP Credit Agreement,
including that the conditions to borrowing under this Amended and Restated DIP
Credit Agreement are met on the date of such Borrowing. On the Restatement
Effective Date, each Extending DIP Lender and each New DIP Lender that has a
Tranche B Commitment in excess of $0 as set forth on Annex D attached
hereto shall make the Tranche B Loans contemplated by Section 2.03 of this
Amended and Restated DIP Credit Agreement.


 


(c)           On
the Restatement Effective Date, each Borrower shall repay the entire principal
amount of, and all accrued and unpaid interest on, the Loans of


 


17

















 


the Old DIP
Lenders made to such Borrower which are outstanding under the Existing DIP
Credit Agreement immediately prior to the Restatement Effective Date (the “Outstanding Loans”), which amounts, with respect to each
Borrower, are set forth on Schedule 27-1 attached hereto. On the
Restatement Effective Date, the Borrowers repaying Outstanding Loans as
contemplated by the immediately preceding sentence hereof shall deliver a
notice or notices pursuant to Section 2.07(b) of the Existing DIP Credit
Agreement requesting a Borrowing or Borrowings of ABR Loans or
Eurodollar Loans, as the case may be, in an aggregate principal amount up to
the aggregate amount of the Outstanding Loans (including all accrued and unpaid
interest on, and the other amounts payable under Section 27(e) below in respect
of, such Outstanding Loans) of such Borrower being repaid as contemplated
hereby, and each such Borrower shall direct that the proceeds from all such
Borrowings (together, if applicable, with any available cash that such Borrower
determines to use in connection therewith) be used to repay the entire
principal amount of such Outstanding Loans and all accrued and unpaid interest
on, and the other amounts payable under Section 27(e) below in respect of, such
Outstanding Loans. All Tranche A Loans and all Tranche B Loans made to the
Borrowers on the Restatement Effective Date as contemplated by the immediately
preceding sentence hereof (and, subject to the terms of this Amended and
Restated DIP Credit Agreement, all Tranche A Loans made after the Restatement
Effective Date) shall, in accordance with Section 2.01(a) of the Existing DIP
Credit Agreement and, in the case of the Tranche B Loans, Section 2.03 of this
Amended and Restated DIP Credit Agreement, be funded by each Extending DIP
Lender and each New DIP Lender that is a Tranche A DIP Lender or a Tranche B
DIP Lender, as the case may be, pro rata in
accordance with such DIP Lender’s Class Percentage of the relevant Class.


 


(d)           On
the Restatement Effective Date, all participations by each Old DIP Lender in
Letters of Credit outstanding under the Existing DIP Credit Agreement
immediately prior to the Restatement Effective Date (the “Outstanding
Letters of Credit”) shall be deemed to be cancelled, it being
understood and agreed that the deemed cancellation of the participations of the
Old DIP Lenders in such Outstanding Letters of Credit shall not in any way
affect the Outstanding Letters of Credit, which shall remain unaltered and in
full force and effect from, after and including the Restatement Effective Date
on the terms set forth herein and in such Outstanding Letters of Credit; the
aggregate face amount of the Outstanding Letters of Credit is set forth on Schedule
27-2. Pursuant to a notice given by certain Borrowers to the Fronting Bank
and the Administrative Agent on the Restatement Effective Date, all Outstanding
Letters of Credit shall, on the Restatement Effective Date, be deemed to be
Tranche A Letters of Credit and all participations in such Outstanding Letters
of Credit shall, in accordance with the terms of Section 2.04(g) of the
Existing DIP Credit Agreement, be allocated to and assumed by each Extending
DIP Lender and each New DIP Lender that is a Tranche A DIP Lender in accordance
with their Class Percentages.


 


18

















 


(e)           With
respect to the prepayment of Outstanding Loans made pursuant to Section 27(c)
above, the Borrowers agree to reimburse each applicable Old DIP Lender,
including each Exiting DIP Lender, for any funding losses incurred in
connection therewith that are required to be paid by the Loan Parties pursuant
to the terms of the Existing DIP Credit Agreement.


 


(f)            Subject
to the terms and conditions hereof, the transactions contemplated by this Section
27 shall be consummated on the Restatement Effective Date on the terms set
forth herein, notwithstanding any term in the Existing DIP Credit Agreement,
including without limitation, any term set forth in Article 2 thereof, that
would otherwise prohibit or restrict the consummation of such transactions on
the terms set forth herein, with all such terms and conditions that would
otherwise prohibit or restrict the consummation of the transactions
contemplated hereby being waived solely for the purpose of such consummation.


 


Section 28.             Representations of
Loan Parties. Subject to the
terms of Section 3.15 of the Existing DIP Credit Agreement, each Loan
Party represents and warrants that (i) the representations and warranties of
the Loan Parties set forth in the Loan Documents (after giving effect to the
amendments thereto contemplated hereby) will be true and correct in all
material respects on and as of the Restatement Effective Date with the same
effect as if made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date (which shall
be true and correct in all material respects on and as of such earlier date)
and (ii) no Default or Event of Default will have occurred and be continuing on
such date.


 


Section 29.             Governing Law.
THIS AMENDED AND RESTATED DIP CREDIT AGREEMENT SHALL IN ALL RESPECTS BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND
THE BANKRUPTCY CODE.


 


Section 30.             Counterparts;
Effectiveness. This Amended and Restated DIP Credit Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. This
Amended and Restated DIP Credit Agreement shall become effective on the date
(the “Restatement Effective Date”, which
shall occur contemporaneously with the Closing Date) when:


 


(a)       the
Administrative Agent shall have received from each of the Loan Parties and the
DIP Lenders (other than any Exiting DIP Lender) a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the Administrative Agent) that such party has signed a counterpart hereof (and
the DIP Lenders as to which the Administrative Agent shall have received such
counterparts or such confirmation shall constitute the Super-Majority DIP
Lenders under the Existing DIP Credit Agreement as in effect


 


19

















 


immediately prior to the effectiveness of
this Amended and Restated DIP Credit Agreement);


 


(b)      the
Administrative Agent shall have received (i) an opinion of Willkie Farr &
Gallagher LLP, counsel for the Loan Parties and (ii) an opinion of in-house
counsel to the Parent, in each case dated the Restatement Effective Date in
form and substance reasonably satisfactory to the Co-Lead Arrangers;


 


(c)       all
fees payable pursuant to the terms of that certain fee letter, dated February
21, 2006, among certain of the Loan Parties and certain of the financial
institutions party hereto shall have been paid in full;


 


(d)      any
Commitment Fee which is accrued and unpaid (whether due to an Exiting DIP
Lender or an Extending DIP Lender) as of the Restatement Effective Date under
the terms of the Existing DIP Credit Agreement shall have been paid in
accordance with Section 2.21 thereof;


 


(e)       any
fee payable in respect of any issued and outstanding Letter of Credit (whether
due to an Exiting DIP Lender or an Extending DIP Lender) that is accrued and
unpaid as of the Restatement Effective Date under the terms of the Existing DIP
Credit Agreement shall have been paid in accordance with Section 2.22 thereof;
and


 


(f)       the
DIP Lenders shall have received a certified copy of the Extension Order, reasonably acceptable to the Co-Lead Arrangers,
which (i) shall have been entered with the consent or non-objection of a
preponderance of the Pre-Petition Lenders (as determined in the reasonable
discretion of the Co-Lead Arrangers after consultation with the Parent) upon an
application or motion of the Loan Parties reasonably satisfactory in form and
substance to the Co-Lead Arrangers, on such prior notice to such parties
(including the Pre-Petition Lenders) as may in each case be reasonably
satisfactory to the Co-Lead Arrangers, (ii) shall be in full force and effect
and (iii) shall not have been stayed, reversed, modified or amended in any
respect.


 


The Administrative Agent shall promptly
notify the Loan Parties and the DIP Lenders, including any Exiting DIP Lender,
of the effectiveness of this Amended and Restated DIP Credit Agreement, and
such notice shall be conclusive and binding on all parties hereto.


 


[Signature pages follow.]


 


20

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed as
of the date first above written.


 


 


	
   

  	
  JPMORGAN CHASE BANK, N.A., AS

  ADMINISTRATIVE AGENT AND LENDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ William A. Austin

  	
   

  
	
   

  	
   

  	
  Name: William A. Austin

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  J.P. MORGAN SECURITIES INC., AS JOINT

  BOOKRUNNER AND CO-LEAD ARRANGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Norma A. Corio

  	
   

  
	
   

  	
   

  	
  Name:  Norma A. Corio

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


 


	
   

  	
  CITICORP
  NORTH AMERICA, INC., AS

  COLLATERAL AGENT AND LENDER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael M. Schadt

  	
   

  
	
   

  	
   

  	
  Name:  Michael M. Schadt

  
	
   

  	
   

  	
  Title:  Director Asset Based
  Finance

  



 


 


	
   

  	
  CITIGROUP
  GLOBAL MARKETS, INC., AS

  SYNDICATION AGENT, JOINT BOOKRUNNER

  AND CO-LEAD ARRANGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael M. Schadt

  	
   

  
	
   

  	
   

  	
  Name:  Michael M. Schadt

  
	
   

  	
   

  	
  Title:  Authorized Signer

  



 


 


	
   

  	
  WACHOVIA
  BANK, NA., AS CO-

  SYNDICATION AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Helen F. Wessling

  	
   

  
	
   

  	
   

  	
  Name:  Helen F. Wessling

  
	
   

  	
   

  	
  Title:  Managing Director

  



 

















 


	
   

  	
  THE BANK OF
  NOVA SCOTIA, AS CO-

  DOCUMENTATION AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Stephen C. Levi

  	
   

  
	
   

  	
   

  	
  Name:  Stephen C. Levi

  
	
   

  	
   

  	
  Title:  Director

  



 


 


	
   

  	
  BANK OF
  AMERICA, N.A., AS CO-

  DOCUMENTATION AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ John W. Woodiel III

  	
   

  
	
   

  	
   

  	
  Name:  John W. Woodiel III

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 


 


2

















 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL 

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Philip F. Carfora

  	
   

  
	
   

  	
   

  	
  Name:  Philip F. Carfora

  
	
   

  	
   

  	
  Title:  Duly Authorized
  Signatory

  



 


 


	
   

  	
  CIT LENDING
  SERVICES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael V. Monahan

  	
   

  
	
   

  	
   

  	
  Name:   Michael V. Monahan

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY 

  AMERICAS

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Anca Trifan

  	
   

  
	
   

  	
   

  	
  Name:  Anca Trifan

  
	
   

  	
   

  	
  Title:  Director

  



 


 


	
   

  	
  BY:

  	
  /s/ Diane F. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:  Diane F. Rolfe

  
	
   

  	
   

  	
  Title:  Director

  



 


 


	
   

  	
  THE FOOTHILL
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Sean Dixon

  	
   

  
	
   

  	
   

  	
  Name:  Sean Dixon

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS 

  BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Carol Flaton

  	
   

  
	
   

  	
   

  	
  Name:  Carol Flaton

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


3

















 


	
   

  	
  BY:

  	
  /s/ Megan Kane

  	
   

  
	
   

  	
   

  	
  Name:  Megan Kane

  
	
   

  	
   

  	
  Title:  Director

  



 


 


	
   

  	
  CALYON

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Anne G. Shean

  	
   

  
	
   

  	
   

  	
  Name:  Anne G. Shean

  
	
   

  	
   

  	
  Title:  Director

  



 


 


	
   

  	
  BY:

  	
  /s/ John McCloskey

  	
   

  
	
   

  	
   

  	
  Name:  John McCloskey

  
	
   

  	
   

  	
  Title:  Director

  



 


 


	
   

  	
  BANK OF
  MONTREAL

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Geoffrey R. McConnell

  	
   

  
	
   

  	
   

  	
  Name:  Geoffrey R. McConnell

  
	
   

  	
   

  	
  Title:  Director

  



 


 


	
   

  	
  BAYERISCHE
  HYPO-UND VEREINS BANK 

  AG, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Miriam G. Trautman

  	
   

  
	
   

  	
   

  	
  Name:  Miriam G. Trautman

  
	
   

  	
   

  	
  Title:  Associate Director

  



 


 


	
   

  	
  BY:

  	
  /s/ Loriann Curnyn

  	
   

  
	
   

  	
   

  	
  Name:  Loriann Curnyn

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


 


	
   

  	
  THE
  TRAVELERS INSURANCE COMPANY 

  BY: METROPOLITAN LIFE INSURANCE 

  COMPANY, ITS INVESTMENT MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ James R. Dingler

  	
   

  
	
   

  	
   

  	
  Name:  James R. Dingler

  
	
   

  	
   

  	
  Title:  Vice President

  



 


4

















 


	
   

  	
  SATELLITE
  SENIOR INCOME FUND II, LLC

  BY:
  SATELLITE ASSET MANAGEMENT, L.P., 

  ITS INVESTMENT MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Simon Raykher

  	
   

  
	
   

  	
   

  	
  Name:  Simon Raykher

  
	
   

  	
   

  	
  Title:  General Counsel

  



 


 


	
   

  	
  SENIOR DEBT
  PORTFOLIO

  BY:  BOSTON MANAGEMENT AND 

  RESEARCH AS INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:  Michael B. Botthof

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  EATON VANCE
  INCOME TRUST

  BY:  EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:  Michael B. Botthof

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  EATON VANCE
  INSTITUTIONAL SENIOR 

  LOAN FUND

  BY:  EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:  Michael B. Botthof

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  EATON VANCE
  CDO III, LTD. 

  BY:  EATON VANCE MANAGEMENT

  AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:  Michael B. Botthof

  
	
   

  	
   

  	
  Title:  Vice President

  



 


5

















 


	
   

  	
  EATON VANCE
  CDO VI, LTD. 

  BY:  EATON VANCE MANAGEMENT

  AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:  Michael B. Botthof

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  EATON VANCE
  CDO VIII, LTD. 

  BY:  EATON VANCE MANAGEMENT

  AS
  INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:  Michael B. Botthof

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  GRAYSON
  & CO.

  BY:  BOSTON MANAGEMENT AND 

  RESEARCH

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:  Michael B. Botthof

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  EATON VANCE

  VT FLOATING-RATE INCOME FUND

  BY:  EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:  Michael B. Botthof

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 


	
   

  	
  EATON VANCE

  LIMITED DURATION INCOME FUND

  BY:  EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:  Michael B. Botthof

  
	
   

  	
   

  	
  Title:  Vice President

  



 


6

















 


	
   

  	
  TOLLI & CO.

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT

  
	
   

  	
  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
  BY: 

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name: Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR

  	
   

  
	
   

  	
  FLOATING-RATE TRUST

  	
   

  
	
   

  	
  BY: EATON VANCE MANAGEMENT

  	
   

  
	
   

  	
  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY: 

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name: Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE FLOATING-RATE INCOME TRUST

  	
   

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT

  	
   

  
	
   

  	
  AS  INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY: 

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name: Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE SHORT DURATION

  DIVERSIFIED INCOME FUND

  	
   

  
	
   

  	
  BY:  EATON VANCE MANAGEMENT

  	
   

  
	
   

  	
  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name: Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACK DIAMOND INTERNATIONAL

  FUNDING, LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Alan Corkish

  	
   

  
	
   

  	
   

  	
  Name: Alan Corkish

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  



 


7

















 


	
   

  	
  CANADIAN IMPERIAL BANK OF COMMERCE

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ John O’Dowd

  	
   

  
	
   

  	
   

  	
  Name: John O’Dowd

  	
   

  
	
   

  	
   

  	
  Title: Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Milena Grgic

  	
   

  
	
   

  	
   

  	
  Name: Milena Grgic

  	
   

  
	
   

  	
   

  	
  Title: Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SPIRET IV LOAN TRUST 2003-B

  	
   

  
	
   

  	
  BY:  WILMINGTON TRUST COMPANY
  NOT

  IN ITS INDIVIDUAL CAPACITY BUT SOLELY

  AS TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Rachel L. Simpson

  	
   

  
	
   

  	
   

  	
  Name: Rachel L. Simpson

  	
   

  
	
   

  	
   

  	
  Title: Financial Services Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LONG LANE MASTER TRUST IV

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ M. Cristina Higgins

  	
   

  
	
   

  	
   

  	
  Name: M. Cristina Higgins

  	
   

  
	
   

  	
   

  	
  Title: Assistant Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIDELITY CENTRAL INVESTMENT

  PORTFOLIOS LLC: FIDELITY FLOATING

  RATE CENTRAL INVESTMENT PORTFOLIO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ John H. Costello

  	
   

  
	
   

  	
   

  	
  Name: John H. Costello

  	
   

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIDELITY ADVISOR SERIES II: FIDELITY

  ADVISOR FLOATING RATE HIGH INCOME

  FUND

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY: 

  	
  /s/ John H. Costello

  	
   

  
	
   

  	
   

  	
  Name: John H. Costello

  	
   

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  	
   

  



 


8

















 


	
   

  	
  BALLYROCK
  CLO III LIMITED,

  BY:  BALLYROCK INVESTMENT ADVISORS

  LLC, AS COLLATERAL MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Lisa Rymut

  	
   

  
	
   

  	
   

  	
  Name: Lisa Rymut

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  



 


 


	
   

  	
  SUNAMERICA
  SENIOR FLOATING RATE

  FUND, INC.

  BY: AIG GLOBAL INVESTMENT CORP.

  INVESTMENT SUB-ADVISER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Steven S. Oh

  	
   

  
	
   

  	
   

  	
  Name: Steven S. Oh

  
	
   

  	
   

  	
  Title: Managing Director

  



 


 


	
   

  	
  SUNAMERICA
  LIFE INSURANCE COMPANY

  BY: AIG GLOBAL INVESTMENT CORP., INC,

  ITS INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Steven S. Oh

  	
   

  
	
   

  	
   

  	
  Name: Steven S. Oh

  
	
   

  	
   

  	
  Title: Managing Director

  



 


 


	
   

  	
  GALAXY CLO
  2003-1, LTD.

  BY: AIG GLOBAL INVESTMENT CORP.,

  ITS COLLATERAL MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Steven S. Oh

  	
   

  
	
   

  	
   

  	
  Name: Steven S. Oh

  
	
   

  	
   

  	
  Title: Managing Director

  



 


 


	
   

  	
  GALAXY III
  CLO, LTD.

  BY: AIG GLOBAL INVESTMENT CORP.,

  ITS COLLATERAL MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Steven S. Oh

  	
   

  
	
   

  	
   

  	
  Name: Steven S. Oh

  
	
   

  	
   

  	
  Title: Managing Director

  



 


9

















 


	
   

  	
  GALAXY IV
  CLO, LTD.

  BY: AIG GLOBAL INVESTMENT CORP.,

  ITS COLLATERAL MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Steven S. Oh

  	
   

  
	
   

  	
   

  	
  Name: Steven S. Oh

  
	
   

  	
   

  	
  Title: Managing Director

  



 


 


	
   

  	
  ING PRIME RATE
  TRUST

  BY: ING INVESTMENT MANAGEMENT CO.,

  AS ITS INVESTMENT MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Mohamed Basma

  	
   

  
	
   

  	
   

  	
  Name: Mohamed Basma

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  ING SENIOR
  INCOME FOND

  BY: ING INVESTMENT MANAGEMENT CO.,

  AS ITS INVESTMENT MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Mohamed Basma

  	
   

  
	
   

  	
   

  	
  Name: Mohamed Basma

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  AVALON
  CAPITAL LTD. 3

  BY: INVESCO SENIOR SECURED

  MANAGEMENT, INC., AS ASSET MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Scott Baskind

  	
   

  
	
   

  	
   

  	
  Name: Scott Baskind

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


 


	
   

  	
  CHAMPLAIN
  CLO, LTD.

  BY: INVESCO SENIOR SECURED

  MANAGEMENT, INC., AS COLLATERAL

  MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Scott Baskind

  	
   

  
	
   

  	
   

  	
  Name: Scott Baskind

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


10

















 


	
   

  	
  CHARTER VIEW
  PORTFOLIO

  BY: INVESCO SENIOR SECURED

  MANAGEMENT, INC., AS INVESTMENT

  ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Scott Baskind

  	
   

  
	
   

  	
   

  	
  Name: Scott Baskind

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


 


	
   

  	
  DIVERSIFIED
  CREDIT PORTFOLIO LTD.

  BY: INVESCO SENIOR SECURED

  MANAGEMENT, INC., AS INVESTMENT

  ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Scott Baskind

  	
   

  
	
   

  	
   

  	
  Name: Scott Baskind

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


 


	
   

  	
  AIM FLOATING
  RATE FUND

  BY: INVESCO SENIOR SECURED

  MANAGEMENT, INC., AS SUB-ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Scott Baskind

  	
   

  
	
   

  	
   

  	
  Name: Scott Baskind

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


 


	
   

  	
  LOAN FUNDING
  IX LLC, FOR ITSELF OR AS

  AGENT FOR CORPORATE LOAN FUNDING IX

  LLC

  BY: INVESCO SENIOR SECURED

  MANAGEMENT, INC., AS PORTFOLIO

  MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Scott Baskind

  	
   

  
	
   

  	
   

  	
  Name: Scott Baskind

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


11

















 


	
   

  	
  SAGAMORE CLO
  LTD.

  BY: INVESCO SENIOR SECURED

  MANAGEMENT, INC., AS COLLATERAL

  MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ Scott Baskind

  	
   

  
	
   

  	
   

  	
  Name: Scott Baskind

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


 


	
   

  	
  SARATOGA CLO
  I, LIMITED

  BY: INVESCO SENIOR SECURED

  MANAGEMENT, INC., AS THE ASSET

  MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Scott Baskind

  	
   

  
	
   

  	
   

  	
  Name: Scott Baskind

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


 


	
   

  	
  VELOCITY
  CLO, LTD.

  BY: TCW ADVISORS, INC., ITS COLLATERAL

  MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ G. Wayne Hosang

  	
   

  
	
   

  	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  BY:

  	
     /s/ Stephen Suo

  	
   

  
	
   

  	
   

  	
  Name: Stephen Suo

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  CELEBRITY
  CLO LIMITED

  BY: TCW ADVISORS, INC., AS AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/ G. Wayne Hosang

  	
   

  
	
   

  	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  BY:

  	
  /s/ Stephen Suo

  	
   

  
	
   

  	
   

  	
  Name: Stephen Suo

  
	
   

  	
   

  	
  Title: Vice President

  



 


12

















 


	
   

  	
  DARIEN LOAN
  FUNDING COMPANY

  BY: TCW ADVISORS AS ITS INTERIM COLLATERAL MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ G. Wayne Hosang

  	
   

  
	
   

  	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
   

  	
  Title: Vice President

  



 


	
   

  	
  BY:

  	
  /s/ Stephen Suo

  	
   

  
	
   

  	
   

  	
  Name: Stephen Suo

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  FIRST 2004-I
  CLO, LTD.

  BY: TCW ADVISORS, ITS COLLATERAL

  MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ G. Wayne Hosang

  	
   

  
	
   

  	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  BY:

  	
  /s/ Stephen Suo

  	
   

  
	
   

  	
   

  	
  Name: Stephen Suo

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  FIRST 2004-II
  CLO, LTD.

  BY: TCW ADVISORS, INC., ITS COLLATERAL

  MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ G. Wayne Hosang

  	
   

  
	
   

  	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  BY:

  	
  /s/ Stephen Suo

  	
   

  
	
   

  	
   

  	
  Name: Stephen Suo

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  LOAN FUNDING
  I LLC,

  A WHOLLY OWNED SUBSIDIARY OF

  CITIBANK, N.A.

  BY: TCW ADVISORS, INC.,

  AS PORTFOLIO MANAGER OF LOAN

  FUNDING I LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ G. Wayne Hosang

  	
   

  
	
   

  	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
   

  	
  Title: Vice President

  



 


13

















 


	
   

  	
  BY:

  	
  /s/ Stephen Suo

  	
   

  
	
   

  	
   

  	
  Name: Stephen Suo

  
	
   

  	
   

  	
  Title: Vice President

  



 


	
   

  	
  TCW SELECT
  LOAN FUND, LIMITED

  BY: TCW ADVISORS, INC. AS ITS

  COLLATERAL MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ G. Wayne Hosang

  	
   

  
	
   

  	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
   

  	
  Title: Vice President

  



 


	
   

  	
  BY:

  	
  /s/ Stephen Suo

  	
   

  
	
   

  	
   

  	
  Name: Stephen Suo

  
	
   

  	
   

  	
  Title: Vice President

  



 


	
   

  	
  TCW SENIOR
  SECURED LOAN FUND, LP

  BY: TCW ADVISORS, INC., AS ITS

  INVESTMENT ADVISOR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ G. Wayne Hosang

  	
   

  
	
   

  	
   

  	
  Name: G. Wayne Hosang

  
	
   

  	
   

  	
  Title: Vice President

  



 


	
   

  	
  BY:

  	
  /s/ Stephen Suo

  	
   

  
	
   

  	
   

  	
  Name: Stephen Suo

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  STANWICH
  LOAN FUNDING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ M. Cristina Higgins

  	
   

  
	
   

  	
   

  	
  Name: M. Cristina Higgins

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


14

















 


	
   

  	
  TRUMBULL THC2 LOAN FUNDING LLC, FOR

  ITSELF OR AS AGENT FOR TRUMBULL THC2

  CFPI LOAN FUNDING LLC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Eugene Caraus

  	
   

  
	
   

  	
   

  	
  Name: Eugene Caraus

  
	
   

  	
   

  	
  Title: Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STEDMAN CBNA LOAN FUNDING LLC, FOR ITSELF
  OR AS AGENT FOR STEDMAN CFPI LOAN FUNDING LLC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Eugene Caraus

  	
   

  
	
   

  	
   

  	
  Name: Eugene Caraus

  
	
   

  	
   

  	
  Title: Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  BUSHNELL CBNA LOAN FUNDING LLC, FOR

  ITSELF OR AS AGENT FOR BUSHNELL CFPI

  LOAN FUNDING LLC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Eugene Caraus

  	
   

  
	
   

  	
   

  	
  Name: Eugene Caraus

  
	
   

  	
   

  	
  Title: Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLSTATE LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Robert B. Bodett

  	
   

  
	
   

  	
   

  	
  Name: Robert B. Bodett

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Breege A. Farrell

  	
   

  
	
   

  	
   

  	
  Name: Breege A. Farrell

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


 


	
   

  	
  AIMCO CLO, SERIES 2005-A

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Robert B. Bodett

  	
   

  
	
   

  	
   

  	
  Name: Robert B. Bodett

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


15

















 


	
   

  	
  BY:

  	
  /s/ Breege A. Farrell

  	
   

  
	
   

  	
   

  	
  Name: Breege A. Farrell

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


 


	
   

  	
  LCM II LIMITED PARTNERSHIP

  
	
   

  	
  BY: LYON CAPITAL MANAGEMENT LLC, AS
  COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Alexander B. Kenna

  	
   

  
	
   

  	
   

  	
  Name: Alexander B. Kenna

  
	
   

  	
   

  	
  Title: Portfolio Manager

  



 


	
   

  	
  LCM III, LTD.

  
	
   

  	
  BY: LYON CAPITAL MANAGEMENT LLC, AS

  COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Alexander B. Kenna

  	
   

  
	
   

  	
   

  	
  Name: Alexander B. Kenna

  
	
   

  	
   

  	
  Title: Portfolio Manager

  



 


	
   

  	
  LCM IV, LTD.

  
	
   

  	
  BY: LYON CAPITAL MANAGEMENT LLC, AS

  COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Alexander B. Kenna

  	
   

  
	
   

  	
   

  	
  Name: Alexander B. Kenna

  
	
   

  	
   

  	
  Title: Portfolio Manager

  



 


 


	
   

  	
  GULF STREAM-COMPASS CLO 2002-1 LTD

  
	
   

  	
  BY: GULF STREAM ASSET MANAGEMENT

  LLC AS COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Barry K. Love

  	
   

  
	
   

  	
   

  	
  Name: Barry K. Love

  
	
   

  	
   

  	
  Title: Chief Credit Officer

  



 


16

















 


	
   

  	
  GULF STREAM-COMPASS CLO 2003-I LTD

  
	
   

  	
  BY: GULF STREAM ASSET MANAGEMENT LLC AS
  COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Barry K. Love

  	
   

  
	
   

  	
   

  	
  Name: Barry K. Love

  
	
   

  	
   

  	
  Title: Chief Credit Officer

  



 


	
   

  	
  GULF STREAM-COMPASS CLO 2005-I LTD

  
	
   

  	
  BY: GULF STREAM ASSET MANAGEMENT

  LLC AS COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Barry K. Love

  	
   

  
	
   

  	
   

  	
  Name: Barry K. Love

  
	
   

  	
   

  	
  Title: Chief Credit Officer

  



 


	
   

  	
  VAN KAMPEN

  
	
   

  	
  SENIOR INCOME TRUST

  
	
   

  	
  BY: VAN KAMPEN ASSET MANAGEMENT

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Christina Jamieson

  	
   

  
	
   

  	
   

  	
  Name: Christina Jamieson

  
	
   

  	
   

  	
  Title: Executive Director

  



 


	
   

  	
  VAN KAMPEN

  
	
   

  	
  SENIOR LOAN FUND

  
	
   

  	
  BY: VAN KAMPEN ASSET MANAGEMENT

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Christina Jamieson

  	
   

  
	
   

  	
   

  	
  Name: Christina Jamieson

  
	
   

  	
   

  	
  Title: Executive Director

  



 


17

















 


	
   

  	
  LOAN
  PARTIES:

  
	
   

  	
  ACC CABLE COMMUNICATIONS FL-

  VA, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Cable Holdings VA, Inc., its sole

  member

  
	
   

  	
   

  
	
   

  	
  ACC CABLE HOLDINGS VA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACC HOLDINGS II, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  
	
   

  	
  ACC INVESTMENT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  ACC OPERATIONS, INC.

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES (JB), LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 1, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 4, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 6, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 103, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 105, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 109, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 121, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 122, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 123, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 124, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 130, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 146, LLC

  



 

















 


	
   

  	
  ACC PROPERTIES 148, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 149, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 150, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 151, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 152, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 154, LLC

  
	
   

  	
   

  
	
   

  	
  ACC PROPERTIES 156, LLC

  
	
   

  	
   

  
	
   

  	
  ACC TELECOMMUNICATIONS

  HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ACC TELECOMMUNICATIONS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Telecommunications Holdings LLC, its

  sole member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ACC TELECOMMUNICATIONS OF

  VIRGINIA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Telecommunications Holdings LLC, its

  sole member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ACC-AMN HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA ACQUISITION

  SUBSIDIARY, INC.

  



 

















 


	
   

  	
  ADELPHIA ARIZONA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA BLAIRSVILLE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Communications Corp., its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLE PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its Managing

  General Partner

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION

  ASSOCIATES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chelsea
  Communications, Inc., its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF BOCA

  RATON, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  Cablevision Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF

  FONTANA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Clear
  Cablevision, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF INLAND

  EMPIRE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Clear
  Cablevision, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF THE

  KENNEBUNKS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  



 

















 


	
   

  	
  ADELPHIA CABLEVISION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF NEW

  YORK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF

  NEWPORT BEACH, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Ft.
  Myers Cablevision, LLC, its sole member

  
	
   

  	
  By:

  	
  Ft.
  Myers Acquisition Limited Partnership, its

  sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF

  ORANGE COUNTY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Ft.
  Myers Cablevision, LLC, its sole member

  
	
   

  	
  By:

  	
  Ft.
  Myers Acquisition Limited Partnership, its

  sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF

  ORANGE COUNTY II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Mickelson
  Media, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF SAN

  BERNADINO, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Clear
  Cablevision, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF SANTA

  ANA, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  UCA,
  LLC, its sole member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF SEAL

  BEACH, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Manchester
  Cablevision, Inc., its sole member

  



 

















 


	
   

  	
  ADELPHIA CABLEVISION OF SIMI

  VALLEY, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  UCA,
  LLC, its sole member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF WEST

  PALM BEACH III, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  New Mexico Cable Television Corp.,

  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF WEST

  PALM BEACH IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sentinel
  Communications of Muncie, Indiana,

  Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CABLEVISION OF WEST

  PALM BEACH V, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Huntington
  CATV, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CALIFORNIA

  CABLEVISION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CENTRAL

  PENNSYLVANIA, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  National
  Cable Acquisition Associates, L.P.,

  its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA CLEVELAND, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  of the Midwest, Inc., its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA COMMUNICATIONS

  CORPORATION

  



 

















 


	
   

  	
  ADELPHIA COMMUNICATIONS OF

  CALIFORNIA, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  Cablevision Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA COMMUNICATIONS OF

  CALIFORNIA II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  Cablevision Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA COMMUNICATIONS OF

  CALIFORNIA III, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  FrontierVision,
  its sole member

  
	
   

  	
  By:

  	
  FrontierVision
  Holdings, L.P., its general

  partner

  
	
   

  	
  By:

  	
  FrontierVision
  Partners, L.P., its general

  partner

  
	
   

  	
  By:

  	
  Adelphia
  GP Holdings, L.L.C., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA COMMUNICATIONS

  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA COMPANY OF WESTERN

  CONNECTICUT

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA GENERAL HOLDINGS III,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA GS CABLE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., it sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA GP HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA HARBOR CENTER

  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  



 

















 


	
   

  	
  ADELPHIA HOLDINGS 2001, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., it sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing partner

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA INTERNATIONAL II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its member

  
	
   

  	
  By:

  	
  Adelphia
  Communications International, Inc.,

  its member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA INTERNATIONAL III LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its member

  
	
   

  	
  By:

  	
  Adelphia
  Communications International, Inc.,

  its member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA OF THE MIDWEST, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA MOBILE PHONES

  
	
   

  	
   

  
	
   

  	
  ADELPHIA PINELLAS COUNTY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Ft.
  Myers Cablevision, L.L.C., its sole

  member

  
	
   

  	
  By:

  	
  Ft.
  Myers Acquisition Limited Partnership, its

  sole member

  
	
   

  	
  By

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA PRESTIGE CABLEVISION,

  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA TELECOMMUNICATIONS,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  ADELPHIA TELECOMMUNICATIONS

  OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
  ADELPHIA WELLSVILLE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  



 

















 


	
   

  	
  ADELPHIA WESTERN NEW YORK

  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  ARAHOVA
  COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  ARAHOVA HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  BADGER
  HOLDING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  BETTER TV, INC. OF BENNINGTON

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKSBURG/SALEM

  CABLEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  BRAZAS COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  BUENAVISION

  TELECOMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CABLE SENRY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  CALIFORNIA AD SALES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Ft.
  Myers Cablevision, L.L.C., its sole

  member

  
	
   

  	
  By:

  	
  Ft.
  Myers Acquisition Limited Partnership, its

  sole member

  
	
   

  	
  By

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  CCC-III, INC.

  
	
   

  	
   

  
	
   

  	
  CCC-INDIANA, INC.

  



 

















 


	
   

  	
  CCH INDIANA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCC-Indiana,
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  CDA CABLE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY ADVERTISING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY ALABAMA CORP

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY ALABAMA HOLDING

  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY AUSTRALIA

  COMMUNICATIONS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY BERKSHIRE CABLE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY CABLE HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY CABLE HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY CABLE MANAGEMENT

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY CABLE OF SOUTHERN

  CALIFORNIA

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY CABLEVISION HOLDINGS,

  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY CAROLINA CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY COLORADO SPRINGS

  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY COLORADO SPRINGS

  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Paragon
  Cable Television Inc., a general

  partner

  



 

















 


	
   

  	
  CENTURY COMMUNICATIONS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY CULLMAN CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY ENTERPRISE CABLE

  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY EXCHANGE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY FEDERAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY GRANITE CABLE

  TELEVISION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY HUNTINGTON COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY INDIANA CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY ISLAND ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY ISLAND CABLE

  TELEVISION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY INVESTMENT HOLDING

  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY INVESTORS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY KANSAS CABLE

  TELEVISION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY LYKENS CABLE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY MENDOCINO CABLE

  TELEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY MISSISSIPPI CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY MOUNTAIN CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY NEW MEXICO CABLE

  TELEVISION CORP.

  



 

















 


	
   

  	
  CENTURY NORWICH CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY OHIO CABLE TELEVISION

  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY OREGON CABLE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY PACIFIC CABLE TV, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY PROGRAMMING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY REALTY CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY SHASTA CABLE

  TELEVISION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY SOUTHWEST COLORADO

  CABLE TELEVISION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY-TCI CALIFORNIA

  COMMUNICATIONS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Exchange LLC, its general partner

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY-TCI CALIFORNIA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century-TCI
  California Communications,

  L.P., its general partner

  
	
   

  	
  By

  	
  Century
  Exchange LLC, its general partner

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY-TCI DISTRIBUTION

  COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Exchange LLC, its general partner

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY-TCI HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century-TCI
  California Communications,

  L.P., its general partner

  
	
   

  	
  By

  	
  Century
  Exchange LLC, its general partner

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY TRINIDAD CABLE

  TELEVISION CORP.

  



 






 













 


	
   

  	
  CENTURY VIRGINIA CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY VOICE AND DATA

  COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY WARRICK CABLE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY WASHINGTON CABLE

  TELEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTURY WYOMING CABLE

  TELEVISION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  CHELSEA COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CHELSEA COMMUNICATIONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  CHESTNUT STREET SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  CLEAR CABLEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CMA CABLEVISION ASSOCIATES VII,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tele-Media
  Company of Tri-States, L.P., its

  general partner

  
	
   

  	
  By:

  	
  Tri-States,
  L.L.C., its general partner

  
	
   

  	
  By:

  	
  Century
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its managing

  general partner

  



 

















 


	
   

  	
  CMA CABLEVISION ASSOCIATES XI,

  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tele-Media
  Company of Tri-States, L.P., its

  general partner

  
	
   

  	
  By:

  	
  Tri-States,
  L.L.C., its general partner

  
	
   

  	
  By:

  	
  Century
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its managing

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  CORAL SECURITY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  COWLITZ CABLEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  CP-MDU I LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  California Cablevision, L.L.C., its

  sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  CP-MDU II LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  California Cablevision, L.L.C., its

  sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  E.& E. CABLE SERVICE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  EASTERN VIRGINIA CABLEVISION

  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eastern
  Virginia Cablevision, L.P., its sole

  member

  
	
   

  	
  By:

  	
  TMC
  Holdings Corporation, its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  EASTERN VIRGINIA CABLEVISION,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TMC
  Holdings Corporation, its general

  partner

  



 

















 


	
   

  	
  EMPIRE SPORTS NETWORK, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Parnassos
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  Adelphia
  Western New York Holdings, LLC,

  its general partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  FAE CABLE MANAGEMENT CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  FOP INDIANA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  FrontierVision
  Cable New England, Inc., its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  FRONTIERVISION ACCESS

  PARTNERS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  FrontierVision
  Operating Partners, L.P., its

  sole member

  
	
   

  	
  By:

  	
  FrontierVision
  Holdings, L.P., its general

  partner

  
	
   

  	
  By:

  	
  FrontierVision
  Partners, L.P., its general

  partner

  
	
   

  	
  By:

  	
  Adelphia
  GP Holdings, LLC, its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  FRONTIERVISION CABLE NEW

  ENGLAND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  FRONTIERVISION CAPITAL

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  FRONTIERVISION HOLDINGS

  CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  FRONTIERVISION HOLDINGS

  CAPITAL II CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  FRONTIERVISION HOLDINGS L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  FrontierVision
  Partners, L.P., its sole member

  
	
   

  	
  By:

  	
  Adelphia
  GP Holdings, LLC, its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  



 

















 


	
   

  	
  FRONTIERVISION HOLDINGS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  FrontierVision
  Partners, L.P., its general

  partner

  
	
   

  	
  By:

  	
  Adelphia
  GP Holdings, LLC, its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  FRONTIERVISION OPERATING

  PARTNERS L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  FrontierVision
  Holdings, L.P., its sole

  member

  
	
   

  	
  By:

  	
  FrontierVision
  Partners, L.P., its general

  partner

  
	
   

  	
  By:

  	
  Adelphia
  GP Holdings, LLC, its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  FRONTIERVISION OPERATING

  PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  FrontierVision
  Holdings, L.P., its general

  partner

  
	
   

  	
  By:

  	
  FrontierVision
  Partners, L.P., its general

  partner

  
	
   

  	
  By:

  	
  Adelphia
  GP Holdings, LLC, its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  FRONTIERVISION PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia GP Holdings, LLC, its

  general partner

  
	
   

  	
  By:

  	
  ACC Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  FT. MYERS ACQUISITION LIMITED

  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  



 

















 


	
   

  	
  FT. MYERS CABLEVISION, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Ft.
  Myers Acquisition Limited Partnership, its

  sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  GENESIS CABLE COMMUNICATIONS

  SUBSIDIARY, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Cable Communications FL-VA, LLC,

  its sole member

  
	
   

  	
  By:

  	
  ACC
  Cable Holdings VA, Inc., its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL ACQUISITION PARTNERS,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Global
  Cablevision II, LLC, its general

  partner

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL CABLEVISION II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing partner

  
	
   

  	
   

  	
   

  
	
   

  	
  THE GOLF CLUB AT WENDING

  CREEK FARMS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  GRAFTON CABLE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  GS CABLE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  GS Cable, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  



 

















 


	
   

  	
  GS TELECOMMUNICATIONS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GS
  Cable, LLC, its sole member

  
	
   

  	
  By:

  	
  Adelphia
  GS Cable, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  HARRON CABLEVISION OF NEW

  HAMPSHIRE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  HUNTINGTON CATV, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  IMPERIAL VALLEY CABLEVISION,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  KALAMAZOO COUNTY

  CABLEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  KEY BISCAYNE CABLEVISION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  Cable Partners, LP, a general partner

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its managing

  general partner

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  KOOTENAI CABLE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  LAKE CHAMPLAIN CABLE

  TELEVISION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  LEADERSHIP ACQUISITION LIMITED

  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  LOUISA CABLEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MANCHESTER CABLEVISION, INC

  



 

















 


	
   

  	
  MARTHA’S VINEYARD

  CABLEVISION, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Cable Holdings, LLC, its general

  partner

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  MERCURY COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MICKELSON MEDIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MICKELSON MEDIA OF FLORIDA,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MONUMENT COLORADO

  CABLEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MOUNTAIN CABLE

  COMMUNICATIONS

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  MOUNTAIN CABLE COMPANY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Pericles
  Communications Corporation, its

  managing general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  MONTGOMERY CABLEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MT. LEBANON CABLEVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  MULTI-CHANNEL T.V. CABLE

  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CABLE ACQUISITION

  ASSOCIATES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  OLYMPUS CABLE HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  



 

















 


	
   

  	
  OLYMPUS CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  OLYMPUS COMMUNICATIONS

  HOLDINGS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  OLYMPUS COMMUNICATIONS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  OLYMPUS SUBSIDIARY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  OWENSBORO-BRUNSWICK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  OWENSBORO INDIANA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Granite Cable Television Corp., its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  OWENSBORO ON THE AIR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  PAGE TIME, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  PALM BEACH GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  PARAGON CABLE TELEVISION INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  PARAGON CABLEVISION

  CONSTRUCTION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  PARAGON CABLEVISION

  MANAGEMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  PARNASSOS COMMUNICATIONS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  Western New York Holdings, LLC,

  its general partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  



 

















 


	
   

  	
  PARNASSOS DISTRIBUTION

  
	
   

  	
  COMPANY I, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  Western New York Holdings, LLC,

  its sole member and managing member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc.,

  
	
   

  	
   

  	
  its
  sole member and managing member

  
	
   

  	
   

  	
   

  
	
   

  	
  PARNASSOS DISTRIBUTION

  
	
   

  	
  COMPANY II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Montgomery
  Cablevision, Inc.,

  
	
   

  	
   

  	
  its
  sole member and managing member

  
	
   

  	
   

  	
   

  
	
   

  	
  PARNASSOS HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Parnassos
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  Adelphia
  Western New York Holdings, LLC,

  its general partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  PARNASSOS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Parnassos
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  Adelphia
  Western New York Holdings, LLC,

  its general partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  PERICLES COMMUNICATIONS

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  PULLMAN TV CABLE CO., INC.

  
	
   

  	
   

  
	
   

  	
  RENTAVISION OF BRUNSWICK, INC.

  
	
   

  	
   

  
	
   

  	
  RICHMOND CABLE TELEVISION

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  RIGPAL COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
  ROBINSON/PLUM CABLEVISION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its general partner

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  



 

















 


	
   

  	
  SABRES, INC.

  
	
   

  	
   

  
	
   

  	
  SCRANTON CABLEVISION, INC.

  
	
   

  	
   

  
	
   

  	
  SENTINEL COMMUNICATIONS OF 

  
	
   

  	
  MUNCIE, INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  SOUTHEAST FLORIDA CABLE, INC.

  
	
   

  	
   

  
	
   

  	
  SOUTHWEST COLORADO CABLE,

  
	
   

  	
   INC.

  
	
   

  	
   

  
	
   

  	
  SOUTHWEST VIRGINIA CABLE, INC.

  
	
   

  	
   

  
	
   

  	
  S/T CABLE CORPORATION

  
	
   

  	
   

  
	
   

  	
  STAR CABLE INC.

  
	
   

  	
   

  
	
   

  	
  STARPOINT, LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  West
  Boca Acquisition Limited Partnership,

  its general partner

  
	
   

  	
  By:

  	
  Adelphia
  Cable Partners, L.P., its general

  partner

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its managing

  general partner

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  
	
   

  	
  SVHH CABLE ACQUISITION, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SVhh
  Holdings, LLC, its general partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  SVHH HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  



 

















 


	
   

  	
  TELE-MEDIA COMPANY OF 

  
	
   

  	
  HOPEWELL-PRINCE GEORGE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eastern
  Virginia Cablevision Holdings, LLC,

  its managing general partner

  
	
   

  	
  By:

  	
  Eastern
  Virginia Cablevision, L.P., its sole

  member

  
	
   

  	
  By:

  	
  TMC
  Holdings Corporation, its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  TELE-MEDIA COMPANY OF TRI-

  
	
   

  	
  STATES L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tri-States,
  L.L.C., its general partner

  
	
   

  	
  By:

  	
  Century
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  TELE-MEDIA INVESTMENT 

  
	
   

  	
  PARTNERSHIP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  National
  Cable Acquisition Associates, L.P., a

  general partner

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  TELESAT ACQUISITION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Arahova
  Holdings, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  TELESTAT ACQUISITION LIMITED 

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its general

  partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  THE MAIN INTERNETWORKS, INC.

  
	
   

  	
   

  
	
   

  	
  THE WESTOVER T.V. CABLE CO., 

  
	
   

  	
  INCORPORATED

  



 

















 


	
   

  	
  THREE RIVERS CABLE ASSOCIATES,

  
	
   

  	
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chelsea
  Communications, LLC, a general

  partner

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
  And
  By: Mt. Lebanon Cablevision, Inc., a general 

  
	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  TIMOTHEOS COMMUNICATIONS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olympus
  Communications Holdings, L.L.C.,

  its general partner

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  TMC HOLDINGS CORPORATION

  
	
   

  	
   

  
	
   

  	
  TMC HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  TRI-STATES, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  UCA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. TELE-MEDIA INVESTMENT 

  
	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  UPPER ST. CLAIR CABLEVISION, INC.

  
	
   

  	
   

  
	
   

  	
  VALLEY VIDEO, INC.

  
	
   

  	
   

  
	
   

  	
  VAN BUREN COUNTY CABLEVISION, 

  
	
   

  	
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  WARRICK CABLEVISION, INC.

  



 

















 


	
   

  	
  WARRICK INDIANA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CCC-III,
  Inc., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLSVILLE CABLEVISION, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Century
  Cable Holdings, LLC, its sole

  member

  
	
   

  	
  By:

  	
  Century
  Cable Holding Corp., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST BOCA ACQUISITION LIMITED 

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  Cable Partners, L.P., its general

  partner

  
	
   

  	
  By:

  	
  Olympus
  Cable Holdings, LLC, its managing

  general partner

  
	
   

  	
  By:

  	
  Olympus
  Subsidiary, LLC, its sole member

  
	
   

  	
  By:

  	
  Olympus
  Communications, L.P., its sole

  member

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc., its managing general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTERN NY CABLEVISION, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adelphia
  Western New York Holdings, LLC,

  its general partner

  
	
   

  	
  By:

  	
  ACC
  Operations, Inc, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTVIEW SECURITY, INC.

  



 

















 


	
   

  	
  WILDERNESS CABLE COMPANY

  
	
   

  	
   

  
	
   

  	
  YOUNG’S CABLE TV CORP.

  
	
   

  	
   

  
	
   

  	
  YUMA CABLEVISION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa A. Wittman

  
	
   

  	
   

  	
  Name:

  	
  Vanessa A. Wittman

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  



 

















Annex A


 


Tranche A
Commitment Amounts


 


	
  Tranche A Lender

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.

  	
   

  	
  $

  	
  75,000,000.00

  	
   

  
	
  CITICORP NORTH AMERICA, INC.

  	
   

  	
  75,000,000.00

  	
   

  
	
  WACHOVIA BANK, N.A.

  	
   

  	
  75,000,000.00

  	
   

  
	
  BANK OF AMERICA, N.A.

  	
   

  	
  60,000,000.00

  	
   

  
	
  CIT LENDING SERVICES CORPORATION

  	
   

  	
  60,000,000.00

  	
   

  
	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  	
   

  	
  60,000,000.00

  	
   

  
	
  GENERAL ELECTRIC CAPITAL CORPORATION

  	
   

  	
  60,000,000.00

  	
   

  
	
  THE BANK OF NOVA SCOTIA

  	
   

  	
  60,000,000.00

  	
   

  
	
  THE FOOTHILL GROUP, INC.

  	
   

  	
  60,000,000.00

  	
   

  
	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH

  	
   

  	
  55,000,000.00

  	
   

  
	
  CALYON

  	
   

  	
  50,000,000.00

  	
   

  
	
  BANK OF MONTREAL

  	
   

  	
  38,000,000.00

  	
   

  
	
  BAYERISCHE HYPO-und VEREINSBANK AG, NEW YORK
  BRANCH

  	
   

  	
  27,700,000.00

  	
   

  
	
  THE TRAVELERS INSURANCE COMPANY

  	
   

  	
  25,000,000.00

  	
   

  
	
  SATELLITE SENIOR INCOME FUND II, LLC

  	
   

  	
  19,300,000.00

  	
   

  
	
  TOTAL

  	
   

  	
  800,000,000.00

  	
   

  
					



 

















 


ANNEX B


 


Century Borrower Group
(Several Borrower Group):


 


Borrower:


Century
Cable Holdings, LLC


 


Guarantors:


Ft.
Myers Cablevision, LLC


Ft.
Myers Acquisition Limited Partnership


Adelphia
Cablevision of Newport Beach, LLC


California
Ad Sales, LLC


Tri-States,
L.L.C.


CMA
Cablevision Associates VII, L.P.


Wellsville
Cablevision, L.L.C.


Brazas
Communications, Inc.


Eastern
Virginia Cablevision, L.P.


Louisa
Cablevision, Inc.


Manchester
Cablevision, Inc.


Clear
Cablevision, Inc.


Adelphia
Cablevision of Inland Empire, LLC


Adelphia
Cablevision Corp.


Harron
Cablevision of New Hampshire, Inc.


Adelphia
Communications of California II, LLC


Century
Virginia Corp.


Adelphia
of the Midwest, Inc.


Badger
Holding Corporation


Paragon
Cable Television Inc.


Paragon
Cablevision Construction Corporation


Century
Wyoming Cable Television Corp.


Star
Cable Inc.


E.
& E. Cable Service, Inc.


Adelphia
Cablevision of West Palm Beach III, LLC


Adelphia
Cablevision of Orange County II, LLC


Owensboro
on the Air, Inc.


Owensboro
Indiana, L.P.


Century
Island Cable Television Corp.


Southwest
Colorado Cable, Inc.


Sentinel
Communications of Muncie, Indiana, Inc.


Huntington
CATV, Inc.


Century
Warrick Cable Corp.


Century
Cable Holding Corp.


Adelphia
Cablevision of Orange County, LLC


Century
Ohio Cable Television Corp.


Tele-Media
Company of Tri-States L.P.


CMA
Cablevision Associates XI, Limited Partnership


Martha’s
Vineyard Cablevision, L.P.


TMC
Holdings Corporation


Scranton
Cablevision, Inc.


 

















 


Blacksburg/Salem
Cablevision, Inc.


Adelphia
Cablevision of Seal Beach, LLC


Adelphia
Cablevision of Fontana, LLC


Adelphia
Cablevision of San Bernardino, LLC


Adelphia
Cablevision of Boca Raton, LLC


Adelphia
Communications of California, LLC


Century
Mountain Corp.


Adelphia
Prestige Cablevision, LLC


Adelphia
Cleveland, LLC


S/T
Cable Corporation


Paragon
Cablevision Management Corporation


Century
Trinidad Cable Television Corp.


Grafton
Cable Company


The
Westover T.V. Cable Co., Incorporated


Century
New Mexico Cable Television Corp.


Mickelson
Media, Inc.


Century
Mendocino Cable Television, Inc.


Century
Colorado Springs Partnership


Century
Granite Cable Television Corp.


Century
Island Associates, Inc.


Century
Southwest Colorado Cable Television Corp.


Century
Indiana Corp.


Adelphia
Cablevision of West Palm Beach IV, LLC


Adelphia
Cablevision of West Palm Beach V, LLC


Century
Berkshire Cable Corp.


Adelphia
Pinellas County, LLC


 


2

















 


Century-TCI Borrower Group (Several Borrower Group):


 


Borrower:


Century-TCI
California, L.P.


 


Guarantors:


Century-TCI
Holdings, LLC


Century-TCI
California Communications, L.P.


Century-TCI
Distribution Company, LLC


 


3

















 


UCA Borrower Group (Several Borrower Group):


 


Borrower:


UCA
LLC


 


Guarantors:


Southwest
Virginia Cable, Inc.


Van
Buren County Cablevision, Inc.


Adelphia
Cablevision of Santa Ana, LLC


Adelphia
Cablevision of Simi Valley, LLC


Tele-Media
Company of Hopewell-Prince George


SVHH
Cable Acquisition, L.P.


SVHH
Holdings, LLC


Olympus
Communications, L.P.


National
Cable Acquisition Associates, L.P.


Tele-Media
Investment Partnership, L.P.


Adelphia
Central Pennsylvania, LLC


Eastern
Virginia Cablevision Holdings, LLC


 


4

















 


Parnassos Borrower Group (Several Borrower
Group):


 


Borrower:


Parnassos,
L.P.


 


Guarantors:


Parnassos
Holdings, LLC


Parnassos
Communications, L.P.


Western
NY Cablevision, L.P.


Parnassos
Distribution Company I, LLC


Parnassos
Distribution Company II, LLC


 


5

















 


Frontiervision Borrower Group (Several
Borrower Group):


 


Borrower:


FrontierVision
Operating Partners, L.P.


 


Guarantors:


FrontierVision Capital Corporation


FrontierVision Access Partners, LLC


The Main InternetWorks, Inc.


Adelphia Communications of California III, LLC


FrontierVision Cable New England, Inc.


FOP Indiana, L.P.


FrontierVision Holdings, L.P.


FrontierVision Operating Partners, L.L.C.


FrontierVision Holdings Capital Corporation


FrontierVision Holdings Capital II Corporation


 


6

















 


Olympus Borrower Group (Several Borrower
Group):


 


Borrower:


Olympus
Cable Holdings, LLC


 


Guarantors:


Olympus
Communications Holdings, L.L.C.


Arahova
Holdings, LLC


Adelphia
Cablevision of New York, Inc.


Century
Alabama Holding Corp.


Century
Enterprise Cable Corp.


Century
Alabama Corp.


Century
Cullman Corp.


Century
Cable Management Corporation


Century
Carolina Corp.


Century
Huntington Company


Century
Mississippi Corp.


Century
Norwich Corp.


Century
Shasta Cable Television Corp.


CDA
Cable, Inc.


Century
Washington Cable Television, Inc.


Century
Kansas Cable Television Corp.


Century
Lykens Cable Corp.


Cowlitz
Cablevision, Inc.


Imperial
Valley Cablevision, Inc.


Kootenai
Cable, Inc.


Mickelson
Media of Florida, Inc.


Pullman
TV Cable Co., Inc.


Rentavision
of Brunswick, Inc.


Telesat
Acquisition, LLC


Valley
Video, Inc.


Wilderness
Cable Company


Yuma
Cablevision, Inc.


Warrick
Cablevision, Inc.


CCC-III,
Inc.


Warrick
Indiana, L.P.


Chelsea
Communications, LLC


Chelsea
Communications, Inc.


GS
Telecommunications LLC


Kalamazoo
County Cablevision, Inc.


Multi-Channel
T.V. Cable Company


Mt.
Lebanon Cablevision, Inc.


Rigpal
Communications, Inc.


Upper
St. Clair Cablevision, Inc.


Pericles
Communications Corporation


Mountain
Cable Communications Corporation


Young’s
Cable TV Corp.


Better
TV, Inc. of Bennington


 


7

















 


Adelphia
Cablevision Associates, L.P.


Three
Rivers Cable Associates, L.P.


Mountain
Cable Company, L.P.


Lake
Champlain Cable Television Corporation


Richmond
Cable Television Corporation


Adelphia
GS Cable, LLC


ACC
Cable Holdings VA, Inc.


Adelphia
Cable Partners, L.P.


GS
Cable LLC


ACC
Cable Communications FL-VA, LLC


Timotheos
Communications, L.P.


Southeast
Florida Cable, Inc.


Key
Biscayne Cablevision


West
Boca Acquisition Limited Partnership


Starpoint,
Limited Partnership


Genesis
Cable Communications Subsidiary L.L.C.


Cable
Sentry Corporation


Coral
Security, Inc.


Westview
Security, Inc.


Olympus
Capital Corporation


TMC
Holdings, LLC


Adelphia
Company of Western Connecticut


Olympus
Subsidiary, LLC


Adelphia
Holdings 2001, LLC

Palm Beach Group, Inc.


 


8

















 


Seven A
(Joint and Several Borrower Group):


 


Borrower:


ACC
Investment Holdings, Inc.


 


Guarantors:


 


ACC
Telecommunications Holdings LLC


ACC
Telecommunications LLC


ACC
Telecommunications of Virginia LLC


ACC-AMN
Holdings, LLC


Adelphia
Acquisition Subsidiary, Inc.


Adelphia
Arizona, Inc.


Adelphia
Cablevision, LLC


Adelphia
Communications International, Inc.


Adelphia
International II, LLC


Adelphia
International III, LLC


Adelphia
Harbor Center Holdings, LLC


Adelphia
General Holdings III, Inc.


Adelphia
Mobile Phones, Inc.


Adelphia
Telecommunications, Inc.


Adelphia
Wellsville, LLC


Chestnut
Street Services, LLC


The
Golf Club at Wending Creek Farms, LLC


Mercury
Communications, Inc.


Page
Time, Inc.


Sabres,
Inc.


US
Tele-Media Investment Company


Empire
Sports Network, L.P.


 


9

















 


Seven B
(Several Borrower Group):


 


Borrower:


Arahova
Communications, Inc.


 


Guarantors:


 


FAE
Cable Management Corp.


Adelphia
Blairsville, LLC


Century
Colorado Springs Corp.


Century
Voice and Data Communications, Inc.


Century
Australia Communications Corp.


Century
Oregon Cable Corp.


Century
Investment Holding Corp.


Century
Investors, Inc.


Owensboro-Brunswick,
Inc.


Century
Advertising, Inc.


Century
Programming, Inc.


Century
Realty Corp.


Century
Federal, Inc.


Century
Pacific Cable TV, Inc.


Century
Cable of Southern California


Century
Communications Corp.


Century
Exchange, LLC


 


10

















 


Seven C
(Several Borrower Group):


 


Borrower:


Adelphia
California Cablevision, LLC


 


Guarantors:


 


Adelphia
Cablevision of the Kennebunks, LLC


CP-MDU
I LLC


CP-MDU
II LLC


Adelphia
Telecommunications of Florida, Inc.


Buenavision
Telecommunications, Inc.


Century
Cablevision Holdings, LLC


CCC-Indiana,
Inc.


CCH
Indiana, L.P.


Global
Cablevision II, LLC


Global
Acquisition Partners, L.P.


Monument
Colorado Cablevision, Inc.


Leadership
Acquisition Limited Partnership


Telesat
Acquisition Limited Partnership


Robinson/Plum
Cablevision, L.P.


 


11

















 


Holding Company Guarantors:


 


Adelphia
Communications Corporation


ACC
Operations, Inc.


ACC
Holdings II, LLC


FrontierVision
Holdings, LLC


FrontierVision
Partners, L.P.


Adelphia
GP Holdings, LLC


Montgomery
Cablevision, Inc.


Adelphia
Western New York Holdings, LLC


ACC
Properties Holdings, LLC


ACC
Properties (JB), LLC


ACC
Properties 1, LLC


ACC
Properties 4, LLC


ACC
Properties 6, LLC


ACC
Properties 103, LLC


ACC
Properties 105, LLC


ACC
Properties 109, LLC


ACC
Properties 121, LLC


ACC
Properties 122, LLC


ACC
Properties 123, LLC


ACC
Properties 124, LLC


ACC
Properties 130, LLC


ACC
Properties 146, LLC


ACC
Properties 148, LLC


ACC
Properties 149, LLC


ACC
Properties 150, LLC


ACC
Properties 151, LLC


ACC
Properties 152, LLC


ACC
Properties 154, LLC


ACC
Properties 156, LLC


 


12

















 


Annex D


 


TRANCHE B Commitments


 


	
  TRANCHE B LENDER

  	
   

  	
  AMOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.

  	
   

  	
  $

  	
  183,307,987.11

  	
   

  
	
  THE FOOTHILL GROUP INCORPORATED

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  
	
  WACHOVIA BANK NATIONAL ASSOCIATION

  	
   

  	
  $

  	
  9,930,057.61

  	
   

  
	
  VAN KAMPEN SENIOR INCOME TRUST

  	
   

  	
  $

  	
  2,400,000.00

  	
   

  
	
  VAN KAMPEN SENIOR LOAN FUND

  	
   

  	
  $

  	
  1,600,000.00

  	
   

  
	
  CELERITY CLO LTD FKA LIGHTSPEED CLO LIMITED

  	
   

  	
  $

  	
  2,516,863.00

  	
   

  
	
  DARIEN LOAN FUNDING COMPANY

  	
   

  	
  $

  	
  2,949,410.99

  	
   

  
	
  FIRST 2004-I CLO, LTD.

  	
   

  	
  $

  	
  2,896,078.00

  	
   

  
	
  FIRST 2004-II CLO, LTD.

  	
   

  	
  $

  	
  1,516,863.00

  	
   

  
	
  LOAN FUNDING I LLC

  	
   

  	
  $

  	
  1,896,079.00

  	
   

  
	
  TCW SELECT LOAN FUND, LIMITED

  	
   

  	
  $

  	
  3,949,410.99

  	
   

  
	
  TCW SENIOR SECURED LOAN FUND LP

  	
   

  	
  $

  	
  758,432.02

  	
   

  
	
  VELOCITY CLO, LTD.

  	
   

  	
  $

  	
  1,516,862.98

  	
   

  
	
  SATELLITE SENIOR INCOME FUND II, LLC

  	
   

  	
  $

  	
  8,000,000.00

  	
   

  
	
  THE TRAVELERS INSURANCE COMPANY

  	
   

  	
  $

  	
  7,986,150.81

  	
   

  
	
  LCM II LIMITED PARTNERSHIP

  	
   

  	
  $

  	
  4,000,000.00

  	
   

  
	
  LCM III LTD

  	
   

  	
  $

  	
  4,000,000.00

  	
   

  
	
  LCM IV LTD

  	
   

  	
  $

  	
  4,000,000.00

  	
   

  
	
  AIM FLOATING RATE FUND

  	
   

  	
  $

  	
  1,000,000.00

  	
   

  
	
  AVALON CAPITAL LTD.

  	
   

  	
  $

  	
  2,500,000.00

  	
   

  
	
  CHAMPLAIN CLO, LTD.

  	
   

  	
  $

  	
  2,500,000.00

  	
   

  
	
  CHARTER VIEW PORTFOLIO

  	
   

  	
  $

  	
  5,000,000.00

  	
   

  
	
  DIVERSIFIED CREDIT PORTFOLIO LTD.

  	
   

  	
  $

  	
  1,500,000.00

  	
   

  
	
  LOAN FUNDING IX LLC

  	
   

  	
  $

  	
  2,500,000.00

  	
   

  
	
  SAGAMORE CLO LTD.

  	
   

  	
  $

  	
  1,500,000.00

  	
   

  
	
  SARATOGA CLO I, LIMITED

  	
   

  	
  $

  	
  1,500,000.00

  	
   

  
	
  ING PRIME RATE TRUST

  	
   

  	
  $

  	
  11,000,000.00

  	
   

  
	
  ING SENIOR INCOME FUND

  	
   

  	
  $

  	
  11,000,000.00

  	
   

  
	
  STANWICH LOAN FUNDING LLC

  	
   

  	
  $

  	
  4,000,000.00

  	
   

  
	
  BUSHNELL CBNA LOAN FUNDING LLC

  	
   

  	
  $

  	
  4,000,000.00

  	
   

  
	
  STEDMAN CBNA LOAN FUNDING LLC

  	
   

  	
  $

  	
  3,750,000.00

  	
   

  
	
  TRUMBULL THC2 LOAN FUNDING LLC

  	
   

  	
  $

  	
  3,000,000.00

  	
   

  
	
  GULF STREAM - COMPASS CLO 2005-1, LTD.

  	
   

  	
  $

  	
  3,500,000.00

  	
   

  
	
  GULF STREAM COMPASS CLO 2002-1

  	
   

  	
  $

  	
  4,000,000.00

  	
   

  
	
  GULF STREAM COMPASS CLO 2003-1, LTD.

  	
   

  	
  $

  	
  2,500,000.00

  	
   

  
	
  GENERAL ELECTRIC CAPITAL CORPORATION

  	
   

  	
  $

  	
  14,948,955.87

  	
   

  
	
  BALLYROCK CLO III, LIMITED

  	
   

  	
  $

  	
  2,200,000.00

  	
   

  
	
  FIDELITY ADV SERIES II:FA FLOATING RT HIGH
  INC FD

  	
   

  	
  $

  	
  30,350,000.00

  	
   

  



 

















 


	
  TRANCHE B LENDER

  	
   

  	
  AMOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FIDELITY CENT INV PORT LLC: F FL RATE CENT
  INV PORT

  	
   

  	
  $

  	
  2,450,000.00

  	
   

  
	
  EATON VANCE FLOATING RATE INCOME TRUST

  	
   

  	
  $

  	
  3,753,561.78

  	
   

  
	
  EATON VANCE SHORT DURATION DIVERSIFIED
  INCOME FUND

  	
   

  	
  $

  	
  496,502.89

  	
   

  
	
  EATON VANCE CDO III, LTD.

  	
   

  	
  $

  	
  1,415,033.21

  	
   

  
	
  EATON VANCE CDO VI, LIMITED

  	
   

  	
  $

  	
  1,817,200.55

  	
   

  
	
  EATON VANCE CDO VIII, LTD.

  	
   

  	
  $

  	
  1,817,200.55

  	
   

  
	
  EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

  	
   

  	
  $

  	
  3,917,407.73

  	
   

  
	
  EATON VANCE LIMITED DURATION INCOME FUND

  	
   

  	
  $

  	
  3,664,191.26

  	
   

  
	
  EATON VANCE SENIOR FLOATING RATE TRUST

  	
   

  	
  $

  	
  3,376,219.59

  	
   

  
	
  EATON VANCE SENIOR INCOME TRUST

  	
   

  	
  $

  	
  1,807,270.49

  	
   

  
	
  EATON VANCE VT FLOATING-RATE INCOME FUND

  	
   

  	
  $

  	
  287,971.67

  	
   

  
	
  GRAYSON AND CO

  	
   

  	
  $

  	
  21,319,833.71

  	
   

  
	
  SENIOR DEBT PORTFOLIO

  	
   

  	
  $

  	
  12,278,516.24

  	
   

  
	
  TOLLI AND CO.

  	
   

  	
  $

  	
  1,146,921.66

  	
   

  
	
  CALYON NEW YORK BRANCH

  	
   

  	
  $

  	
  2,979,017.29

  	
   

  
	
  CANADIAN IMPERIAL BANK OF COMMERCE

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  
	
  LONG LANE MASTER TRUST IV

  	
   

  	
  $

  	
  4,000,000.00

  	
   

  
	
  BLACK DIAMOND INTERNATIONAL FUNDING, LTD.

  	
   

  	
  $

  	
  16,000,000.00

  	
   

  
	
  SPIRET IV LOAN TRUST 2003-B

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  AIMCO CLO, SERIES 2005-A

  	
   

  	
  $

  	
  2,500,000.00

  	
   

  
	
  ALLSTATE LIFE INSURANCE CO.

  	
   

  	
  $

  	
  9,500,000.00

  	
   

  
	
  GALAXY CLO 2003-1, LTD.

  	
   

  	
  $

  	
  2,000,000.00

  	
   

  
	
  GALAXY III CLO, LTD.

  	
   

  	
  $

  	
  2,000,000.00

  	
   

  
	
  GALAXY IV CLO, LTD.

  	
   

  	
  $

  	
  4,000,000.00

  	
   

  
	
  SUNAMERICA LIFE INSURANCE CO.

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  
	
  SUNAMERICA SENIOR FLOATING RATE FUND INC.

  	
   

  	
  $

  	
  2,000,000.00

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  500,000,000.00

  	
   

  



 


2

















 


ANNEX E – Part I


 


Borrowing Limits


 


 


	
  Borrower

  	
   

  	
  Initial Borrowing Limits

  	
   

  	
  Final Borrowing Limits

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Century Cable Holdings, LLC

  	
   

  	
  $

  	
  690,000,000

  	
   

  	
  $

  	
  650,000,000

  	
   

  
	
  Century-TCI California, L.P.

  	
   

  	
  230,000,000

  	
   

  	
  250,000,000

  	
   

  
	
  UCA LLC

  	
   

  	
  100,000,000

  	
   

  	
  75,000,000

  	
   

  
	
  Parnassos, L.P.

  	
   

  	
  10,000,000

  	
   

  	
  10,000,000

  	
   

  
	
  FrontierVision Operating Partners, L.P.

  	
   

  	
  215,000,000

  	
   

  	
  205,000,000

  	
   

  
	
  Olympus Cable Holdings, LLC

  	
   

  	
  25,000,000

  	
   

  	
  25,000,000

  	
   

  
	
  ACC Investment Holdings, Inc. (Seven A)

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Arahova Communications, Inc. (Seven B)

  	
   

  	
  20,000,000

  	
   

  	
  75,000,000

  	
   

  
	
  Adelphia California Cablevision, LLC (Seven
  C)

  	
   

  	
  10,000,000

  	
   

  	
  10,000,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  1,300,000,000

  	
   

  	
  $

  	
  1,300,000,000

  	
   

  



 

















 


ANNEX F


 


Letter of Credit Sublimits


 


 


	
  Borrower Group

  	
   

  	
  Letter of Credit Sublimits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Century Cable Holdings, LLC

  	
   

  	
  $

  	
  135,000,000

  	
   

  
	
  Century-TCI California, L.P.

  	
   

  	
  110,000,000

  	
   

  
	
  UCA LLC

  	
   

  	
  75,000,000

  	
   

  
	
  Parnassos, L.P.

  	
   

  	
  10,000,000

  	
   

  
	
  FrontierVision Operating Partners, L.P.

  	
   

  	
  115,000,000

  	
   

  
	
  Olympus Cable Holdings, LLC

  	
   

  	
  25,000,000

  	
   

  
	
  ACC Investment Holdings, Inc. (Seven A)

  	
   

  	
  0

  	
   

  
	
  Arahova Communications, Inc. (Seven B)

  	
   

  	
  20,000,000

  	
   

  
	
  Adelphia California Cablevision, LLC (Seven
  C)

  	
   

  	
  10,000,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  500,000,000

  	
   

  



 

















 


EXHIBIT
G


 


UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK


 


	
   

  	
  )

  	
   

  
	
  In re

  	
  )

  	
  Chapter 11 Cases

  
	
   

  	
  )

  	
   

  
	
  Adelphia Communications Corporation, et
  al.,

  	
  )

  	
  Case No. 02-41729 (REG)

  
	
   

  	
  )

  	
   

  
	
   

  	
  Debtors.

  	
  )

  	
  Jointly Administered

  
	
   

  	
  )

  	
   

  
				



 


ORDER AUTHORIZING AND APPROVING, PURSUANT TO 11 U.S.C.


§§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3) AND 364(d)(1), (A)

AMENDMENT AND RESTATEMENT OF DIP CREDIT AGREEMENT

TO PROVIDE FOR EXTENSION OF POST-PETITION FINANCING,

(B) RELATED COMMITMENT LETTER AND FEE LETTER, (C)

PAYMENT OF RELATED FEES AND EXPENSES, AND (D)

AMENDMENT OF CASH MANAGEMENT PROTOCOL


 


Upon the
motion, dated February 27, 2006 (the “Motion”), of Adelphia Communications
Corporation and its affiliated debtors, each as a debtor and
debtor-in-possession (collectively, the “Debtors”), in the above-captioned
cases, for an order authorizing and approving, pursuant to 11 U.S.C. §§105,
361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3) and 364(d)(1), the execution of
the Fourth Amended and Restated Credit and Guaranty Agreement (the “Extended
DIP Facility”) amending and restating the Third Amended and Restated Credit and
Guaranty Agreement, dated as of February 25, 2005 (as amended and/or
supplemented to date, the “Existing DIP Facility”) that was given final
approval by the Court on February 22, 2005, pursuant to the Order Authorizing
and Approving, Pursuant to 11 U.S.C. Sections 105, 361, 362, 364(c)(1),
364(c)(2), 364(c)(3) and 364(d)(1), (A) Amendment and Restatement of DIP Credit
Agreement to Provide for Extension of Post-Petition Financing, (B) Related
Commitment Letter, and (C) Payment of Related Fees and Expenses (the “DIP
Extension Order”), which Extended DIP Facility provides, inter alia,
for an extension of the post-petition


 

















 


financing for the Debtors and an amendment to
the existing Cash Management Protocol; and a hearing (the “Hearing”) on the
Motion having been held on March 15, 2006; and pursuant to Bankruptcy Rules
4001(b) and 4001(c)(1), Local Bankruptcy Rule 9013-1(c) and this Court’s Case
Management Order #1, dated October 18, 2002, Case Management Order #2, dated
March 7, 2003 and Case Management Order #3, dated July 26, 2004, due notice
under the circumstances of the Motion and the Hearing having been given by the
Debtors, and upon all of the pleadings filed with this Court, and after due
deliberation and consideration and sufficient cause appearing therefor;


 


IT IS
DETERMINED, ORDERED AND ADJUDGED, that:


 


1.             This Court has core jurisdiction
over these proceedings and the parties and property affected hereby pursuant to
28 U.S.C. §§157(b) and 1334.


 


2.             The Motion is granted.


 


3.             Capitalized terms used but not
defined herein have the meanings given to them in the Motion and the Extended
DIP Facility, as applicable.


 


4.             The DIP Order, as supplemented
hereby, shall continue in full force and effect.


 


5.             The Debtors have a need to obtain
an extension of their current financing and are unable to obtain adequate
unsecured credit allowable under section 503(b)(1) of the Bankruptcy Code as an
administrative expense.


 


6.             The terms of the Extended DIP
Facility and the other Extension Documents appear to be fair and reasonable,
reflect the Debtors’ exercise of prudent business judgment consistent with
their fiduciary duty and are supported by reasonably equivalent value and fair
consideration. The Extended DIP Facility and the other Extension Documents have



 


2

















 


been negotiated in good faith and at
arm’s-length between the Debtors and the Agents, and any letters of credit and
other Obligations (as defined in the Existing DIP Facility) incurred under the
Extended DIP Facility shall be deemed to have been extended by the DIP Lenders
in good faith, as that term is used in section 364(e) of the Bankruptcy Code.


 


7.             The Extended DIP Facility and all
documents, instruments and agreements related thereto (including, without
limitation, the Commitment Letter and Fee Letter executed in connection
therewith) are authorized and approved in all respects.


 


8.             The Debtors are authorized to
execute the Extended DIP Facility, and the Guarantors may guaranty all
Obligations thereunder, and each shall be subject to all of the other terms and
conditions provided in the Extended DIP Facility and the DIP Order.


 


9.             The Debtors are hereby authorized
to perform and take all actions necessary to make, execute and deliver all
instruments and documents and to pay fees that may be reasonably required or
necessary for the Debtors’ performance under the Extended DIP Facility,
including, without limitation, the payments referred to in the Extended DIP Facility
and the Fee Letter, and such other fees, costs and expenses as may be due from
time to time including, without limitation, reasonable attorneys’ fees and
disbursements. Upon execution and delivery of the Extended DIP Facility and the
other Extension Documents, such documents shall constitute a valid and binding
obligation of the Debtors, enforceable against each Debtor party thereto in
accordance with its terms.


 


10.           All obligations of the Debtors
arising in connection with the Extended DIP Facility shall be deemed a part of
the Financing under the DIP Order. Without limiting the generality of the
foregoing (a) for all obligations and indebtedness arising under the Extended
DIP Facility, the Agents and the DIP Lenders are granted each and every right granted
to the 


 


3

















 


Agents and the DIP Lenders under the DIP
Order in connection with the Documents and the Financing (the relevant
provisions of the DIP Order being incorporated herein by reference) and (b) nothing
herein adversely affects the rights granted to the Agents and the DIP Lenders
under the DIP Order, which rights shall continue in full force and effect.
Consistent with and not in any way limiting the foregoing, (a) the definition
of “Documents” contained in the DIP Order shall be deemed to include the
Extended DIP Facility, and all other agreements, documents, notes and
instruments executed or delivered pursuant hereto or thereto or in connection
herewith or therewith, (b) the definition of “DIP Obligations” contained in the
DIP Order shall be deemed to include all obligations and indebtedness arising
under, in respect of or in connection with the Extended DIP Facility
(including, without limitation, all “Obligations” as defined in the Existing
DIP Facility, as amended and restated in the Extended DIP Facility) and this
Order, and (c) all liens, security interests, priorities and other rights,
remedies, benefits, privileges and protections provided in the DIP Order with
respect to or relating to the Existing DIP Facility and the Financing shall
apply with equal force and effect to the Extended DIP Facility and all
obligations in connection therewith or related thereto.


 


11.           The Extended DIP Facility and the
provisions of this Order shall be binding upon the Agents, the DIP Lenders and
the Debtors and their respective successors and assigns (including any chapter
7 or chapter 11 trustee hereinafter appointed or elected for the estate of any
of the Debtors) and inure to the benefit of the Agents, the DIP Lenders and the
Debtors and their respective successors and assigns.


 


12.           The Cash Management Protocol is
hereby amended by deleting the final sentence at the end of Section 3 and
replacing it in its entirety with the following new sentence at the end of Section
3 thereof:


 


4

















 


Notwithstanding anything contained in this Cash Management Protocol to
the contrary, including without limitation, in this Section 3, any and all
amounts loaned (but in no event in excess of $130 million) to (i) Adelphia
(each, an “Adelphia Loan”) by Century Cable Holdings, LLC,
FrontierVision Operating Partners, L.P., Olympus Cable Holdings, LLC and UCA
LLC (collectively, the “Participating Borrowers”) or (ii) ACC Investment
Holdings, Inc. by Adelphia (each, a “7A Loan”), in each case, pursuant
to the terms set forth in (x) that certain Order Authorizing and Approving,
Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3)
and 364(d)(1), (A) Amendment and Restatement of DIP Credit Agreement to Provide
for Extension of Post-Petition Financing, (B) Related Commitment Letter and Fee
Letter, (C) Payment of Related Fees and Expenses, and (D) amendment of Cash
Management Protocol, dated as of March ___, 2006, (the “Fourth Extended DIP
Order”) or (y) the Existing Stipulation (as defined in the motion filed by the
Debtors in connection with the Fourth Extended DIP Order), shall not (1) be
calculated in accordance with the terms of the matrix attached to this Cash
Management Protocol, (2) bear interest on a monthly basis at the rate equal to
the blended rate of interest for the relevant period with respect to amounts
outstanding under the DIP Credit Agreement, (3) mature on the last business day
of the month in which such loan is made or (4) be repaid on or before the
nineteenth (19th) business day of the following month in which such
loan is made, it being understood and agreed that each Adelphia Loan and 7A
Loan shall (I) bear interest on the terms described in paragraphs 8 and 9 of
the motion filed by the Debtors seeking the entry of the Fourth Extended DIP
Order, (II) be repaid in full (together with any accrued and unpaid interest
thereon) on the earlier of (x) the effective date of Adelphia’s plan of
reorganization (in the case of the Adelphia Loan) or the effective date of the
plan of reorganization of ACC Investment Holdings, Inc. (in the case of the 7A
Loan), as applicable, and (y) the date on which Adelphia’s case under chapter
11 of the Bankruptcy Code (in the case of the Adelphia Loan) or ACC Investment
Holdings’ case under chapter 11 of the Bankruptcy Code (in the case of the 7A
Loan), as applicable, is dismissed or converted to a case under chapter 7 of
the Bankruptcy Code and (III) except as otherwise set forth in this sentence,
remain subject to the terms of the Cash Management Protocol, including without
limitation, the terms providing that such intercompany obligations shall have
the junior superpriority and secured status as set forth in the orders
authorizing the Financing; provided, however, that except as expressly set forth herein, nothing
contained in this sentence shall amend, modify or otherwise alter the terms of
the Cash


 


5

















 


Management Protocol, including without limitation, the terms of this
Section 3, with respect to any and all other intercompany obligations among the
Debtors (other than the intercompany obligations contemplated by this
sentence), with all such other intercompany obligations remaining subject to
the terms hereof, including without limitation, the requirement to make True-Up
Payments with respect to all Post-Petition Intercompany Advances (other than
those attributable to each Adelphia Loan, 7A Loan or as otherwise permitted by
the DIP Credit Agreement) within the time frames prescribed in this Section 3.


 


13.           In accordance with section 364(e) of
the Bankruptcy Code, in the event that any or all of the provisions of this
Order, the DIP Order, the Cash Management Protocol or any Extension Documents
are hereinafter modified, amended, or vacated by a subsequent order of this
Court or any other court, no such modification, amendment or vacation shall
effect the validity, enforceability or priority of any DIP Lien or claim
authorized or created hereby or thereby. Notwithstanding any such modification,
amendment or vacation, any claim granted to the Agents and the DIP Lenders
hereunder or under any Document arising prior to the effective date of such
modification, amendment, or vacation shall be governed in all respects by the
original provisions of this Order, the DIP Order and the other Documents, and
the Agents and the DIP Lenders, as the case may be, shall be entitled to all of
the rights, remedies, privileges, and benefits, including the DIP Liens and
priorities granted herein and therein, with respect to any such claim.


 


14.           Under the circumstances, the notice
given by the Debtors of the Motion and of the Hearing constitutes due and
sufficient notice of the Motion and of the Hearing.


 


	
  Dated:

  	
  New York,
  New York

  	
   

  
	
   

  	
  March
     , 2006

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HONORABLE
  ROBERT E. GERBER

  
	
   

  	
  UNITED
  STATES BANKRUPTCY JUDGE

  



 


6

















 


Schedule 1.01
- Intercompany Funding Transactions


Adelphia
Communications Corporation


 


	
   

  	
   

  	
  Participating Borrowers

  	
   

  
	
   

  	
   

  	
  Century Cable

  Holdings, LLC

  	
   

  	
  UCA LLC

  	
   

  	
  FrontierVision

  Operating

  Partners, LP

  	
   

  	
  Olympus Cable

  Holdings, LLC

  	
   

  
	
  $30MM Intercompany Loan to Silo 7A

  	
   

  	
  $

  	
  9,600,000

  	
   

  	
  $

  	
  4,200,000

  	
   

  	
  $

  	
  5,700,000

  	
   

  	
  $

  	
  10,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $320MM
  Intercompany Loan to Holding Company Guarantors

  	
   

  	
  $

  	
  102,400,000

  	
   

  	
  $

  	
  44,800,000

  	
   

  	
  $

  	
  60,800,000

  	
   

  	
  $

  	
  112,000,000

  	
   

  



 

















 


Schedule 23-1 - Real Property Proceeds
Account


Adelphia Communications Corporation


 


	
   

  	
   

  	
  Balance as of March 17,
  2006(1)

  	
   

  
	
  Real Property Proceeds Account

  	
   

  	
  3,371,593.95

  	
   

  



 






(1) Balance
excludes interest accrued in respect of amounts on deposit in the Real Property
Proceeds Account which has not been credited to such account, which interest
will be paid promptly following the date on which such interest is credited
thereto.


 

















 


Schedule 24-1 - Letter of Credit Cash
Collateral Accounts


Adelphia Communications Corporation


 


	
  LC Collateral Cash Accounts

  	
   

  	
  Balance as of

  March 17,

  2006(1)

  	
   

  
	
  Olympus Cable Holdings, LLC

  	
   

  	
  20,498,684.73

  	
   

  
	
  Arahova Communications, Inc. (7B)

  	
   

  	
  1,671,082.08

  	
   

  



 






(1) Balance
excludes interest accrued in respect of amounts on deposit in each Letter of
Credit Account referenced above which has not been credited to such account,
which interest will be paid promptly following the date on which such interest
is credited thereto.


 

















 


Schedule 27-1 - Borrowings Outstanding
and Accrued Interest


Adelphia Communications Corporation


 


Total Borrowings
Outstanding and Accrued Interest as of March 17, 2006


 


	
  Legal
  Entity

  	
   

  	
  Tranche

  	
   

  	
  Date Borrowed

  	
   

  	
  Principal

  	
   

  	
  Applicable

  Rate

  	
   

  	
  Accrued Interest

  through March 17, 

  2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Century Cable
  Holdings, LLC

  	
   

  	
  Tranche B

  	
   

  	
  February 27, 2006

  	
   

  	
  $

  	
  289,499,158.60

  	
   

  	
  6.875

  	
  %

  	
  $

  	
  995,175.00

  	
   

  
	
  Century Cable
  Holdings, LLC

  	
   

  	
  Tranche A

  	
   

  	
  March 9, 2006

  	
   

  	
  3,000,000.00

  	
   

  	
  7.000

  	
  %

  	
  4,666.67

  	
   

  
	
  Century Cable
  Holdings, LLC

  	
   

  	
  Tranche A

  	
   

  	
  February 24, 2006

  	
   

  	
  1,000,000.00

  	
   

  	
  6.875

  	
  %

  	
  4,010.42

  	
   

  
	
  Century Cable
  Holdings, LLC

  	
   

  	
  Tranche A

  	
   

  	
  February 28, 2006

  	
   

  	
  56,000,000.00

  	
   

  	
  6.875

  	
  %

  	
  181,805.56

  	
   

  
	
  Century Cable
  Holdings, LLC

  	
   

  	
  Tranche A

  	
   

  	
  March 6, 2006

  	
   

  	
  6,240,849.45

  	
   

  	
  6.938

  	
  %

  	
  13,229.30

  	
   

  
	
  Century Cable
  Holdings, LLC

  	
   

  	
  Tranche A

  	
   

  	
  March 13, 2006

  	
   

  	
  16,000,000.00

  	
   

  	
  7.000

  	
  %

  	
  12,444.44

  	
   

  
	
  Century Cable
  Holdings, LLC

  	
   

  	
  Tranche A

  	
   

  	
  February 17, 2006

  	
   

  	
  34,000,000.00

  	
   

  	
  6.875

  	
  %

  	
  181,805.56

  	
   

  
	
  Century Cable Holdings,
  LLC

  	
   

  	
  Tranche A

  	
   

  	
  February 21, 2006

  	
   

  	
  114,593,690.99

  	
   

  	
  6.875

  	
  %

  	
  525,221.08

  	
   

  
	
  Century Borrower Group Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  520,333,699.04

  	
   

  	
   

  	
   

  	
  1,918,358.03

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Century-TCI
  California, LP

  	
   

  	
  Tranche B

  	
   

  	
  February 27, 2006

  	
   

  	
  149,740,944.11

  	
   

  	
  6.875

  	
  %

  	
  514,745.69

  	
   

  
	
  Century-TCI
  California, LP

  	
   

  	
  Tranche A

  	
   

  	
  March 13, 2006

  	
   

  	
  5,000,000.00

  	
   

  	
  7.000

  	
  %

  	
  3,888.89

  	
   

  
	
  Century-TCI
  California, LP

  	
   

  	
  Tranche A

  	
   

  	
  March 14, 2006

  	
   

  	
  3,000,000.00

  	
   

  	
  7.000

  	
  %

  	
  1,750.00

  	
   

  
	
  Century-TCI
  California, LP

  	
   

  	
  Tranche A

  	
   

  	
  February 28, 2006

  	
   

  	
  4,000,000.00

  	
   

  	
  6.875

  	
  %

  	
  12,986.11

  	
   

  
	
  Century-TCI
  California, LP

  	
   

  	
  Tranche A

  	
   

  	
  February 17, 2006

  	
   

  	
  13,000,000.00

  	
   

  	
  6.875

  	
  %

  	
  69,513.89

  	
   

  
	
  Century-TCI
  California, LP

  	
   

  	
  Tranche A

  	
   

  	
  March 6, 2006

  	
   

  	
  17,869,913.48

  	
   

  	
  6.938

  	
  %

  	
  37,880.49

  	
   

  
	
  Century-TCI
  California, LP

  	
   

  	
  Tranche A

  	
   

  	
  March 10, 2006

  	
   

  	
  1,000,000.00

  	
   

  	
  7.000

  	
  %

  	
  1,361.11

  	
   

  
	
  Century-TCI Borrower Group Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  193,610,857.59

  	
   

  	
   

  	
   

  	
  642,126.18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UCA LLC

  	
   

  	
  Tranche A

  	
   

  	
  February 28, 2006

  	
   

  	
  37,000,000.00

  	
   

  	
  6.875

  	
  %

  	
  120,121.53

  	
   

  
	
  UCA LLC

  	
   

  	
  Tranche A

  	
   

  	
  February 17, 2006

  	
   

  	
  12,308,827.02

  	
   

  	
  6.875

  	
  %

  	
  65,818.03

  	
   

  
	
  UCA LLC

  	
   

  	
  Tranche A

  	
   

  	
  March 6, 2006

  	
   

  	
  1,828,856.75

  	
   

  	
  6.938

  	
  %

  	
  3,876.80

  	
   

  
	
  UCA Borrower Group Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  51,137,683.77

  	
   

  	
   

  	
   

  	
  189,816.36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FrontierVision
  Operating Partners, LP

  	
   

  	
  Tranche B

  	
   

  	
  February 27, 2006

  	
   

  	
  59,896,377.64

  	
   

  	
  6.875

  	
  %

  	
  205,898.28

  	
   

  
	
  FrontierVision
  Operating Partners, LP

  	
   

  	
  Tranche A

  	
   

  	
  March 6, 2006

  	
   

  	
  4,712,750.27

  	
   

  	
  6.938

  	
  %

  	
  9,990.05

  	
   

  
	
  FrontierVision
  Operating Partners, LP

  	
   

  	
  Tranche A

  	
   

  	
  March 9, 2006

  	
   

  	
  3,000,000.00

  	
   

  	
  7.000

  	
  %

  	
  4,666.67

  	
   

  
	
  FrontierVision
  Operating Partners, LP

  	
   

  	
  Tranche A

  	
   

  	
  March 14, 2006

  	
   

  	
  3,000,001.00

  	
   

  	
  7.000

  	
  %

  	
  1,750.00

  	
   

  
	
  FrontierVision
  Operating Partners, LP

  	
   

  	
  Tranche A

  	
   

  	
  February 28, 2006

  	
   

  	
  49,740,134.98

  	
   

  	
  6.875

  	
  %

  	
  161,482.73

  	
   

  
	
  FrontierVision
  Operating Partners, LP

  	
   

  	
  Tranche A

  	
   

  	
  February 17, 2006

  	
   

  	
  28,377,467.03

  	
   

  	
  6.875

  	
  %

  	
  151,740.62

  	
   

  
	
  FrontierVision Borrower Group Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  148,726,730.92

  	
   

  	
   

  	
   

  	
  535,528.35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Borrowings under DIP Outstanding on
  3/17/06

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  913,808,971.32

  	
   

  	
   

  	
   

  	
  $

  	
  3,285,828.92

  	
   

  



 

















 


Schedule 27-2 - Outstanding Letters of
Credit


Adelphia Communications Corporation


 


Total Letter of
Credit Outstandings as of March 17, 2006


 


	
  Total
  Century Borrower Group

  	
   

  	
  Tranche A

  	
   

  	
  18,607,463.37

  	
   

  
	
  Total Century - TCI Borrower Group

  	
   

  	
  Tranche A

  	
   

  	
  13,809,594.07

  	
   

  
	
  Total UCA Borrrower Group

  	
   

  	
  Tranche A

  	
   

  	
  6,299,473.56

  	
   

  
	
  Total Parnassos Borrower Group

  	
   

  	
  Tranche A

  	
   

  	
  5,654,436.27

  	
   

  
	
  Total Frontiervision Borrower Group

  	
   

  	
  Tranche A

  	
   

  	
  14,074,941.61

  	
   

  
	
  Total Olympus Borrower Group

  	
   

  	
  Tranche A

  	
   

  	
  20,279,106.02

  	
   

  
	
  Total 7B Borrower Group

  	
   

  	
  Tranche A

  	
   

  	
  1,519,401.89

  	
   

  
	
  Total 7C Borrower Group

  	
   

  	
  Tranche A

  	
   

  	
  3,554,403.73

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Letter of Credit Outstandings on 3/17/2006

  	
   

  	
   

  	
   

  	
  $

  	
  83,798,820.52