Second Amended and restated Credit And Guaranty Agreement, dated May 10, 2004



 Exhibit 10.1 
  
 SECOND AMENDED AND RESTATED CREDIT 
 AND GUARANTY AGREEMENT 
  
 SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amended and Restated DIP Credit Agreement”) dated as of May 10, 2004 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 to the Existing DIP
Credit Agreement (as defined below), each of which 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, 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 an Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (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 the Existing DIP Credit Agreement and the Amended and Restated Security and
Pledge Agreement (as defined below) as set forth herein and to 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. Extension of Maturity Date. The definition of
“Maturity Date” in Section 1.01 of the Existing DIP Credit Agreement is amended by changing the date specified therein from “June 25, 2004” to “March 31, 2005.” 
  
 Section 4. Increase in Amount of Shared Capital Expenditures.
The definition of “Capital Expenditures” in Section 1.01 of the Existing DIP Credit Agreement is amended by changing the aggregate amount of Shared Capital Expenditures that may be incurred by any Loan Party in the Seven A 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 “50,000,000” to “150,000,000.” 
  
 Section 5. Amendment of Commitment Fee Rate. The table set
forth in the definition of “Commitment Fee Rate” in Section 1.01 of the Existing DIP Credit Agreement is amended to read in its entirety as follows: 
  

				
	 Utilization

	  	Rate

	 
	 Utilization < 33.3%
	  	0.75	%
	 Utilization 3 33.3% but £ 66.6%
	  	0.625	%
	 Utilization > 66.6%
	  	0.50	%

  
 Section 6.
Decrease in Applicable L/C Fee Rate. The definition of “Applicable L/C Fee Rate” in Section 1.01 of the Existing DIP Credit Agreement is amended to read in its entirety as follows: 
  
 ““Applicable L/C Fee Rate” shall mean
a rate per annum equal to 2.50%.” 
  

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 Section 7. Decrease in the Applicable Margin. The definition of “Applicable
Margin” in Section 1.01 of the Existing DIP Credit Agreement is amended to read in its entirety as follows: 
  
 ““Applicable Margin” shall mean, on any date, (i) with respect to any Eurodollar Loan, a rate per annum equal to
2.50%, and (ii) with respect to any ABR Loan, a rate per annum equal to 1.50%.” 
  
 Section 8. Definition Of Cash Management Separation. The definition of “Cash Management Separation” in Section 1.01 of the Existing DIP Credit Agreement is amended by replacing the words
“Initial Majority DIP Lenders” contained in the fourth and fifth lines thereto and in the eighth line thereto with the words “Required DIP Lenders”. 
  
 Section 9. Change in Citigroup Entities. (a) Section 1.01 of the Existing DIP Credit Agreement is amended by
the addition of the following definitions: 
  
 ““CGMI” shall mean Citigroup Global Markets Inc. and its successors.” 
  
 ““CNAI” shall mean Citicorp North America, Inc. and its successors.” 
  
 (b) Each of the definitions of “Co-Lead Arrangers” and
“Syndication Agent” in Section 1.01 of the Existing DIP Credit Agreement is amended to replace the term “SSB” contained therein with the term “CGMI”. 
  
 (c) The definition of “Collateral Agent” in Section 1.01 of the Existing DIP Credit Agreement is amended to
replace the term “CUSA” contained therein with the term “CNAI”. 
  
 (d) Section 10.01 of the Existing DIP Credit Agreement is amended to (i) replace the words “Citicorp USA, Inc.” contained in the ninth line thereof with the words “Citicorp North America, Inc.”,
(ii) replace the words “Citicorp USA, Inc.” contained in the tenth line thereof with the words “Citigroup Global Markets Inc.” and (iii) replace the words “Salomon Smith Barney Inc.” contained in the thirteenth line
thereof with the words “Citigroup Global Markets Inc.” 
  
 Section 10. Definition of Co-Documentation Agents. The definition of “Co-Documentation Agents” in the Existing DIP Credit Agreement is amended by deleting the words “Fleet National Bank” contained therein.

  
 Section 11. Definition Of Extension Order.
Section 1.01 of the Existing DIP Credit Agreement is amended by the addition of the following definition: 
  
 ““Extension Order” shall have the meaning set forth in Section 4.03(d).” 
  

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 Section 12. Definition Of Orders. The definition of “Orders” in Section 1.01 of
the Existing DIP Credit Agreement is amended to read in its entirety as follows: 
  
 ““Orders” shall mean the Interim Order, the Final Order and the Extension Order of the Bankruptcy Court referred to
in Sections 4.01(b) and 4.03(d).” 
  
 Section 13.
Definition of Letter of Credit Sublimit. (a) The definition of “Letter of Credit Sublimit” in Section 1.01 of the Existing DIP Credit Agreement is amended to read in its entirety as follows: 
  
 ““Letter of Credit Sublimit” shall
mean, at any time, with respect to any Borrower, the lesser of (i) the amount set forth in Annex F attached hereto under the column “Letter of Credit Sublimit” opposite such Borrower’s name and (ii) such Borrower’s Borrowing
Limit at such time.” 
  
 (b) An Annex F to the
Existing DIP Credit Agreement is added to read in its entirety as set forth on Annex F attached hereto. 
  
 Section 14. Definition of Reduction Event. Clause (i) of the definition of “Reduction Event” in the Existing DIP Credit Agreement
is amended to read in its entirety as follows: 
  
 “(i) any
sale, lease, transfer or other disposition of assets of any Loan Party (other than (A) any disposition to any other Loan Party that belongs to the same Borrower Group or (B) the disposition of certain assets related to the WNSA radio station
pursuant to an order of the Bankruptcy Court dated April 29, 2004)”. 
  
 Section 15. Definition of Tranche B Fixed Return Rate. The definition of “Tranche B Fixed Return Rate” in Section 2.02(h) of the Existing DIP Credit Agreement is amended by replacing the
parenthetical clause “(the Applicable Margin with respect to Eurodollar Loans - 0.25%)” contained in the fifth and sixth lines thereto with the parenthetical clause “(the Applicable Margin with respect to Eurodollar Loans)”.

  
 Section 16. Change in Letters of Credit Provision.
Section 2.04(d) of the Existing DIP Credit Agreement shall be amended by replacing the first sentence thereof with the following sentences: 
  
 “No Letter of Credit shall expire later than the later of (x) the Maturity Date and (y) May 31, 2005; provided that if the Maturity
Date 
  

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 shall occur earlier than May 31, 2005 and any Letter of Credit shall be outstanding on the Maturity Date,
each applicable Borrower shall, at or prior to the Maturity Date, (i) cause all Letters of Credit of such Borrower which expire after the Maturity Date 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 Maturity Date 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 Maturity Date 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 that remains outstanding after the Maturity Date, (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 the Maturity 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).” 
  

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 Section 17. Amendments to Certain Reduction Event Provisions. (a) Section 2.14(a)(i)(y) of
the Existing DIP Credit Agreement is amended by replacing the words “Initial Majority DIP Lenders” contained in the third and fourth lines thereto with the words “Co-Lead Arrangers”. 
  
 (b) Section 2.14(a)(ii)(x) of the Existing DIP Credit Agreement is amended by
deleting the words “to which such Joint and Several Loan Party belongs” contained in the second and third lines thereto. 
  
 (c) Section 2.14(a)(ii)(y) of the Existing DIP Credit Agreement is amended by replacing the words “Initial Majority DIP Lenders” contained in
the second line thereto with the words “Co-Lead Arrangers”. 
  
 Section 18. Amendments to Certain Representations and Warranties of the Loan Parties. (a) Section 3.01 of the Existing DIP Credit Agreement is amended by adding the phrase “and the Extension Order” immediately
following the parenthetical phrase “(or the Final Order, when applicable)” set forth in clauses (iii) and (iv) thereof. 
  
 (b) Section 3.02 of the Existing DIP Credit Agreement is amended by adding the phrase “and the Extension Order” immediately following the
parenthetical phrase “(or the Final Order, when applicable)” set forth in the (i) second line thereof and (ii) two final sentences thereof. 
  
 (c) The second sentence of Section 3.09 of the Existing DIP Credit Agreement is amended to read in its entirety as follows: 
  
 “On or prior to any Credit Event, the Interim Order or the Final Order,
as the case may be, and the Extension Order will have been entered and as of the date of such Credit Event, the Interim Order or the Final Order, as the case may be, and the Extension Order will not have been amended, stayed, vacated or
rescinded.” 
  
 Section 19. Change in Conditions
Precedent to Each Credit Event. (a) Section 4.03(d) of the Existing DIP Credit Agreement is amended to add the following sentence at the end thereof: 
  

“An order of the Bankruptcy Court approving the Second Amended and Restated Credit and Guaranty Agreement, dated as of May 10, 2004, among the
Loan Parties and the lenders and agents party thereto, in substantially the form of Exhibit H (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 
  

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 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) An Exhibit H to the Existing DIP Credit Agreement is added to read in its entirety as set forth on Exhibit H attached hereto. 
  
 Section 20. Change in Financial Statements Covenants. The first sentence of Section 5.01(a) of the Existing DIP Credit Agreement is amended
by replacing the reference therein to “June 15, 2004” with a reference to “September 30, 2004”. 
  
 Section 21. Amendments to Certain Events Of Default. (a) Section 7.01(i) of the Existing DIP Credit Agreement is amended to read in its
entirety as follows: 
  
 “(i) an order of
the Bankruptcy Court shall be entered reversing, amending, supplementing, staying for a period in excess of ten (10) days, vacating or otherwise modifying any of the Orders or terminating the use of cash collateral by the Loan Parties pursuant to
the Orders; or”. 
  
 (b) Section 7.01(l) of the Existing DIP
Credit is amended by (i) deleting the word “and” at the end of clause (vii) thereof and replacing it with a comma, and (ii) adding the word “and” and the following new clause (ix) at the end of clause (viii) thereof: 

 
 “(ix) cure payments made to one or more vendors in an aggregate
amount with respect to all such cure payments not in excess of $43,000,000.” 
  
 Section 22. Appointment of Successor Collateral Agent. Pursuant to Section 8.10 of the Existing DIP Credit Agreement, (i) Citicorp USA, Inc. hereby resigns as the collateral agent under the Loan
Documents, (ii) each DIP Lender hereby appoints Citicorp North America, Inc. as the successor collateral agent under the Loan Documents, (iii) the Borrowers hereby acknowledge that such appointment is reasonably satisfactory to them, and (iv)
Citicorp North America, Inc. hereby accepts such appointment as the collateral agent under the Loan Documents, in each case, effective as of the Restatement Effective Date. 
  
 Section 23. Change in Borrowing Limits. Part I of Annex E to the Existing DIP Credit Agreement is
replaced in its entirety by Part I of Annex E attached hereto. 
  
 Section 24. Change in Financial Covenant Levels. Part II of Annex E to the Existing DIP Credit Agreement is replaced in its entirety by Part II of Annex E attached hereto. 
  

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 Section 25. Acknowledgement of Existing Waivers. Each DIP Lender hereby acknowledges and
agrees that any and all Existing Waivers 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 26. 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 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 signatures 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 signatures 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 Credit-Linked Deposit Amount 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 Credit-Linked Deposit Amount 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 Credit-Linked Deposit Amount of each Exiting DIP Lender shall be $0. From and after the Restatement Effective 
  

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 Date, each Extending DIP Lender and each New DIP Lender that has a Tranche A Commitment or a Tranche B Credit-Linked
Deposit Amount in excess of $0, in each case as set forth on Annex A or Annex D 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 26(c) and (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. 
  
 (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 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 are set forth on Schedule 26 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 in an aggregate principal amount equal to the aggregate
principal amount of the Outstanding Loans of such Borrower being repaid as contemplated hereby, and each such Borrower shall (i) direct that the proceeds from all such Borrowings be used to repay the entire principal amount of such Outstanding Loans
and (ii) use its available cash to pay to the Old DIP Lenders all accrued and unpaid interest on, and the other amounts payable under Section 26(e) below in respect of, such Outstanding Loans. All Tranche A 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, be funded by each Extending DIP Lender and New DIP Lender that is a Tranche A DIP Lender pro rata in accordance with such Tranche A DIP Lender’s Class Percentage. On the
Restatement Effective Date, each Extending DIP Lender and New DIP Lender that is a Tranche B DIP Lender shall deposit into such Tranche B DIP Lender’s Tranche B Credit-Linked Account, the amount set forth opposite its name on Annex D
attached hereto and, on the Restatement Effective Date, each such Tranche B DIP Lender shall, in accordance with the terms of Section 2.03(b) of the Existing DIP Credit Agreement, make Tranche B Loans to the Borrowers as contemplated by the second
immediately preceding sentence hereof, with such Tranche B Loans to be made (x) solely out of such Tranche B DIP Lender’s Tranche B Credit-Linked Account and (y) pro rata in accordance with such Tranche B DIP Lender’s Class
Percentage. 
  
 (d) On the Restatement Effective Date, all
participations by each Old DIP Lender in Letters of Credit outstanding under 
  

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 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 and the Exiting 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; the aggregate face amount of the Outstanding Letters of Credit
is set forth on Schedule 26. 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. 
  
 (e) With respect to the prepayment of Outstanding Loans made pursuant to
Section 26(c), 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. 
  
 (e) Subject to the terms and
conditions hereof, the transactions contemplated by this Section 26 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. 
  

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 Section 27. Amendment of the Amended and Restated Security and Pledge Agreement. Section
15(a) of the Amended and Restated Security and Pledge Agreement shall be amended by adding the following proviso immediately after the “finally” clause contained therein: 
  
 “provided that any cash held as collateral security for a Loan Party’s Reimbursement
Obligations and other Obligations to the Fronting Lender with respect to any Letter of Credit outstanding after the Maturity Date in accordance with the first sentence of Section 2.04(d) of the Amended and Restated DIP Credit Agreement
(“Extended L/C Obligations”) shall be applied first to pay fees and expenses constituting Extended L/C Obligations, until payment in full of all such amounts, second to pay the unpaid interest accrued on the Secured
Obligations of such Loan Party constituting Extended L/C Obligations, until payment in full of all such interest shall have been made, and third to pay any remaining unpaid Extended L/C Obligations (or provide for the payment thereof pursuant
to Section 15(b)), until payment in full of all such Extended L/C Obligations of such Loan Party shall have been made (or so provided for), and thereafter shall be applied in accordance with the provisions set forth above.” 
  
 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 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 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”) 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 
  

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 received such counterparts or such confirmation shall constitute the Super-Majority DIP Lenders under the Existing DIP
Credit Agreement as in effect 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 April 16, 2004, 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; 
  
 (f) the
Administrative Agent shall have received from each of the Loan Parties and the Collateral Agent a counterpart of Amendment No. 1 to the Amended and Restated Security and Pledge Agreement, dated the Restatement Effective Date, which sets forth the
provisions set forth in Section 27 hereof; and 
  
 (g) 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; 
  
 provided that the amendments set forth in Sections 8, 17(a) and 17(c) shall not become
effective until the Administrative Agent shall have received executed counterparts hereof (or written confirmations thereto) from Initial DIP Lenders having Tranche A Commitments in excess of 66 2/3% of the Tranche A Commitments held by the Initial DIP Lenders that are Extending DIP Lenders. 
  

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 The Administrative Agent shall promptly notify the Loan Parties, 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. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated DIP Credit Agreement to be
duly executed as of the date first above written. 
  

			
	 JPMORGAN CHASE BANK, as
     Administrative Agent and Lender

		
	 By:
	 	 /s/ WILLIAM A. AUSTIN


	 	 	 Name: William A. Austin

	 	 	 Title: Vice President

	
	 JPMORGAN SECURITIES INC., as Joint
     Bookrunner and Co-Lead Arranger

		
	 By:
	 	 /s/ BRUCE BORDEN


	 	 	 Name: Bruce Borden

	 	 	 Title: Vice President











			
	 CITICORP NORTH AMERICA, INC., as
     Collateral Agent and Lender

		
	 By:
	 	 /s/ MICHAEL M. SCHADT


	 	 	 Name: Michael M. Schadt

	 	 	 Title: Vice President-Asset Based Finance

	
	 CITIGROUP GLOBAL MARKETS
     INC., as Joint Bookrunner and Co-
     Lead Arranger and Syndication Agent

		
	 By:
	 	 /s/ MICHAEL M. SCHADT


	 	 	 Name: Michael M. Schadt

	 	 	 Title: Authorized Signer

	
	 CITICORP USA, INC., as Resigning
     Collateral Agent

		
	 By:
	 	 /s/ MICHAEL M. SCHADT


	 	 	 Name: Michael M. Schadt

	 	 	 Title: Vice President-Asset Based Finance











			
	 WACHOVIA BANK, N.A., as Co-
     Syndication Agent and Lender

		
	 By:
	 	 /s/ HELEN WESSLING


	 	 	 Name: Helen Wessling

	 	 	 Title: Managing Director











			
	 THE BANK OF NOVA SCOTIA, as Co-
     Documentation Agent and Lender

		
	 By:
	 	 /s/ CHRISTOPHER USAS


	 	 	 Name: Christopher Usas

	 	 	 Title: Director











			
	 BANK OF AMERICA, N.A., as Co-
     Documentation Agent and Lender

		
	 By:
	 	 /s/ William E. Livingstone, IV


	 	 	 Name: William E. Livingstone, IV

	 	 	 Title: Managing Director











			
	 GENERAL ELECTRIC CAPITAL
     CORPORATION, as Co-
     Documentation Agent and Lender

		
	 By:
	 	 /s/ CHRISTOPHER COX


	 	 	 Name: Christopher Cox

	 	 	 Title: Duly Authorized Signatory











					
	 CREDIT SUISSE FIRST BOSTON,

     ACTING THROUGH ITS CAYMAN
     ISLANDS BRANCH

		
	 By:
	 	 /s/ Paul L. Colon

	 	 	 Name:
	 	 Paul L. Colon

	 	 	 Title:
	 	 Director

		
	 By:
	 	 /s/ Doreen B. Welch

	 	 	 Name:
	 	 Doreen B. Welch

	 	 	 Title:
	 	 Associate




					
	
	 DEUTSCHE BANK AG NEW YORK BRANCH

		
	 By:
	 	 /s/ Mark E. Funk

	 	 	 Name:
	 	 Mark E. Funk

	 	 	 Title:
	 	 Managing Director




					
	
	 THE FOOTHILL GROUP, INC.

		
	 By:
	 	 /s/ Sean Dixon

	 	 	 Name:
	 	 Sean Dixon

	 	 	 Title:
	 	 Vice President




					
	
	 CALYON

		
	 By:
	 	 /s/ Douglas E. Roper

	 	 	 Name:
	 	 Douglas E. Roper

	 	 	 Title:
	 	 Managing Director




					
	
	 BANK OF MONTREAL

		
	 By:
	 	 /s/ Geoffrey McConnel

	 	 	 Name:
	 	 Geoffrey McConnel

	 	 	 Title:
	 	 Authorized Signatory




					
	
	 BAYERISCHE HYPO-und
     VEREINSBANK AG, NEW YORK
     BRANCH

		
	 By:
	 	 /s/ Miriam Trautmann

	 	 	 Name:
	 	 Miriam Trautmann

	 	 	 Title:
	 	 Associate Director




					
		
	 By:
	 	 /s/ Sal Esposito

	 	 	 Name:
	 	 Sal Esposito

	 	 	 Title:
	 	 Managing Director




					
	
	 THE TRAVELERS INSURANCE COMPANY

		
	 By:
	 	 /s/ William M. Gardner

	 	 	 Name:
	 	 William M. Gardner

	 	 	 Title:
	 	 Investment Officer




					
	
	 SATELLITE SENIOR INCOME FUND, LLC

	 	 	 By: Satellite Asset Management, L.P.
 Its Investment Manager

		
	 By:
	 	 /s/ Stephen T. Shapiro

	 	 	 Name:
	 	 Stephen T. Shapiro

	 	 	 Title:
	 	 Principal, Satellite Asset Management




					
	
	 SUMITOMO MITSUI BANKING CORPORATION

		
	 By:
	 	 /s/ Susumu Ogawa

	 	 	 Name:
	 	 Susumu Ogawa

	 	 	 Title:
	 	 General Manager











			
	 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 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 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.

	
	 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 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
	  	$	80,000,000
	 CITICORP NORTH AMERICA, INC.
	  	$	80,000,000
	 WACHOVIA BANK, N.A.
	  	$	80,000,000
	 BANK OF AMERICA, N.A.
	  	$	67,000,000
	 THE BANK OF NOVA SCOTIA
	  	$	67,000,000
	 CREDIT SUISSE FIRST BOSTON ACTING THROUGH ITS CAYMAN ISLANDS BRANCH
	  	$	67,000,000
	 DEUTSCHE BANK AG NEW YORK BRANCH
	  	$	67,000,000
	 GENERAL ELECTRIC CAPITAL CORPORATION
	  	$	67,000,000
	 THE FOOTHILL GROUP, INC
	  	$	67,000,000
	 CALYON (f/k/a CREDIT LYONNAIS)
	  	$	39,000,000
	 BANK OF MONTREAL
	  	$	39,000,000
	 BAYERISCHE HYPO-und VEREINSBANK AG, NEW YORK BRANCH
	  	$	25,000,000
	 THE TRAVELERS INSURANCE COMPANY
	  	$	25,000,000
	 SATELLITE SENIOR INCOME FUND, LLC
	  	$	20,000,000
	 SUMITOMO MITSUI BANKING CORPORATION
	  	$	10,000,000
	 	  	
	

	 TOTAL
	  	$	800,000,000








 Annex D 
  
 Tranche B Credit-Linked Deposit Amounts 
  

				
	 Tranche B Lender

	  	Amount


	 JPMORGAN CHASE BANK
	  	$	200,000,000








 Annex E—Part I 
  

			
	 Borrower Group

	  	Borrowing Limit


		
	 Century Borrower Group
	  	$370 million
		
	 Century-TCI Borrower Group
	  	$235 million
		
	 UCA Borrower Group
	  	$80 million
		
	 Parnassos Borrower Group
	  	$40 million
		
	 FrontierVision Borrower Group
	  	$140 million
		
	 Olympus Borrower Group
	  	$70 million
		
	 7A Borrower Group
	  	$5 million
		
	 7B Borrower Group
	  	$15 million
		
	 7C Borrower Group
	  	$45 million








 Annex F 
  

			
	 Borrower

	  	Letter of Credit Sublimit


		
	 Century Cable Holdings, LLC
	  	$90 million
		
	 Century-TCI California, L.P.
	  	$90 million
		
	 UCA LLC
	  	$80 million
		
	 Parnassos, L.P.
	  	$40 million
		
	 FrontierVision Operating Partners, L.P.
	  	$80 million
		
	 Olympus Cable Holdings, LLC
	  	$70 million
		
	 ACC Investment Holdings, Inc.
	  	$5 million
		
	 Arahova Communications, Inc.
	  	$10 million
		
	 Adelphia California Cablevision, LLC
	  	$35 million








 Schedule 26 
  

Outstanding Loans and Outstanding Letters of Credit 
  

				
	 Outstanding Loans:
	  	 	 
		
	 Tranche A Loans:
	  	$	236,865,562.57
	 Tranche B Loans:
	  	$	153,884,725.87
	 	  	
	

	 Total Outstanding Loans:
	  	$	390,750,288.44
		
	 Outstanding Letters of Credit:
	  	 	 
		
	 Tranche A Letters of Credit:
	  	$	70,374,688.82
	 Tranche B Letters of Credit:
	  	$	44,189,774.40
	 	  	
	

	 Total Letters of Credit:
	  	$	114,564,463.22








 Exhibit H 
  

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, 
 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 
  
 Upon the motion, dated April
21, 2004 (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, pursuant
to 11 U.S.C. §§105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3) and 364(d)(1), the execution of the Second Amended and Restated Credit and Guaranty Agreement (the “Extension Agreement”) amending and restating the Amended and
Restated Credit and Guaranty Agreement, dated as of August 26, 2002 (as amended and/or supplemented to date, the “DIP Credit Agreement”) that was given final approval by this Court on August 23, 2002, pursuant to the Final Order (I)
Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3) and 364(d)(1) and (B) to Utilize Cash Collateral Pursuant to 11 U.S.C. § 363 and (II) Granting Adequate
Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. §§ 361, 362 and 363 (the “DIP Order,” and other terms not herein defined having the same meanings as used therein), which Extension Agreement provides, inter
alia, for an extension of the post-petition financing for the Debtors; and a hearing (the “Hearing”) on the 







 Motion having been held on May 13, 2004; 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 and Case Management Order #2, dated March 7, 2003, 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 DIP Order, as supplemented hereby, shall continue in
full force and effect. 
  
 3. 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. 
  
 4. The terms of the Extension Agreement 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 Extension Agreement has 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 DIP Credit Agreement, as amended and restated by the Extension Agreement) incurred under the Extension Agreement 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. 
  
 5. The Extension Agreement and all documents, instruments and agreements 
  

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 related thereto (including, without limitation, the commitment and fee letters executed in connection therewith) are
authorized and approved in all respects. 
  
 6. The Debtors are
authorized to execute the Extension Agreement, and the Guarantors may guaranty all Obligations thereunder, and each shall be subject to all of the other terms and conditions provided in the DIP Credit Agreement and the DIP Order. 
  
 7. The Debtors are hereby authorized to perform and do all acts 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 Extension Agreement, including, without limitation, the payment to the Administrative Agent
referred to in the Extension Agreement, 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 Extension Agreement,
it shall constitute valid and binding obligations of the Debtors, enforceable against each Debtor party thereto in accordance with its terms. 
  
 8. All obligations of the Debtors arising in connection with the Extension Agreement 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 Extension Agreement, the Agents and the DIP Lenders are granted each and every right granted to the 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 Extension Agreement, and all other
agreements, documents, notes 
  
  

 - 3 - 








 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 Extension Agreement (including, without limitation, all
“Obligations” as defined in the DIP Credit Agreement, as amended and restated in the Extension Agreement) 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 DIP Credit Agreement and the Financing shall apply with equal force and effect to the Extension Agreement and all obligations in connection therewith or related thereto. 
  
 9. The Extension Agreement 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. 
  
 10. 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 or any Documents are hereinafter modified, amended, or vacated by a subsequent
order of this 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 
  
  

 - 4 - 








 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. 
  
 11. 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 
 May 6, 2004

  

			
	 /S/    ROBERT E. GERBER

	  	 
	 HONORABLE ROBERT E. GERBER
	  	 
	 UNITED STATES BANKRUPTCY JUDGE
	  	 


  
  

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