Amendment No. 1 and Agreement dated as of February 29, 2004



 Exhibit 10.1b 
  
 AMENDMENT NO. 1 AND AGREEMENT dated as of February 29, 2004 (this “Amendment”), with respect to the Credit
Agreement dated as of February 10, 2004 (the “Credit Agreement”), among Atlantic Broadband Finance, LLC, a Delaware limited liability company (“Borrower”), Atlantic Broadband Holdings I, LLC
(“Holdings”), the Subsidiary Guarantors listed on the signature pages thereto, the several lenders from time to time party thereto (the “Lenders”), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated as Sole Lead Arranger and Book Runner (in such capacity, the “Arranger”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and General Electric Capital Corporation as Co-Syndication Agents (in such capacity, the
“Co-Syndication Agents”), General Electric Capital Corporation as Documentation Agent (in such capacity the “Documentation Agent”), Credit Lyonnais New York Branch as Agent and Société
Générale as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). 
  
 A. Pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower pursuant to the terms and conditions set forth therein.

  
 B. The Credit Parties have requested that the Arranger,
Administrative Agent and Required Lenders agree to amend certain provisions of the Credit Agreement as set forth herein. 
  
 C. The Arranger, Administrative Agent and Required Lenders are willing to so agree and to amend the Credit Agreement pursuant to the terms and subject to
the conditions set forth herein. 
  
 D. Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. 
  
 In consideration of the premises and the agreements, provisions and covenants contained herein, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows: 
  
 SECTION 1. Amendment to subsection 6.01(g). Subsection 6.1(g) is
hereby amended by deleting the phrase “identified on Schedule 6.1(a).” 
  
 SECTION 2. Amendment to subsection 6.1(h). Subsection 6.1(h) is hereby amended by inserting, in front of the words “The Administrative Agent shall have,” on the first line thereof, “Except with
respect to the Real Properties listed on Schedule 7.10,” 
  
 SECTION 3. Amendment to subsection 6.1(i). Subsection 6.1(i) is hereby amended by (a) deleting clause (ii) thereof in its entirety and replacing it with “except with respect to Real Properties listed on Schedule 7.10, an
opinion of such other local counsel in Florida, Maryland, New York, Pennsylvania and West Virginia in the form of Exhibit L-2 or otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Arranger and,”
(b) inserting the word “and” before clause (vi) and (c) deleting the “and (vii) a Survey with respect to such Mortgaged Property.” at the end of such subsection. 







 SECTION 4. Amendment to subsection 7.10. Subsection 7.10 is hereby amended by deleting it in its
entirety and replacing it with: 
  
 “Post-Closing
Collateral Matters. (a) Within 30 days after the Closing Date, the applicable Credit Parties shall obtain and deliver to the Administrative Agent (to the extent such items have not been provided as of the Closing Date) with respect to each of
the Real Properties listed on Schedule 7.10, the following: 
  
 (i) a duly executed and acknowledged Mortgage, together with such certificates, affidavits, questionnaires, instruments or returns and financing statements meeting the requirements of subsections 6.1(h)(i) and
6.1(h)(ii); 
  
 (ii) policies or certificates of
insurance as required by subsection 6.1(h)(iii); 
  
 (iii) evidence reasonably acceptable to the Administrative Agent of payment of all applicable mortgage recording taxes, fees, charges, costs and expenses required for the recording of such Mortgage; 
  
 (iv) a Title Policy; 
  
 (v) such consents, approvals, estoppels, tenant
subordination agreements or other instruments as required by subsection 6.1(h)(vi); and 
  
 (vi) an opinion of local counsel in the state in which the applicable Real Property is located in the form of Exhibit L-2 or
otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Arranger. 
  
 (b) Within 60 days after the Closing Date, the applicable Credit Parties shall obtain and deliver to the Administrative Agent a Survey with respect to
each of the Mortgaged Properties. Upon obtaining said Survey, the applicable Credit Party shall cause to be delivered endorsements to the Title Policy delivered pursuant to subsection 7.10(a)(iv) above, removing the customary survey exceptions
therein, providing the comprehensive and survey endorsements thereto as well as any other endorsements set forth in subsection 6.1(h)(v) which were omitted as a result of the applicable Credit Parties failure to obtain a Survey contemporaneously
with said Title Policy, within ten (10) Business Days after the delivery of said Survey. 
  
 (c) Within 45 days after the Closing Date, the applicable Credit Parties shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement for each of the leaseholds of the
applicable Credit Parties located at 162 Forman Landing Lane, Wye Mills, MD 21679 and 1960 Normandy Drive, Miami Beach, FL from all mortgagees or beneficiaries, as applicable, of the fee interest of such properties, on the Administrative
Agent’s standard form or such other form reasonably satisfactory to the Administrative Agent. 
  
 (d) To the extent that any legal description contained in any leasehold Mortgages delivered to the Administrative Agent on or about the Closing Date prove
incorrect (as indicated in any Survey, title commitment or title update subsequently provided), the applicable 







 Credit Parties shall cooperate, at their own cost and expense, in the amendment of any legal description to any such
leasehold Mortgage or title insurance policy in respect thereof. 
  
 (e) Within 60 days after the Closing Date, the applicable Credit Party shall cause the Title Policy delivered as of the Closing Date with respect to the Real Property located at 120 Southmont Boulevard, Johnstown, PA to be amended to add to
the insured property thereunder the legal description of parcel 1 contained in Exhibit A to the Mortgage (“Parcel 1”) encumbering such Real Property (the “Southmont Boulevard Mortgage”) executed and delivered to the
Administrative Agent as of the Closing Date, and in connection therewith, the applicable Credit Party shall cause (i) a Title Policy (or an amendment to such existing Title Policy with respect to he Southmont Boulevard Mortgage) to be issued in
favor of the Administrative Agent with respect to Parcel 1 and (ii) cause all of the other conditions set forth in subsection 7.10(a) and 7.10(b) to be satisfied with respect Parcel 1. In the event that the legal description contained in the
Southmont Boulevard Mortgage is incorrect based on the title commitment to be issued within 60 days after the Closing Date with respect thereto, the applicable Credit Party shall cooperate with the Administrative Agent, at the Credit Party’s
sole cost and expense, to amend the Southmont Boulevard Mortgage to correct such legal description. 
  
 SECTION 5. Amendment to Schedules. 
  
 (a) Schedule 5.13 is hereby amended by deleting it in its entirety and replacing it with Annex A attached hereto. 
  
 (b) Schedule 5.23 is hereby amended by deleting the
references to Great Valley, Little Valley Town, Little Valley Village, Salamanca City and Salamanca Town, each in the State of New York. 
  
 (c) Schedule 7.10 is hereby amended by deleting it in its entirety and replacing it with Annex B attached hereto. 
  
 SECTION 6. Credit Agreement. Except as specifically provided hereby,
the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement in any Credit Document shall mean the Credit
Agreement as modified hereby. This Amendment shall be a Credit Document for all purposes. 
  
 SECTION 7. Applicable Law. This Amendment shall be governed by, and be construed in accordance with, the laws of the State of New York. 
  
 SECTION 8. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute
an original but all of which when taken together shall constitute one contract. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 







 SECTION 9. Headings. The Section headings used herein are for convenience of reference only, are
not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. 







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

			
	 ATLANTIC BROADBAND FINANCE, LLC

		
	 By:
	 	 /s/    Patrick Bratton


	 	 	 Name: Patrick Bratton

	 	 	 Title: Chief Financial Officer











			
	 ATLANTIC BROADBAND HOLDINGS I, LLC

		
	 By:
	 	 /s/    Patrick Bratton


	 	 	 Name: Patrick Bratton

	 	 	 Title: Chief Financial Officer











			
	 ATLANTIC BROADBAND MANAGEMENT, LLC
 ATLANTIC BROADBAND (MIAMI), LLC
 ATLANTIC BROADBAND (DELMAR), LLC
 ATLANTIC BROADBAND (PENN), LLC
 ATLANTIC BROADBAND FINANCE, INC.

		
	 By:
	 	 /s/    Patrick Bratton


	 	 	 Name: Patrick Bratton

	 	 	 Title: Chief Financial Officer











			
	 MERRILL LYNCH & CO.,
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

	 	 	 As Sole Lead Arranger and Book Runner

		
	 By:
	 	 /s/    Cécile Baker


	 	 	 Name: Cécile Baker

	 	 	 Title: Director

	
	 MERRILL LYNCH CAPITAL CORPORATION

		
	 By:
	 	 /s/    Cécile Baker


	 	 	 Name: Cécile Baker

	 	 	 Title: Vice President










			
	 SOCIÉTÉ GÉNÉRALE,
Individually and as Administrative Agent

		
	 By:
	 	 /s/    Mark K. Vigil


	 	 	 Name: Mark K. Vigil

	 	 	 Title:   Managing Director


  








			
	 GENERAL ELECTRIC CAPITAL CORPORATION

		
	 By:
	 	 /s/    Molly S. Furgusson


	 	 	 Name: Molly S. Furgusson

	 	 	 Title:   Duly Authorized Signatory










			
	 CREDIT LYONNAIS NEW YORK BRANCH Individually and as Agent

		
	 By:
	 	 /s/    Stephane Ducroizet


	 	 	 Name: Stephane Ducroizet

	 	 	 Title:   Vice President










			
	 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK NEDERLAND”, NEW YORK BRANCH

		
	 By:
	 	 /s/    Douglas W. Zylstra


	 	 	 Name: Douglas W. Zylstra

	 	 	 Title:   Senior Vice President

		
	 By:
	 	 /s/    Brett Delfino


	 	 	 Name: Brett Delfino

	 	 	 Title:   Executive Director










			
	 CIT LENDING SERVICES CORPORATION

		
	 By:
	 	 /s/    Michael V. Monahan


	 	 	 Name: Michael V. Monahan

	 	 	 Title:   Vice President









 Annex A 
  
 Schedule 5.13 - Fee Properties, Leased Properties, Other Properties and 
 Mortgaged Properties 
  

							
	 SYSTEM
 AREA

	  	 ADDRESS

	  	 FEE,
 LEASED OR
 OTHER REAL
PROPERTY

	  	 MORTGAGED
PROPERTY
AT CLOSING
DATE
 YES OR NO


	 Altoona, PA
	  	 736 Colonel Drake Highway
 Ashville, PA 16635
	  	 Other Real Property
	  	 No

	 Altoona, PA
	  	 232 Old Rt. 220 S.
 Duncansville, PA 16635
	  	 Other Real Property
	  	 No

	 Altoona, PA
	  	 2201-03 Beale Avenue
 Altoona, PA 16602
	  	 Other Real Property
	  	 No

	 Altoona, PA
	  	 Portion of vacated 22nd St and 2133-35
 Beale Avenue
 Altoona, PA 16602
	  	 Other Real Property
	  	 No

	 Altoona, PA
	  	 2220 Beale Avenue
 Altoona, PA 16602
	  	 Other Real Property
	  	 No

	 Altoona, PA
	  	 2200 Beale Avenue
 Altoona, PA 16601
	  	 Fee Property
	  	 Yes

	 Altoona, PA
	  	 Bunny Hop Road
 Claysburg, PA 16625
	  	 Fee Property
	  	 No

	 Bradford, PA
	  	 24 Main Street
 Bradford, PA 16701
	  	 Leased Property
	  	 No

	 Bradford, PA
	  	 2 Fernwood Drive
 Bradford, PA 16701
	  	 Fee Property
	  	 No

	 Clearfield, PA
	  	 313 1/2 E. Cherry St.
 Clearfield, PA 16830
	  	 Leased Property
	  	 No

	 Clearfield, PA
	  	 Mapes Avenue
 Clearfield, PA 16830
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 202 South Mechanic Street
 Cumberland, MD 21502
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 212 South Mechanic Street
 Cumberland, MD 21502
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 Dan’s Mountain
 Cumberland, MD 21502
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 Dan’s Mountain
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 19 Harrison Street
 Cumberland, MD 21502
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 13-15 Harrison Street
 Cumberland, MD 21502
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 21 Harrison Street
 Cumberland, MD 21502
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 Route 28
 Springfield, WV 26763
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 Cacapon Mountain Top
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 Parking lot adjacent to: 201 South Mechanic Street
 Cumberland, MD 21502
	  	 Other Real Property
	  	 No

	 Cumberland, MD
	  	 Near sewage lagoon off of S. Church Street,
 Sudlersville, MD
	  	 Other Real Property
	  	 No










							
	 SYSTEM
AREA

	  	 ADDRESS

	  	 FEE,
LEASED OR
 OTHER REAL
PROPERTY

	  	 MORTGAGED
PROPERTY
AT CLOSING
DATE
 YES OR NO


	 Cumberland, MD
	  	 201 South Mechanic Street
 Cumberland, MD 21502
	  	 Fee Property
	  	 Yes

	 Cumberland, MD
	  	 12505 Moores Hollow Road
 Cumberland, MD 21502
	  	 Fee Property
	  	 Yes

	 Cumberland, MD
	  	 Cacapon Mountain Top
 Ridge, WV
	  	 Fee Property
	  	 Yes

	 Cumberland, MD
	  	 Mountain Top
 Ridge, WV
	  	 Leased Property
	  	 No

	 Davis, WV
	  	 Corner 7th & Fairfax
 Davis, WV 26260
	  	 Fee Property
	  	 Yes

	 Derry, PA
	  	 80 Forest Edge Lane,
 Lewiston, PA
	  	 Fee Property
	  	 No

	 Grant Town, WV
	  	 320 Main Street
 Grant Town, WV 26574
	  	 Other Real Property
	  	 No

	 Grant Town, WV
	  	 Monumental Rd.
 Grant Town, WV 26574
	  	 Leased Property
	  	 No

	 Johnstown, PA
	  	 393 Wertz Road
 Johnstown, PA 15906
	  	 Fee Property
	  	 Yes

	 Johnstown, PA
	  	 120 Southmont Blvd.
 Johnstown, PA 15905
	  	 Fee Property
	  	 Yes

	 Johnstown, PA
	  	 202 Ebensburg Rd.
 Johnstown, PA 15906
	  	 Other Real Property
	  	 No

	 Johnstown, PA
	  	 200 Ebensburg Rd.
 Johnstown, PA 15906
	  	 Other Real Property
	  	 No

	 Johnstown, PA
	  	 198 Ebensburg Rd.
 Johnstown, PA 15906
	  	 Other Real Property
	  	 No

	 Johnstown, PA
	  	 114 5th St. A
 Jerome, PA 15937
	  	 Other Real Property
	  	 No

	 Johnstown, PA
	  	 690 Dishong Rd.
 Johnstown, PA 15906
	  	 Other Real Property
	  	 No

	 Kingwood, WV
	  	 375 Quaker Church Road
 Perryopolis, PA 15473
	  	 Other Real Property
	  	 No

	 Kingwood, WV
	  	 Windy Hill Road
 Lamberton, PA 15452
	  	 Other Real Property
	  	 No

	 Kingwood, WV
	  	 771 South 88 Road
 Carmichaels, PA 15320
	  	 Other Real Property
	  	 No

	 Kingwood, WV
	  	 RD #3, Box 140
 Smithfield, PA 15478
	  	 Other Real Property
	  	 No

	 Kingwood, WV
	  	 107-1/2 B Pleasant Ave.
 Kingswood, WV 26537
	  	 Other Real Property
	  	 No

	 Kingwood, WV
	  	 Play Ford Avenue
 Brownsville, PA 15417
	  	 Other Real Property
	  	 No

	 Kingwood, WV
	  	 Rte. 7 East
 Caldwell Mountain
 Kingwood, WV 26537
	  	 Fee Property
	  	 Yes

	 Kingwood, WV
	  	 1309 Point Marion Road
 Morgantown, WV 28508
	  	 Other Real Property
	  	 No

	 Maryland/Delaware
	  	 A portion of 320 Drummer Drive
 Grasonville, MD 21638
	  	 Other Real Property
	  	 No

	 Maryland/Delaware
	  	 162 Forman Landing Lane
 Wye Mills, MD 21679
	  	 Leased Property
	  	 Yes

	 Maryland/Delaware
	  	 29600 Tarbutton Mill Road
 Trappe, MD 21763
	  	 Leased Property
	  	 No

	 Maryland/Delaware
	  	 800 High Street
 Chestertown, MD
	  	 Leased Property
	  	 No










							
	 SYSTEM
AREA

	  	 ADDRESS

	  	 FEE,
 LEASED OR
 OTHER REAL
PROPERTY

	  	 MORTGAGED
PROPERTY
AT CLOSING
DATE
 YES OR NO


	 Maryland/Delaware
	  	 201 Power Drive, Rt. 18
 Chester, MD 21619
	  	 Leased Property
	  	 No

	 Maryland/Delaware
	  	 Route 20 Gratitude Area
 Rock Hall, MD 21661
	  	 Month to Month
 Leased Property
	  	 No

	 Maryland/Delaware
	  	 195 Foard Lane
 Chesapeake City, MD 21915
	  	 Leased Property
	  	 No

	 Maryland/Delaware
	  	 1220 Cedar Corner Rd.
 Perryville, MD 21903
	  	 Month to Month
 Leased Property
	  	 No

	 Miami Beach, Florida
	  	 1681 North Bay Causeway a/k/a
 1681 79th Street Causeway No. Bay Village, FL 33141
	  	 Fee Property
	  	 Yes

	 Miami Beach, Florida
	  	 1951 NW 71st Street
 Miami Beach, FL 33141
	  	 Fee Property
	  	 Yes

	 Miami Beach, Florida
	  	 1960 Normandy Drive
 Miami Beach, FL 33141
	  	 Leased Property
	  	 Yes

	 Miami Beach, Florida
	  	 1665 NE 79th St.
 Miami, FL 33155
	  	 Other Real Property
	  	 No

	 Miami Beach, Florida
	  	 4225 SW 71st Avenue,
 Miami, FL 33155
 Same lease as: 4245 SW 71st Ave.
	  	 Leased Property
	  	 No

	 Mifflinburg, PA
	  	 314 Chestnut Street
 Mifflinburg, PA 17844
	  	 Other Real Property
	  	 No

	 Mifflinburg, PA
	  	 1 Stoney Acres Road
 Mifflinburg, PA 17844
	  	 Fee Property
	  	 No

	 Moorefield, WV
	  	 1278 South Fork Rd.
 Moorefield, WV 26836 Hub Site
	  	 Fee Property
	  	 No

	 Moorefield, WV
	  	 Mountain Top
 Moorefield, WV 26836
	  	 Other Real Property
	  	 No

	 Shippenville, PA
	  	 103 Oakwood Lane
 Shippenville, PA 16254
	  	 Leased Property
	  	 No

	 Shippenville, PA
	  	 Route 322
 Shippenville, PA 16254
	  	 Other Real Property
	  	 No

	 Uniontown, PA
	  	 320 Bailey Avenue
 Uniontown, PA 15401
	  	 Leased Property
	  	 No

	 Uniontown, PA
	  	 Old Pittsburgh Road
 Uniontown, PA 15401
	  	 Fee Property
	  	 No

	 Uniontown, PA
	  	 Vesterburg, PA 15363
	  	 Leased Property
	  	 No

	 Warren, PA
	  	 14 Biddle Street
 Warren, PA 16365
	  	 Leased Property
	  	 No

	 Warren, PA
	  	 702 E. Fifth Ave.
 Warren, PA 16365
	  	 Leased Property
	  	 No









 Annex B 
  
 Schedule 7.10 - Post Closing Collateral Matters 
  
 1. Bunny Hop Road, Claysburg, PA 16625 
  
 2. 80 Forest Edge Lane, Lewiston, PA 17044 
  
 3. 1 Stoney Acres Road, Mifflinburg, PA 17844 
  
 4. 2 Fernwood Drive, Bradford, PA 16701 
  
 5. 1278 South Fork Road, Moorefield, WV 26836 
  
 6. Old Pittsburgh Road, Uniontown, PA 15401