-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DVXUckoNCOXnwgLX9qbyAxknFSwqn5Dcz5ZZ1OKVT+8yGIaVvDvwt51ughJtLx+N hfA6BbLabjH3exToaps3OQ== 0000899140-03-000237.txt : 20030305 0000899140-03-000237.hdr.sgml : 20030305 20030305171450 ACCESSION NUMBER: 0000899140-03-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20030123 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADELPHIA COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000796486 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232417713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16014 FILM NUMBER: 03593639 BUSINESS ADDRESS: STREET 1: 1 NORTH MAIN STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 BUSINESS PHONE: 8142749830 MAIL ADDRESS: STREET 1: 1 NORTH MAIN STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 8-K 1 a1172226.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported) January 23, 2003 ADELPHIA COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-16014 23-2417713 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) One North Main Street - Coudersport, PA 16915-1141 (Address of principal executive offices) (Zip code) (814) 274-9830 (Registrant's telephone number, including area code) Item 5. Other Events On March 4, 2003, the Bankruptcy Court for the Southern District of New York approved the employment agreements of William T. Schleyer as Chairman and Chief Executive Officer of Adelphia Communications Corporation (the "Company") and Ronald H. Cooper as President and Chief Operating Officer of the Company. The employment agreement of Mr. Schleyer and Amendment No. 1 and Amendment No. 2 to Mr. Schleyer's employment agreement are incorporated herein by reference and attached hereto as Exhibits 10.06, 10.07 and 10.08, respectively. The employment agreement of Mr. Cooper and Amendment No. 1 to Mr. Cooper's employment agreement are incorporated herein by reference and attached hereto as Exhibits 10.09 and 10.10, respectively. On January 23, 2003, the Board of Directors of the Company voted to amend the Company's bylaws to specify the roles of Chief Executive Officer, President, Chief Operating Officer and Chief Financial Officer of the Company. The Amended and Restated Bylaws are incorporated herein by reference and attached hereto as Exhibit 3.1. Item 7(c). Exhibits 3.1 Amended and Restated Bylaws of Adelphia Communications Corporation (As amended through January 23, 2003). 10.01 Amendment No. 1, dated as of October 30, 2002, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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, the Guarantors listed therein and each of the Financial Institutions from time to time party thereto. 10.02 Amendment No. 2, dated as of October 23, 2002, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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, the Guarantors listed therein and each of the Financial Institutions from time to time party thereto. 10.03 Amendment No. 3, dated as of December 16, 2002, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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, the Guarantors listed therein and each of the Financial Institutions from time to time party thereto. 10.04 Amendment No. 4, dated as of February 13, 2003, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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, the Guarantors listed therein and each of the Financial Institutions from time to time party thereto. 10.05 Amended and Restated Security and Pledge Agreement, dated as of August 26, 2002 among each of the loan parties named therein and CITICORP USA, Inc. 10.06 Terms and Conditions of Employment between William T. Schleyer and Adelphia Communications Corporation, dated January 17, 2003. 10.07 Amendment No. 1, dated as of February 21, 2003, to the Terms and Conditions of Employment between William T. Schleyer and Adelphia Communications Corporation. 10.08 Amendment No. 2 dated as of March 5, 2003, to the Terms and Conditions of Employment between William T. Schleyer and Adelphia Communications Corporation. 10.09 Terms and Conditions of Employment between Ronald Cooper and Adelphia Communications Corporation, dated January 17, 2003. 10.10 Amendment No. 1, dated as of February 21, 2003, to the Terms and Conditions of Employment between Ronald Cooper and Adelphia Communications Corporation. 10.11 Letter Agreement, dated May 21, 2002, confirming the engagement of Conway, Del Genio, Gries & Co., LLC by Adelphia Communications Corporation. 10.12 Indemnification Agreement dated as of October 16, 2002, between Adelphia Communications Corporation and Anthony T. Kronman. 10.13 Indemnification Agreement dated as of October 31, 2002, between Adelphia Communications and Rodney W. Cornelius. Cautionary Statement Regarding Financial and Operating Data As a result of actions taken by the former management of the Company: (a) the Company has not yet completed its financial statements as of or for the year ended December 31, 2002 and does not anticipate timely filing of its Annual Report on Form 10-K as of and for the year ended December 31, 2002; (b) the Company has not yet completed its financial statements as of or for the year ended December 31, 2001, or received its independent public accountants' report thereon or filed with the Securities and Exchange Commission (the "Commission") its Annual Report on Form 10-K for the year ended December 31, 2001; (c) the Company's former independent public accountants, Deloitte & Touche LLP, suspended their auditing work on the Company's financial statements as of and for the year ended December 31, 2001 and withdrew their audit report with respect to the year ended December 31, 2000; (d) the Company has not yet completed its financial statements as of and for the three months ended March 31, 2002, June 30, 2002 or September 30, 2002, or filed with the Commission its Quarterly Report on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002; and (e) the Company expects to restate its financial statements for the years ended December 31, 1999 and 2000, and its interim financial statements for 2001 and possibly other periods. Effective March 4, 2003, the Company hired a new Chief Executive Officer and President and Chief Operating Officer. The new Chief Executive Officer replaced the interim Chief Executive Officer who, along with other members of the current management team, took control of the Company in May 2002. Current management has retained new independent auditors and begun the preparation of new financial statements for the periods in question; as a result of certain actions of prior management that the Company has previously disclosed, the Company is unable to predict at this time when such financial statements will be completed. In addition, current management believes that the public information provided by prior management on other matters of interest to investors, such as the Company's rebuild percentage (the percentage of the Company's cable television systems that -2- the Company believes have been upgraded to current standards), was unreliable. As a result, the Company anticipates that it may have to supplement the financial and other information contained in this Form 8-K and that such supplemental information may be material. Cautionary Statement Regarding Forward Looking Statements This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements regarding Adelphia Communications Corporation and its subsidiaries' (collectively, the "Company's") expected future financial position, results of operations, cash flows, restructuring and financing plans, business strategy, budgets, projected costs, capital expenditures, competitive positions, growth opportunities, plans and objectives of management for future operations and statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ from the Company's expectations. The Company does not undertake a duty to update such forward-looking statements. Actual future results and trends for the Company may differ materially depending on a variety of factors discussed in the Company's filings with the Commission, including its recently filed Current Reports on Form 8-K, the most recently filed Quarterly Report on Form 10-Q, the Form 10-K for the year ended December 31, 2000, and the most recent prospectus supplement filed under Registration Statement No. 333-64224, under the section entitled "Risk Factors" contained therein. Factors that may affect the plans or results of the Company include, without limitation: (a) the Company's filing of a petition for relief under Chapter 11 of the United States Bankruptcy Code; (b) the results of litigation against the Company including the recently filed civil complaint by the Commission and the potential for a criminal indictment of the Company; (c) the effects of government regulations and the actions of local cable franchise authorities; (d) the availability of debtor-in-possession financing and surety bonds to support the Company's operations; (e) the results of the Company's internal investigation and the matters described above under "Cautionary Statement Regarding Financial and Operating Data"; (f) actions of the Company's competitors; (g) the pricing and availability of equipment, materials, inventories and programming; (h) product acceptance and customer spending patterns; (i) the Company's ability to execute on its business plans, to provide uninterrupted service to its customers and to conduct, expand and upgrade its networks; (j) technological developments; (k) matters relating to or in connection with the bankruptcy filing and proceedings of Adelphia Business Solutions, Inc.; (l) changes in general economic conditions and/or economic conditions in the markets in which the Company may, from time to time, compete; (m) the movement of interest rates and the resulting impact on the Company's interest obligations with respect to its pre-petition bank debt; and (n) the delisting of Adelphia Communication Corporation's common stock by Nasdaq. Many of such factors are beyond the control of the Company and its management. -3- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 5, 2003 ADELPHIA COMMUNICATIONS CORPORATION (Registrant) /s/ Christopher T. Dunstan --------------------------------------- Christopher T. Dunstan Executive Vice President, Treasurer and Chief Financial Officer -4- EXHIBIT INDEX Exhibit No. Description 3.1 Amended and Restated Bylaws of Adelphia Communications Corporation (As amended through January 23, 2003). 10.01 Amendment No. 1, dated as of October 30, 2002, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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, the Guarantors listed therein and each of the Financial Institutions from time to time party thereto. 10.02 Amendment No. 2, dated as of October 23, 2002, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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, the Guarantors listed therein and each of the Financial Institutions from time to time party thereto. 10.03 Amendment No. 3, dated as of December 16, 2002, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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, the Guarantors listed therein and each of the Financial Institutions from time to time party thereto. 10.04 Amendment No. 4, dated as of February 13, 2003, to the Amended and Restated Credit and Guaranty Agreement, dated as of August 26, 2002, by and 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, the Guarantors listed therein and each of the Financial Institutions from time to time party thereto. 10.05 Amended and Restated Security and Pledge Agreement, dated as of August 26, 2002 among each of the loan parties named therein and CITICORP USA, Inc. 10.06 Terms and Conditions of Employment between William T. Schleyer and Adelphia Communications Corporation, dated January 17, 2003. 10.07 Amendment No. 1, dated as of February 21, 2003, to the Terms and Conditions of Employment between William T. Schleyer and Adelphia Communications Corporation. -5- 10.08 Amendment No. 2 dated as of March 5, 2003, to the Terms and Conditions of Employment between William T. Schleyer and Adelphia Communications Corporation. 10.09 Terms and Conditions of Employment between Ronald Cooper and Adelphia Communications Corporation, dated January 17, 2003. 10.10 Amendment No. 1, dated as of February 21, 2003, to the Terms and Conditions of Employment between Ronald Cooper and Adelphia Communications Corporation. 10.11 Letter Agreement, dated May 21, 2002, confirming the engagement of Conway, Del Genio, Gries & Co., LLC by Adelphia Communications Corporation. 10.12 Indemnification Agreement dated as of October 16, 2002, between Adelphia Communications Corporation and Anthony T. Kronman. 10.13 Indemnification Agreement dated as of October 31, 2002, between Adelphia Communications and Rodney W. Cornelius. -6- EX-3.1 4 a0218031.txt AMENDED AND RESTATED BYLAWS Exhibit 3.1 ----------- AMENDED AND RESTATED BYLAWS OF ADELPHIA COMMUNICATIONS CORPORATION (As amended through January 23, 2003) ARTICLE I Stockholders Section 1.1 Annual Meetings. An annual meeting of the stockholders shall be held for the election of directors and the transaction of any other proper business on the first Thursday of June in each year, if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such date, time and place either within or without Delaware as may be designated by the Board of Directors from time to time. Section 1.2 Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the President, any Executive Vice President, or the Board of Directors to be held at such date, time and place either within or without Delaware as may be stated in the notice of the meeting. Section 1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, such written notice shall be given not less than ten (10) nor more than sixty (60) days before the day of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the corporation. Section 1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken At the adjourned meeting the stockholders may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5 Quorum. Except as otherwise provided in the certificate of incorporation or by law, at any meeting of the stockholders, the presence in person or by proxy of the holders of the majority of the votes of all of the outstanding shares, in the aggregate, of all classes of stock entitled to vote at the meeting shall constitute a quorum. The stockholders present at a duly organized meeting may continue to do business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting in the manner provided by Section 1.4 of these bylaws until a quorum shall attend. Section 1.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, or in the absence of the Chairman of the Board, by the President, or in the absence of the President, by any Vice President, or in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary, an Assistant Secretary, shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as Secretary of the meeting. Section 1.7 Voting; Proxies. The stockholders of the Corporation shall have such voting rights and powers as set forth in the certificate of incorporation. All questions shall be decided by the vote of the majority of the votes of all of the voting shares of all classes, in the aggregate, entitled to vote on the matter in question, represented at any meeting, unless otherwise provided in the certificate of incorporation or by law. Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. All proxies must be in writing and filed with the Secretary of the corporation. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if it is coupled with an interest sufficient in law to support an irrevocable power. Revocation of a proxy is not effective until notice of the revocation has been given to the Secretary of the corporation. Section 1.8 Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express written consent to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, except that the Board of Directors may fix a new record date for the adjourned meeting. In the event dividends are declared, stock transfer books will not be closed but that a record date will be set by the Company, upon which date the transfer agent will take a record of all shareholders entitled to the dividend without actually closing the transfer books. Section 1.9 List of Stockholders Entitled to Vote. The officer in charge of the stock ledger of the corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares registered in the name of each, which list shall be kept on file at the registered office of the corporation and, further, shall be subject to inspection by any stockholder, for any purpose germane to the meeting, during usual business hours, for a period of at least ten (10) days before to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at the time and place of the meeting, and shall be subject to inspection by any stockholder during the whole time of the meeting. Section 1.10 Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the certificate of incorporation or by law, any action required by law to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented in writing. Section 1.11 Voting by Fiduciaries and Pledgees. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. A person whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent and vote such stock. ARTICLE II Board of Directors Section 2.1 Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board shall consist of not less than five (5) nor more than twenty-five (25) members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders, unless the certificate of incorporation so requires. Section 2.2 Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the annual meeting of stockholders next succeeding his election and until his successor is elected and qualified or until his death, resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President, any Vice President, or the Secretary of the corporation. A resignation shall take effect at the time it specifies, and unless otherwise specified in the resignation, no acceptance of the resignation is necessary to make it effective. Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors except that whenever the holders of any class are entitled by the certificate of incorporation to elect one or more directors, the director or directors so elected may be removed with or without cause by a majority of the holders of the outstanding shares of that class. Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Section 2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without Delaware and at such times as the Board may from time to time determine, and if so determined, notice thereof need not be given. Section 2.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President, or any Executive Vice President. Except as otherwise provided in the certificate of incorporation, meetings of the Board of Directors may be held at such places within or without Delaware as a majority of the directors may direct. Notice of all special meetings of the Board of Directors specifying the place, day and hour shall be given to each director at least twenty-four (24) hours before the day and time named for the meeting, either (i) personally (including by phone) or (ii) by sending a copy thereof by mail or by telegram, charges prepaid, facsimile, e-mail or other electronic or wireless means, charges prepaid, to his address, facsimile number or e-mail address, as the case may be, appearing on the books of the Corporation or supplied by him to the Corporation for the purpose of notice. Notice may also be given by any other means permitted by law. Any oral notice given personally or by telephone may be communicated either to the director or to the person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. When a meeting of directors is adjourned, notice need not be given of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken. Section 2.5 Participation in Meetings by Conference Telephone. Unless otherwise restricted by the certificate of incorporation, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone, similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Section 2.6 Quorum; Vote Required for Action. A majority of the directors in office is necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting a quorum is not present, the meeting may be adjourned from time to time until a quorum is present. Section 2.7 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in the absence of the Chairman of the Board, by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary, an Assistant Secretary, shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the chairman of the meeting may appoint any person to act as Secretary of the meeting. Section 2.8 Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of Directors. Section 2.9 Action by Directors Without a Meeting. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 2.10 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee and the Board or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterest directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 2.11 Other Powers. In addition to the powers expressly conferred by these bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts as are not by law, the certificate of incorporation or these bylaws required to be exercised or done by the stockholders. ARTICLE III Committee Section 3.1 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but, except to the extent otherwise provided by law, no such committee may (i) approve or adopt or recommend to the stockholders any action or matter that the Delaware General Corporation Law requires stockholders to approve or (ii) adopt, amend or repeal any bylaw of the Corporation. Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for conducting its business. In the absence of a provision by the Board or a provision in the rules of a committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these bylaws. ARTICLE IV Officers Section 4.1 Officers; Election. As soon as practicable after every annual meeting of stockholders, the Board of Directors shall elect a Chief Executive Officer and/or a President and Chief Operating Officer and a Secretary, and it may, if it so determines, elect from among its members, a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers, a Chief Financial Officer, a Chief Accounting Officer and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. In addition to the officers elected by the Board in accordance with this Section 4.1, the Company may have one or more appointed Vice Presidents, Assistant Secretaries or Assistant Treasurers. Such Vice Presidents, Assistant Secretaries or Assistant Treasurers may be appointed by the Chairman of the Board, the Chief Executive Officer, the President and Chief Operating Officer or an Executive Vice President. Vice Presidents, Assistant Secretaries or Assistant Treasurers appointed by the Chairman of the Board, the President and Chief Operating Officer or an Executive Vice President may be removed in accordance with Section 4.2 or by the Chairman or the President and Chief Operating Officer. Any number of offices may be held by the same person. Section 4.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing him, each officer shall hold office until the first meeting of the Board after the annual meeting of the stockholders next succeeding his election, and until his successor is elected and qualified, or until his earlier resignation or removal. An officer may resign at any time upon written notice to the Board, the Chief Executive Officer, the President and Chief Operating Officer or the Secretary of the Company. A resignation shall take effect at the time it specifies, and unless otherwise specified in the resignation, no acceptance of the resignation is necessary to make it effective. The Board may remove any officer with or without cause at any time. Any removal shall be without prejudice to the contractual rights of the officer, if any, with the Company, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting. Section 4.3 Powers and Duties. The officers of the Company shall have such powers and duties in managing the Company as shall be stated in these bylaws or in a resolution of the Board of Directors not inconsistent with these bylaws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose. The Board may require any officer, agent or employee to give security for the faithful performance of his duties. Section 4.4 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders at which he is present and shall have and may exercise such powers as may, from time to time, be assigned to him by the Board and as may be provided by law. In the absence of the Chairman of the Board at any meeting, the Board may appoint any Board member to act as Chairman at any such meeting. Section 4.5 Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Company and shall have general charge and supervision of the business of the Company and, in general, shall perform all duties incident to the office of chief executive officer of a corporation and such other duties as may, from time to time, be assigned to him by the Board or as may be provided by law. Section 4.6 President and Chief Operating Officer. The President and Chief Operating Officer, at the request or in the absence of the Chief Executive Officer or during the Chief Executive Officer's inability to act, shall perform the duties of the Chief Executive Officer and when so acting shall have the powers of the Chief Executive Officer. The President and Chief Operating Officer shall, subject to the direction of the Chief Executive Officer and the Board of Directors, have general charge and supervision of the business of the Company and, in general, shall perform all duties incident to the office of president and chief operating officer of a corporation and such other duties as may, from time to time, be assigned to him by the Board or the Chief Executive Officer or as may be provided by law. Section 4.7 Vice Presidents. The Vice President or Vice Presidents, at the request or in the absence of the President and Chief Operating Officer or during the President or Chief Operating Officer's inability to act, shall perform the duties of the President and Chief Operating Officer and when so acting shall have the powers of the President and Chief Operating Officer. If there be more than one Vice President, the Chief Executive Officer or Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the Chief Executive Officer or President and Chief Operating Officer may make such determination; otherwise any of the Executive Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or them by the Board, the Chief Executive Officer or the President and Chief Operating Officer or as may be provided by law. Vice Presidents shall include Executive Vice Presidents, Senior Vice Presidents, other similarly designated Vice Presidents, and Vice Presidents. Section 4.8 Secretary. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, shall be custodian of the records of the Company, may affix the corporate seal to any document the execution of which, on behalf of the Company, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may, from time to time, be assigned to him by the Board or the Chief Executive Officer or as may be provided by law. Section 4.9 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company and shall deposit or cause to be deposited, in the name of the Company, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties, with such surety or sureties as the Board may determine. The Treasurer shall keep or cause to be kept complete and accurate records of all receipts and disbursements of the Company, shall render to the Chief Executive Officer and to the Board, whenever requested, an account of the financial condition of the Company, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him by the Board or the Chief Executive Officer or as may be provided by law. Section 4.10 Chief Financial Officer. The Chief Financial Officer shall be the chief financial officer of the Company and shall be responsible for maintaining the financial integrity of the Company, shall prepare the budget, financial plans and financial statements and reports for the Company and shall monitor the financial performance of the Company and its subsidiaries. The Chief Financial Officer shall perform all such duties as are incident to the office of chief financial officer or as may be assigned to him by the Board, the Chief Executive Officer or the President and Chief Operating Officer or as may be provided by law. Section 4.11 Chief Accounting Officer. The Chief Accounting Officer shall be the chief accounting officer of the Company and shall be responsible for the systems of financial control, the maintenance of accounting records, and the preparation of financial statements of the Company. The Chief Accounting Officer shall prepare and submit regular reports to the Board of Directors when and as desired, and in general, shall perform all duties incident to the office of chief accounting officer or as may be assigned to him by the Board, the Chief Executive Officer or the President and Chief Operating Officer or as may be provided by law. Section 4.12 Other Officers. Any other officers of the Company shall have such powers and duties in managing the Company as shall be stated in a resolution of the Board of Directors, or the as determined by the Chairman of the Board or the Chief Executive Officer, which is not inconsistent with these bylaws and, to the extent not so stated or determined, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V Stock Section 5.1 Certificates. Every holder of the stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or any Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number and class of shares owned by him in the Corporation. Any of the signatures on the certificate may be a facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer, transfer agent, or registrar before the certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed. When authorizing such issuance, the Board of Directors may require the owner of the lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI Indemnification Section 6.1 Indemnification. Except to the extent prohibited by law, the corporation shall indemnify (including without limitation indemnification for all expenses (including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any action, suit or proceeding) any person made, or threatened to be made, a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ("an Action") by reason of the fact that the person or such person's representative is or was a director or officer of the Corporation, and may indemnify (including without limitation indemnification for all expenses (including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any action, suit or proceeding) any person made, or threatened to be made, a party to any Action by reason of the fact that he is or was an employee or agent of the Corporation or serves or served as a director, officer, employee, or agent of any other enterprise at the request of the Corporation. This indemnification shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise. The Corporation may, but shall have no obligation to, purchase insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation against any liability asserted against or incurred by him in any such capacity, or arising out of his status as such to the extent permitted by law. Such insurance may be provided by the Corporation at the sole discretion of the Board of Directors. Section 6.2 Right to Advancement of Defense Expenses. Expenses (including fees and expenses of counsel selected by the person entitled to indemnification described in Section 6.1) incurred in defending any action shall be paid by the Corporation in advance upon the written request of such person if he shall undertake to repay such amounts advanced to the extent that a court of competent jurisdiction ultimately determines that such person is not entitled to indemnification under this Article or otherwise, unless the Board of Directors or independent legal counsel reasonably determines that such person deliberately breached his duty to the Corporation or its shareholders. Such person's expenses incurred in connection with successfully establishing his right to indemnification, in whole or part, in any such proceeding shall also be indemnified by the Corporation. Section 6.3 Right to Indemnification. The right to indemnification and advances as provided in this Article VI shall be a contractual right. Indemnification under this Article VI shall continue as to a person eligible to be indemnified even though he may have ceased to be a director or officer, and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnity hereunder, and shall be applicable to any Action commenced after the adoption hereof, whether arising from acts or omissions occurring before or after adoption hereof. Any repeal or modification of this Article VI shall not affect any rights or obligations then existing. ARTICLE VII Miscellaneous Section 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each calendar year, commencing with the fiscal year ended December 31, 1998. Section 7.2 Office. The registered office of the Corporation shall be 229 South State Street, City of Dover, County of Kent, State of Delaware, or any other location within Delaware which the Board of Directors may determine. Section 7.3 Registered Agent. The registered agent of the Corporation shall be The Prentice-Hall Corporation System, Inc., or such other individual or domestic corporation (including the Corporation) as the Board of Directors may designate. Section 7.4 Seal. The Corporation may have a corporate seal which shall have inscribed thereon the name of the Corporation, and shall be in such form as may be approved from time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed, or in any other manner reproduced. Section 7.5 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same. Section 7.6 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever any written notice is required to be given by law, the Certificate of Incorporation or these bylaws, a waiver thereof in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Unless otherwise required by the certificate of incorporation, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. The attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of the meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section 7.7 Amendment of Bylaws. These bylaws may be amended or repealed, and new bylaws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional bylaws and may amend or repeal any bylaw whether or not adopted by them. ARTICLE VIII Nominating and Proposal Procedures Section 8.1 Without limiting any other notice requirements imposed by law, the certificate of incorporation or these bylaws, any nomination for election to the Board or other proposal to be presented by any stockholder at a stockholders' meeting (the "Proponent") will be properly presented only if written notice of the Proponent's intent to make such nomination or proposal has been personally delivered to and otherwise in fact received by the Secretary of the Corporation not later than (i) for the annual meeting, at least 120 days prior to the anniversary date of the mailing of the proxy statement for the immediately preceding year's annual meeting, provided however, that if the date of the annual meeting is more than 45 days before or after the anniversary date of the immediately preceding annual meeting, the notice must have been received on or before the 15th day after the public announcement, by SEC filing, press release or otherwise, by the Corporation of the date of the annual meeting, or (ii) for any special meeting, the close of business on the tenth day after notice of such meeting is first given to stockholders; provided, however, that nothing contained herein shall limit or restrict the right of any stockholder to present at a stockholders' meeting any proposal made by such stockholder in accordance with Rule 14a-8 promulgated pursuant to the Securities Exchange Act of 1934, as amended, as it may hereafter be amended, or any successor rule. Such notice by the Proponent to the Corporation shall set forth in reasonable detail information concerning the nominee (in the case of a nomination for election to the Board of Directors) or the substance of the proposal (in the case of any other stockholder proposal), and shall include: (a) the name and residence address and business address of the stockholder who intends to present the nomination or other proposal or of any person who participates or is expected to participate in making such nomination and of the person or persons, if any, to be nominated and the principal occupation or employment and the name, type of business and address of the business and address of the corporation or other organization in which such employment is carried on of each such stockholder, participant and nominee; (b) a representation that the Proponent is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present the nomination or other proposal specified in the notice; (c) a description of all arrangements or understandings between the Proponent and any other person or persons (naming such person or persons) pursuant to which the nomination or other proposal is to be made by the Proponent; (d) such other information regarding each proposal and each nominee as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nomination or other proposal been made by the Board of Directors; and (e) the consent of each nominee, if any, to serve as a director of the Corporation if elected. Within fifteen (15) days following the receipt by the Secretary of a notice of nomination or proposal pursuant hereto, the Secretary shall advise the Proponent in writing of any deficiencies in the notice and of any additional information the Corporation is requiring to determine the eligibility of the proposed nominee or the substance of the proposal. A Proponent who has been notified of deficiencies in the notice of nomination or proposal and/or of the need for additional information shall cure such deficiencies and/or provide such additional information within fifteen (15) days after receipt of the notice of such deficiencies and/or the need for additional information. The presiding officer of a meeting of stockholders may, in his or her sole discretion, refuse to acknowledge a nomination or other proposal presented by any person that does not comply with the foregoing procedure and, upon his or her instructions, all votes cast for such nominee or with respect to such proposal may be disregarded. ARTICLE IX Non-Applicability of Section 203 of the Delaware General Corporation Law Section 9.1 Section 203 of the General Corporation Law of Delaware shall not apply to the Corporation. ARTICLE X Non-Applicability of Section 141(c)(1) of the Delaware General Corporation Law Section 10.1 Section 141(c)(1) of the General Corporation Law of Delaware shall not apply to the Corporation, as the Corporation, by resolution adopted by the Board, has elected to be governed by Section 141(c)(2) of the General Corporation Law of Delaware. (As amended through January 23, 2003) EX-10.01 5 a1167345.txt AMENDMENT NO. 1 TO GUARANTY AGREEMENT Exhibit 10.01 ------------- AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AMENDMENT and WAIVER dated as of October 30, 2002 under the Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (the "DIP Credit Agreement"), 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, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP USA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, FLEET NATIONAL BANK, 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 Century/ML Cable Venture, a New York joint venture ("Century ML"), filed a voluntary petition with the Bankruptcy Court initiating a case under chapter 11 of the Bankruptcy Code on September 30, 2002; WHEREAS the Parent and certain of the other Loan Parties desire to enter into certain transactions with The Hanover Insurance Company ("Hanover") on substantially the terms set forth in the Hanover Surety Credit Agreement (as defined in the DIP Credit Agreement as amended hereby); and WHEREAS, the parties hereto desire to amend the DIP Credit Agreement as set forth herein and waive certain Events of Default that could arise under the DIP Credit Agreement and in connection with the transactions described above; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the DIP Credit Agreement (as amended hereby). 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 DIP Credit Agreement shall, after the date of effectiveness of this Amendment and Waiver, refer to the DIP Credit Agreement as amended hereby. SECTION 2. New Definitions. (a) The following definitions are inserted in alphabetical order in Section 1.01 of the DIP Credit Agreement: "Hanover" shall mean The Hanover Insurance Company. "Hanover Bond" shall mean any Pre-Petition Hanover Bond or Post-Petition Hanover Bond. "Hanover Surety Credit Agreement" shall mean the Surety Credit Agreement made as of October __, 2002 by and among Hanover, the Parent and the other Loan Parties party thereto, as amended from time to time; provided that no amendment or waiver thereof shall be effective for purposes of the Loan Documents unless consented to by the Required DIP Lenders. "Pre-Petition Hanover Bond" shall mean, on any date, any surety bond outstanding on such date so long as: (i) such surety bond (x) was issued prior to the Petition Date by Hanover for the account of any Loan Party, and (y) is listed on Schedule 1.01 hereto, or (ii) such surety bond is a renewal (a "Renewal Surety Bond") of any surety bond described in clause (i) hereof (an "Original Surety Bond") in accordance with the terms of the Hanover Surety Credit Agreement, whether after cancellation of the relevant Original Surety Bond or otherwise; provided that any Renewal Surety Bond shall be considered a "Pre-Petition Hanover Bond" for purposes of the Loan Documents solely with respect to the penal amount (the "Original Penal Amount") of the Original Surety Bond as in existence immediately prior to the execution of the Hanover Surety Credit Agreement that is renewed pursuant to such Renewal Surety Bond, and, to the extent the penal amount of any Renewal Surety Bond exceeds such Original Penal Amount of the relevant Original Surety Bond, such excess amount shall be deemed to constitute a "Post-Petition Hanover Bond" for purposes of the Loan Documents. "Post-Petition Hanover Bond" shall mean, on any date, any surety bond outstanding on such date so long as such surety bond was issued by Hanover pursuant to the Hanover Surety Credit Agreement after the Petition Date (subject to the proviso set forth in clause (ii) of the definition of "Hanover Pre-Petition Surety Bond") for the account of any Loan Party. "Specified Inter-Group Reimbursement Obligations" shall mean, with respect to each Borrower, on any date, all obligations of such Borrower (an 2 "Advancing Borrower") to reimburse each Fronting Bank for amounts paid by it in respect of drawings under Surety Letters of Credit issued in support of Hanover Bonds for the account of such Borrower, to the extent the proceeds of such drawings are used to indemnify Hanover for Losses (as defined in the Hanover Surety Credit Agreement) arising after the Petition Date against any Hanover Bond in accordance with Sections 7(e), 7(f), and 7(g) of the Hanover Surety Credit Agreement and the applicable provisions provided for in Exhibit A thereto, so long as any such Losses arise against any Hanover Bond issued for the account of any Loan Party (a "Receiving Loan Party") which does not belong to such Borrower's Borrower Group. Any Specified Inter-Group Reimbursement Obligation shall constitute an Intercompany Advance made by the relevant Advancing Borrower to the relevant Receiving Borrower. Further, an Intercompany Advance shall be deemed to be created to reflect the proper allocation, in accordance with the Cash Management Protocol, among the Borrower Groups in connection with any cash used by a Loan Party to collateralize Hanover Bonds (the "Advancing Loan Party") to the extent such collateral is used to indemnify Hanover for Losses arising against any Hanover Bond issued for the account of any Loan Party which does not belong to the same Borrower Group as the Advancing Loan Party. (b) The definition of "Cash Management Protocol" contained in Section 1.01 of the DIP Credit Agreement is amended to read in its entirety as follows: "Cash Management Protocol" shall mean the Cash Management Protocol attached to this Agreement, as amended from time to time after notice and a hearing to the extent required by the Final Order. (c) The definition of "Intercompany Advances" contained in Section 1.01 of the DIP Credit Agreement is amended to read in its entirety as follows: "Intercompany Advances" shall mean any loans or advances from one Loan Party to another Loan Party, and shall include Specified Inter-Group Reimbursement Obligations and any Intercompany Advance deemed created pursuant to the last sentence of the definition of "Specified Inter-Group Reimbursement Obligations". SECTION 3. Amendment to Requirement for Separate Surety Letters of Credit. Section 2.04(d) of the DIP Credit Agreement is amended by adding the following sentences at the end thereof: "; provided that, nothing in this sentence shall be construed to prohibit any Borrower from obtaining any Surety Letter of Credit to support any Hanover Bond, subject to the conditions herein set forth (including, without limitation, the 3 provisions of Sections 2.04(a)(v) and 2.04(b)(v), Section 2.28 and Article 4). Notwithstanding the proviso in the preceding sentence, the account party for any Surety Letter of Credit issued to support a Hanover Bond shall only be the Borrower for whose account such Hanover Bond has been issued (but without hereby limiting the provisions of Section 2.30), and no Borrower or other Loan Party in any Borrower Group other than the Borrower Group of which such account party is a member and the Joint and Several Borrower Group shall be liable for Reimbursement Obligations under such Surety Letter of Credit." SECTION 4. Amendment to Absolute Nature of Letter of Credit Obligations. Section 2.06 is amended by inserting the following clause as subsection (v) and renumbering the remainder of 2.06 so that the current subsection (v) becomes subsection (vi) and the current subsection (vi) becomes subsection (vii): "(v) the existence of any dispute under the Hanover Surety Agreement, including without limitation any dispute as to which Hanover was entitled to draw under any Surety Letter of Credit;" SECTION 5. Provisions Related to Specified Inter-Group Reimbursement Obligations; Amended Definition of "Permitted Inter-Group Debt" and "Permitted Inter-Group Advance". (a) Each Loan Party agrees that each Specified Inter-Group Reimbursement Obligation shall have the benefit of the Liens and Guarantees described in clause (v) of the proviso contained in Section 6.10(b) of the DIP Credit Agreement. Such Liens and Guarantees shall be provided by (i) the Receiving Loan Party, which shall constitute the "Ultimate Intercompany Borrower" for purposes of such clause (v), (ii) each other Loan Party that is a member of the same Borrower Group as such Loan Party and (iii) each Loan Party that belongs to the Joint and Several Borrower Group. In addition, clause (v) of the proviso contained in Section 6.10(b) of the DIP Credit Agreement is amended by adding the phrase "each Loan Party that belongs to the Joint and Several Borrower Group, and" immediately prior to the phrase "each other Loan Party" in clause (ii) thereof. (b) Clause (w) of the proviso contained in Section 6.10(b) of the DIP Credit Agreement is amended by adding the following proviso at the end thereof: "; provided that the restrictions set forth in this clause (w) shall not apply to any Permitted Inter-Group Debt described in clause (ii) of the definition thereof or to any Permitted Inter-Group Advance described in clause (ii) of the definition thereof;". (c) The definition of "Permitted Inter-Group Debt" contained in Section 6.10(b) of the DIP Credit Agreement is amended to read in its entirety as follows: 4 "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. (d) The definition of "Permitted Inter-Group Advance" contained in Section 6.10(b) of the DIP Credit Agreement is amended to read in its entirety as follows: "Permitted Inter-Group Advance" means (i) any intercompany loan or advance permitted to be made by any Loan Party pursuant to clauses (iii) or (iv) above and (ii) any intercompany loan or advance constituting a Specified Inter-Group Reimbursement Obligation. SECTION 6. Waivers with respect to the Hanover Transaction. Each DIP Lender hereby agrees to waive any Default or Event of Default arising under Section 7.01(l) of the DIP Credit Agreement, solely to the extent that such Default or Event of Default arises as a result of any Loan Party making any Pre-Petition Payment, so long as (i) any such Pre-Petition Payment shall be made with respect to any Hanover Bond (as defined in the DIP Credit Agreement as amended hereby) or any outstanding and undisputed fees relating to obligations arising under franchise and similar agreements or pole agreements, pole rental and other similar agreements relating to cable and other property affixed to transmission poles, and (ii) the Bankruptcy Court shall have approved any such Pre-Petition Payment pursuant to an order authorizing the transactions contemplated by the Hanover Surety Credit Agreement and the Liens and Guarantees described in Section 5(a) of this Amendment and Waiver. SECTION 7. Reimbursement Obligations Under Surety Letters of Credit. Notwithstanding paragraph 2 of the Cash Management Protocol, to the extent that a Borrower has a Reimbursement Obligation to a Fronting Bank as a result of a draw under a Surety Letter of Credit issued for the account of such Borrower (an "Obligated Borrower"), such Obligated Borrower may borrow under the DIP Credit Agreement on a non-pro rata basis for the purpose of obtaining funds to pay such reimbursement obligation, subject to meeting the conditions to borrowing set forth in the DIP Credit Agreement. No other Borrower or Loan Party shall be obligated to or shall reimburse such Fronting Bank for such draw other than a Loan Party in such Obligated Borrower's Borrower Group or in the Joint and Several Borrower Group (it being understood that nothing in this sentence shall be construed to prohibit or limit the making by any Loan Party of any Permitted Inter-Group Advance). 5 SECTION 8. Amendment of Concentration Account Provision. Section 5.12 of the DIP Credit Agreement is amended by inserting the following sentence at the end thereof: "The Parent shall cause the Franchise and Pole Fees Account (as such term is defined in Section 7(d)(i) of the Hanover Surety Credit Agreement) to be maintained at all times with the Administrative Agent." SECTION 9. Waiver of Requirement to Cause Century ML Become a Party to the Loan Documents. Each DIP Lender hereby agrees to waive (a) the requirements, arising under Section 5.13 of the DIP Credit Agreement, for the Parent (i) to cause Century ML to become a party to each of the DIP Credit Agreement and the Amended and Restated Security and Pledge Agreement and (ii) to cause the Final Order to be applicable to Century ML, and (b) any Default or Event of Default arising under Section 7.01(d) of the DIP Credit Agreement, solely as a result of the non-compliance by the Parent with the requirements of Section 5.13 of the DIP Credit Agreement described in this Section. SECTION 10. GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE OTHER LOAN DOCUMENTS 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 11. Counterparts; Effectiveness. This Amendment and Waiver 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 Amendment and Waiver shall become effective as of the date hereof when the Administrative Agent shall have received (i) duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), and (ii) a certified copy of the order of the Bankruptcy Court referred to in clause (ii) of Section 5 of this Amendment and Waiver in form and substance reasonably satisfactory to the Administrative Agent (it being understood that such order will approve or effect an amendment to the Cash Management Protocol giving effect to the matters effected by this Amendment and Waiver, such amendment to be in form and substance reasonably satisfactory to the Required DIP Lenders). The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Amendment and Waiver, and such notice shall be conclusive and binding on all parties hereto. 6 IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed by their respective authorized officers as of the day and year first above written. JPMORGAN CHASE BANK By: /s/ Norma C. Corio --------------------------------- Title: Managing Director CITICORP USA, INC. By: /s/ Claudia Slacik --------------------------------- Title: Managing Director WACHOVIA BANK, N.A. By: /s/ Helen F. Wessling --------------------------------- Title: Director THE BANK OF NOVA SCOTIA By: --------------------------------- Name: Title: FLEET NATIONAL BANK By: /s/ Sanghamitra Dutt --------------------------------- Title: Authorized Officer BANK OF AMERICA, N.A. By: /s/ William E. Livingstone, IV --------------------------------- Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Eric M. Herr --------------------------------- Title: Senior Vice President, Team Leader THE TRAVELERS INSURANCE COMPANY By: --------------------------------- Name: Title: BANK OF MONTREAL By: /s/ Bin Laurence --------------------------------- Title: Director CALPERS By: --------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK By: --------------------------------- Name: Title: THE FOOTHILL GROUP, INC. By: --------------------------------- Name: Title: MORGAN STANLEY SENIOR FUNDING, INC. By: /s/ James Morgan --------------------------------- Title: Vice President SUMITOMO MITSUI BANKING CORPORATION By: /s/ William M. Ginn --------------------------------- Title: General Manager BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ John W. Sweeney --------------------------------- Title: Director By: /s/ Salvatore Esposito --------------------------------- Title: Director EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: --------------------------------- Name: Title: EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor By: --------------------------------- Name: Title: EATON VANCE CDO IV, LTD. By: Eaton Vance Management as Investment Advisor By: --------------------------------- Name: Title: COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management as Investment Advisor By: --------------------------------- Name: Title: SPCP GROUP LLC By: --------------------------------- Name: Title: SUNAMERICA SENIOR FLOATING RATE FUND INC. By: Stanfield Capital Partners LLC as its subadvisor By: /s/ Gregory L. Smith --------------------------------- Title: Partner DEUTSCHE BANK TRUST COMPANY AMERICAS By: --------------------------------- Name: Title: AURUM CLO 2002-1 LTD. By: Stein Roe & Farnham Incorporated, as Investment Manager By: --------------------------------- Name: Title: AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Attorney in Fact By: --------------------------------- Name: Title: CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: --------------------------------- Name: Title: DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Adviser By: --------------------------------- Name: Title: TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: --------------------------------- Name: Title: SRF 2000 LLC By: /s/ Ann E. Morris --------------------------------- Title: Assistant Vice President SRF TRADING, INC. By: /s/ Ann E. Morris --------------------------------- Title: Assistant Vice President CARLYLE HIGH YIELD PARTNERS IV, LTD. By: --------------------------------- Name: Title: FLAGSHIP CLO II By: --------------------------------- Name: Title: AIG SUNAMERICA LIFE ASSURANCE COMPANY (dba ANCHOR NATIONAL LIFE INSURANCE COMPANY) By: --------------------------------- Name: Title: FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND (161) By: --------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: --------------------------------- Name: Title: REGIMENT CAPITAL, LTD By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: --------------------------------- Name: Title: PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: --------------------------------- Name: Title: LIBERTYVIEW FUNDS, L.P. By: --------------------------------- Name: Title: LONG LANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: --------------------------------- Name: Title: AIMCO CLO, SERIES 2001-A By: --------------------------------- Name: Title: ALLSTATE LIFE INSURANCE COMPANY By: --------------------------------- Name: Title: PROTECTIVE LIFE INSURANCE COMPANY By: /s/ Richard J. Bielen --------------------------------- Title: Senior Vice President, CIO and Treasurer WACHOVIA BANK, NATIONAL ASSOCIATION By: --------------------------------- Name: Title: GLENEAGLES TRADING LLC By: /s/ Ann E. Morris --------------------------------- Title: Assistant Vice President HIGHLAND LOAN FUNDING V LTD. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Louis Koven --------------------------------- Title: Executive Vice President - CFO CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: Highland Capital Management, L.P. as Authorized Representatives of the Board By: /s/ Louis Koven --------------------------------- Title: Executive Vice President - CFO ING PRIME RATE TRUST By: ING Investments, LLC as its investment manager By: --------------------------------- Name: Title: ING SENIOR INCOME FUND By: ING Investments, LLC as its investment manager By: --------------------------------- Name: Title: INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: --------------------------------- Name: Title: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc., as Investment Adviser By: --------------------------------- Name: Title: MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc., under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager By: --------------------------------- Name: Title: BLACK DIAMOND INTERNATIONAL FUNDING, LTD. By: --------------------------------- Name: Title: BRYN MAWR CLO, LTD. By: Deerfield Capital Management LLC as its Collateral Manager By: --------------------------------- Name: Title: GULF STREAM CDO 2002-I By: Gulf Stream Asset Management, LLC as Collateral Manager By: --------------------------------- Name: Title: STANWICH LOAN FUNDING LLC By: /s/ Ann E. Morris --------------------------------- Title: Assistant Vice President RIVIERA FUNDING LLC By: /s/ Ann E. Morris --------------------------------- Title: Assistant Vice President ATRIUM CDO By: --------------------------------- Name: Title: CSAM FUNDING II By: --------------------------------- Name: Title: TORONTO DOMINION (TEXAS), INC. By: /s/ Jill Hall --------------------------------- Title: Vice President NOMURA BOND & LOAN FUND By: UFJ Trust Company of New York as Trustee By: Nomura Corporate Research and Asset Management, Inc., Attorney in Fact By: --------------------------------- Name: Title: CLYDESDALE CLO 2001-1, LTD. By: Nomura Corporate Research and Asset Management, Inc., as Collateral Manager By: --------------------------------- Name: Title: IMPERIAL CREDIT ASSET MANAGEMNT By: --------------------------------- Name: Title: CITIBANK, N.A. By: --------------------------------- Name: Title: ACC CABLE COMMUNICATIONS FL-VA, LLC By: ACC Cable Holdings VA, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC CABLE HOLDINGS VA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC HOLDINGS II, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC INVESTMENT HOLDINGS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC OPERATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC TELECOMMUNICATIONS HOLDINGS LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC TELECOMMUNICATIONS LLC By: ACC Telecommunications Holdings LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC TELECOMMUNICATIONS OF VIRGINIA LLC By: ACC Telecommunications Holdings LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC-AMN HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA ACQUISITION SUBSIDIARY, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA ARIZONA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA BLAIRSVILLE, LLC By: Century Communications Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION ASSOCIATES, L.P. By: Chelsea Communications, Inc., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF BOCA RATON, LLC By: Adelphia Cablevision Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF FONTANA, LLC By: Clear Cablevision, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC By: Clear Cablevision, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF NEW YORK, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC By: Mickelson Media, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SAN BERNARDINO, LLC By: Clear Cablevision, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SANTA ANA, LLC By: UCA LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SEAL BEACH, LLC By: Manchester Cablevision, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SIMI VALLEY, LLC By: UCA LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC By: Century New Mexico Cable Television Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC By: Sentinel Communications of Muncie, Indiana, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC By: Huntington CATV, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CALIFORNIA CABLEVISION, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CLEVELAND, LLC By: Adelphia of the Midwest, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC By: Adelphia Cablevision Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC By: Adelphia Cablevision Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS OF CALIFORNIA III, 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, L.L.C., its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS INTERNATIONAL, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMPANY OF WESTERN CONNECTICUT By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA GENERAL HOLDINGS III, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA GS CABLE, 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA GP HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA HARBOR CENTER HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA HOLDINGS 2001, LLC By: Olympus Subsidiary, LLC, its sole member By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA INTERNATIONAL II, LLC By: ACC Operations, Inc., its member By: Adelphia Communications International, Inc., its member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA INTERNATIONAL III, LLC By: ACC Operations, Inc., its member By: Adelphia Communications International, Inc., its member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA OF THE MIDWEST, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA MOBILE PHONES, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA PRESTIGE CABLEVISION, LLC By: Century Cable Holdings, LLC, its sole member By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA TELECOMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA WELLSVILLE, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA WESTERN NEW YORK HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ARAHOVA COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BADGER HOLDING CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BETTER TV, INC. OF BENNINGTON By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BLACKSBURG/SALEM CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BRAZAS COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BUENAVISION TELECOMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CABLE SENTRY CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CALIFORNIA AD SALES, 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CCC-III, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CCC-INDIANA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CCH INDIANA, L.P. By: CCC-Indiana, Inc., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CDA CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ADVERTISING, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ALABAMA CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ALABAMA HOLDING CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY AUSTRALIA COMMUNICATIONS CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY BERKSHIRE CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE HOLDINGS, LLC By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE HOLDING CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE MANAGEMENT CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE OF SOUTHERN CALIFORNIA By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLEVISION HOLDINGS, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CAROLINA CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY COLORADO SPRINGS CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY COLORADO SPRINGS PARTNERSHIP By: Paragon Cable Television Inc., a general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY COMMUNICATIONS CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CULLMAN CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ENTERPRISE CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY EXCHANGE, LLC By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY FEDERAL, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY GRANITE CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY HUNTINGTON COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY INDIANA CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ISLAND ASSOCIATES, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ISLAND CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY INVESTMENT HOLDING CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY INVESTORS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY KANSAS CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY LYKENS CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY MENDOCINO CABLE TELEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY MISSISSIPPI CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY MOUNTAIN CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY NEW MEXICO CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY NORWICH CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY OHIO CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY OREGON CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY PACIFIC CABLE TV, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY PROGRAMMING, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY REALTY CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY SHASTA CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P. By: Century Exchange LLC, its general partner By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY-TCI HOLDINGS, LLC By: Century-TCI California Communications, L.P., its sole member By: Century Exchange LLC, its general partner By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY TRINIDAD CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY VIRGINIA CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY VOICE AND DATA COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY WARRICK CABLE CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY WASHINGTON CABLE TELEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY WYOMING CABLE TELEVISION CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CHELSEA COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CHESTNUT STREET SERVICES, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CLEAR CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CORAL SECURITY, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary COWLITZ CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary E. & E. CABLE SERVICE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC By: Eastern Virginia Cablevision, L.P., its sole member By: TMC Holdings Corporation, its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary EASTERN VIRGINIA CABLEVISION, L.P. By: TMC Holdings Corporation, its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FAE CABLE MANAGEMENT CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FOP INDIANA, L.P. By: FrontierVision Cable New England, Inc., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION CABLE NEW ENGLAND, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION CAPITAL CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION HOLDINGS CAPITAL CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION HOLDINGS CAPITAL II CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION PARTNERS, L.P. By: Adelphia GP Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FT. MYERS ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary GLOBAL CABLEVISION II, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary THE GOLF CLUB AT WENDING CREEK FARMS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary GRAFTON CABLE COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary HARRON CABLEVISION OF NEW HAMPSHIRE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary HUNTINGTON CATV, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary IMPERIAL VALLEY CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary KALAMAZOO COUNTY CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary KEY BISCAYNE CABLEVISION By: Adelphia Cable Partners, L.P., 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary KOOTENAI CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary LAKE CHAMPLAIN CABLE TELEVISION CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary LEADERSHIP ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary LOUISA CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MANCHESTER CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MARTHA'S VINEYARD CABLEVISION, L.P. By: Century Cable Holdings, LLC, its general partner By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MERCURY COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MICKELSON MEDIA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MICKELSON MEDIA OF FLORIDA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MONUMENT COLORADO CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MOUNTAIN CABLE COMMUNICATIONS CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MOUNTAIN CABLE COMPANY, L.P. By: Pericles Communications Corporation, its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MONTGOMERY CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MT. LEBANON CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MULTI-CHANNEL T.V. CABLE COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary NATIONAL CABLE ACQUISITION ASSOCIATES, L.P. By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS CAPITAL CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C. By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS COMMUNICATIONS, L.P. By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS SUBSIDIARY, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OWENSBORO-BRUNSWICK, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OWENSBORO INDIANA, L.P. By: Century Granite Cable Television Corp., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OWENSBORO ON THE AIR, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PAGE TIME, INC By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARAGON CABLE TELEVISION INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARAGON CABLEVISION CONSTRUCTION CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARAGON CABLEVISION MANAGEMENT CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARNASSOS COMMUNICATIONS, L.P. By: Adelphia Western New York Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PERICLES COMMUNICATIONS CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PULLMAN TV CABLE CO., INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary RENTAVISION OF BRUNSWICK, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary RICHMOND CABLE TELEVISION CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary RIGPAL COMMUNICATIONS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ROBINSON/PLUM CABLEVISION, L.P. By: Olympus Subsidiary, LLC, its general partner By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SABRES, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SCRANTON CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SOUTHEAST FLORIDA CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SOUTHWEST COLORADO CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SOUTHWEST VIRGINIA CABLE, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary S/T CABLE CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary STAR CABLE INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SVHH CABLE ACQUISITION, L.P. By: SVHH Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SVHH HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TELESTAT ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary THE MAIN INTERNETWORKS, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary THE WESTOVER T.V. CABLE CO., INCORPORATED By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TMC HOLDINGS CORPORATION By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TMC HOLDINGS, LLC By: TMC Holdings Corporation, its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TRI-STATES, L.L.C. By: Century Cable Holdings, LLC, its sole member By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary UCA LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary U.S. TELE-MEDIA INVESTMENT COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary UPPER ST. CLAIR CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary VALLEY VIDEO, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary VAN BUREN COUNTY CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WARRICK CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WARRICK INDIANA, L.P. By: CCC-III, Inc., its general partner By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WELLSVILLE CABLEVISION, L.L.C. By: Century Cable Holdings, LLC, its sole member By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WESTERN NY CABLEVISION, L.P. By: Adelphia Western New York Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WESTVIEW SECURITY, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WILDERNESS CABLE COMPANY By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary YOUNG'S CABLE TV CORP. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary YUMA CABLEVISION, INC. By: /s/ Randall D. Fisher -------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary EX-10.02 6 a0213031.txt AMENDMENT NO. 2 TO GUARANTY AGREEMENT Exhibit 10.02 ------------- AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AMENDMENT dated as of October 23, 2002 under the Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002 (the "DIP Credit Agreement"), 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, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP USA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, FLEET NATIONAL BANK, 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 the parties hereto desire to postpone the delivery deadlines for certain reporting requirements; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the DIP Credit Agreement (as amended hereby). 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 DIP Credit Agreement shall, after the date of effectiveness of this Amendment, refer to the DIP Credit Agreement as amended hereby. SECTION 2. New And Deleted Definitions. (a) The following definitions are inserted in alphabetical order in Section 1.01 of the DIP Credit Agreement: "165th Day" shall mean December 18, 2002. "135th Day" shall mean November 11, 2002. (b) The definition of "Monthly Usage Limit" contained in Section 1.01 of the DIP Credit Agreement is amended to read in its entirety as follows: "Monthly Usage Limit" shall mean, with respect to any Borrower, for any calendar month ending on or after the 165th Day, the percentage with respect to such Borrower set forth in the Covenant Addendum of the maximum projected principal amount of Borrowings and face amount of Letters of Credit to be used by such Borrower as set forth in such Borrower's Monthly Budget for such calendar month. (c) The definition of "120th Day" is deleted in its entirety. SECTION 3. Amended Timing For Certain Reporting Requirements. (a) Section 5.01(a)(x) of the DIP Credit Agreement is amended by replacing the phrase "120th Day" in the second line thereof with the phrase "135th Day". (b) Section 5.01(b) of the DIP Credit Agreement is amended by replacing the phrase "120th Day" in the second line thereof with the phrase "135th Day". (c) Section 5.01(l)(i) of the DIP Credit Agreement is amended by replacing the phrase "120th Day" in the first line thereof with the phrase "135th Day". (d) Section 5.01(m) of the DIP Credit Agreement is amended by replacing the phrase "120th Day" in the second line and the fourth line thereof with, in each case, the phrase "135th Day". SECTION 4. Postponement of Covenant Addendum Date Default. Section 7.01(s) of the DIP Credit Agreement is amended to read its entirety as follows: "(s) the Covenant Addendum Date shall not have occurred on or prior to the 165th Day; or" SECTION 5. Incremental Availability Date Not To Occur Prior To 165th Day. The first sentence of Section 4.04 of the DIP Credit Agreement is amended to read in its entirety as follows: "The Incremental Availability Date shall occur on the first date (on or after the 165th Day) on which each of the following conditions shall have been satisfied:" SECTION 6. GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS 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. 2 SECTION 7. Counterparts; Effectiveness. This Amendment 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. All the sections of this Amendment except Sections 3(c) and 3(d) shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders. Sections 3(c) and 3(d) shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Co-Lead Arrangers. In the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding on all parties hereto. 3 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 above written. JPMORGAN CHASE BANK By: /s/ William A. Austin ---------------------------------- Title: Vice President CITICORP USA, INC. By: /s/ Michael M. Schadt ---------------------------------- Title: Vice President WACHOVIA BANK, N.A. By: /s/ Helen F. Wessling ---------------------------------- Title: Director THE BANK OF NOVA SCOTIA By: /s/ Christopher Usas ---------------------------------- Title: FLEET NATIONAL BANK By: /s/ Sanghamitra Dutt ---------------------------------- Title: Authorized Officer BANK OF AMERICA, N.A. By: /s/ William E. Livingstone, IV ---------------------------------- Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Eric M. Herr ---------------------------------- Title: Senior Vice President THE TRAVELERS INSURANCE COMPANY By:__________________________________ Name: Title: BANK OF MONTREAL By: /s/ Geoffrey R. McConnell ---------------------------------- Title: Director CALPERS By:__________________________________ Name: Title: CREDIT LYONNAIS NEW YORK By: /s/ Bruce M. Yeager ---------------------------------- Title: Senior Vice President THE FOOTHILL GROUP, INC. By: /s/ Sean T. Dixon ---------------------------------- Title: Vice President MORGAN STANLEY SENIOR FUNDING, INC. By:__________________________________ Name: Title: SUMITOMO MITSUI BANKING CORPORATION By: /s/ William M. Ginn ---------------------------------- Title: General Manager BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ Richard Garcia ---------------------------------- Title: Managing Director By: /s/ John W. Sweeney ---------------------------------- Title: Director EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: __________________________________ Name: Title: EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor By: __________________________________ Name: Title: EATON VANCE CDO IV, LTD. By: Eaton Vance Management as Investment Advisor By: __________________________________ Name: Title: COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management as Investment Advisor By: __________________________________ Name: Title: SPCP GROUP LLC By: __________________________________ Name: Title: SUNAMERICA SENIOR FLOATING RATE FUND INC. By: Stanfield Capital Partners LLC as its subadvisor By: /s/ Gregory L. Smith ---------------------------------- Title: Partner DEUTSCHE BANK TRUST COMPANY AMERICAS By: __________________________________ Name: Title: AURM CLO 2002-1 LTD. By: Stein Roe & Farnham Incorporated, as Investment Manager By: /s/ Kathleen A. Zarn ---------------------------------- Title: Senior Vice President AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Attorney in Fact By: __________________________________ Name: Title: CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: __________________________________ Name: Title: DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Adviser By: __________________________________ Name: Title: TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager By: __________________________________ Name: Title: By: __________________________________ Name: Title: C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: __________________________________ Name: Title: SRF 2000 LLC By: /s/ Ann E. Morris ---------------------------------- Title: Assistant Vice President SRF TRADING, INC. By: /s/ Ann E. Morris ---------------------------------- Title: Assistant Vice President CARLYLE HIGH YIELD PARTNERS IV, LTD. By: __________________________________ Name: Title: FLAGSHIP CLO II By: __________________________________ Name: Title: AIG SUNAMERICA LIFE ASSURANCE COMPANY (dba ANCHOR NATIONAL LIFE INSURANCE COMPANY) By: __________________________________ Name: Title: FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND (161) By: __________________________________ Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: __________________________________ Name: Title: REGIMENT CAPITAL, LTD By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority By: __________________________________ Name: Title: PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority By: __________________________________ Name: Title: LIBERTYVIEW FUNDS, L.P. By: __________________________________ Name: Title: LONG LANDE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: __________________________________ Name: Title: AIMCO CLO, SERIES 2001-A By: __________________________________ Name: Title: ALLSTATE LIFE INSURANCE COMPANY By: __________________________________ Name: Title: PROTECTIVE LIFE INSURANCE COMPANY By: /s/ Diane S. Griswold ---------------------------------- Title: Assistant Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: __________________________________ Name: Title: GLENEAGLES TRADING LLC By: /s/ Ann E. Morris ---------------------------------- Title: Assistant Vice President HIGHLAND LOAN FUNDING V LTD By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Louis Koven ---------------------------------- Title: Executive Vice President, CFO CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: Highland Capital Management, L.P. as Authorized Representatives of the Board By: /s/ Louis Koven ---------------------------------- Title: Executive Vice President, CFO ING PRIME RATE TRUST By: ING Investments, LLC as its investment manager By: __________________________________ Name: Title: ING SENIOR INCOME FUND By: ING Investments, LLC as its investment manager By: __________________________________ Name: Title: INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: /s/ Jack C. Henry ---------------------------------- Title: Principal MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc., as Investment Adviser By: __________________________________ Name: Title: MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc., under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager By: __________________________________ Name: Title: BLACK DIAMOND INTERNATIONAL FUNDING, LTD. By: __________________________________ Name: Title: BRYN MAWR CLO, LTD. By: Deerfield Capital Management LLC as its Collateral Manager __________________________________ Name: Title: GULF STREAM CDO 2002-I By: Gulf Stream Asset Management, LLC as Collateral Manager __________________________________---- Name: Title: STANWICH LOAN FUNDING LLC By: /s/ Ann E. Morris ---------------------------------- Title: Assistant Vice President RIVIERA FUNDING LLC By: /s/ Ann E. Morris ---------------------------------- Title: Assistant Vice President ATRIUM CDO By: __________________________________ Name: Title: CSAM FUNDING II By: __________________________________ Name: Title: TORONTO DOMINION (TEXAS), INC. By: __________________________________ Name: Title: NOMURA BOND & LOAN FUND By: UFJ Trust Company of New York as Trustee By: Nomura Corporate Research and Asset Management, Inc., Attorney in Fact By: __________________________________ Name: Title: CLYDESDALE CLO 2001-1, LTD By: Nomura Corporate Research and Asset Management, Inc., as Collateral Manager By: __________________________________ Name: Title: IMPERIAL CREDIT ASSET MANAGEMENT By: __________________________________ Name: Title: CITIBANK, N.A. By: __________________________________ Name: Title: 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 TELECOMUNICATIONS 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 CABLEISION 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 Opertaions, 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 Opertaions, 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, LLLC 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 ADELPHIA 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 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 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/ Randall D. Fisher ---------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary EX-10.03 7 a0213032.txt AMENDMENT NO. 3 TO GUARANTY AGREEMENT Exhibit 10.03 ------------- AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AMENDMENT dated as of December 16, 2002 under the 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 Amendment, the "DIP Credit Agreement"), 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, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP USA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, FLEET NATIONAL BANK, 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 the parties hereto desire to postpone the delivery deadline for the Long-Term Budget and the required Covenant Addendum Date; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the DIP Credit Agreement (as amended hereby). 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 DIP Credit Agreement shall, after the date of effectiveness of this Amendment, refer to the DIP Credit Agreement as amended hereby. SECTION 2. New And Deleted Definitions. (a) The following definition is inserted in alphabetical order in Section 1.01 of the DIP Credit Agreement: "244th Day" shall mean February 28, 2003. (b) The definition of "Monthly Usage Limit" contained in Section 1.01 of the DIP Credit Agreement is amended by replacing the words "165th Day" in the second line thereof with the words "244th Day". (c) The definition of "Capital Expenditures" contained in Section 1.01 of the DIP Credit Agreement is amended to read in its entirety as follows: "Capital Expenditures", with respect to each Borrower Group, for any period (i) prior to the Covenant Addendum Date, shall mean the additions to property, plant and equipment and other capital expenditures of such Borrower Group that are (or would be) set forth in its consolidated statement of cash flows for such period prepared in accordance with GAAP consistent with such Borrower Group's historical application of GAAP, and (ii) on and after the Covenant Addendum Date, shall have the meaning set forth in the Covenant Addendum. (d) The definition of "165th Day" is deleted in its entirety. SECTION 3. Incremental Availability Date Not To Occur Prior To 244th Day. The first sentence of Section 4.04 of the DIP Credit Agreement is amended to read in its entirety as follows: "The Incremental Availability Date shall occur on the first date (on or after the 244th Day) on which each of the following conditions shall have been satisfied:" SECTION 4. Amended Timing For Delivery Of Long-Term Budget. Section 5.01(l)(i) of the DIP Credit Agreement is amended by replacing the words "135th Day" in the first line thereof with the words "February 14, 2003". SECTION 5. Amendment Of Capital Expenditures Covenant. Section 6.04 is amended to read in its entirety as follows: "The aggregate amount of Capital Expenditures for all the Borrower Groups for the period commencing on December 1, 2002 and ending on February 28, 2003 will not exceed $330,000,000. Each Borrower will not permit Capital Expenditures for its Borrower Group for any month ended on or after the Covenant Addendum Date to exceed the amount set forth for such month in the Covenant Addendum." SECTION 6. Postponement Of Covenant Addendum Date Default. Section 7.01(s) of the DIP Credit Agreement is amended to read its entirety as follows: "(s) the Covenant Addendum Date shall not have occurred on or prior to the 244th Day; or" Section 7. GOVERNING LAW. THIS AMENDMENT 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 8. Counterparts; Effectiveness. This Amendment 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 Amendment shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders. In the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding on all parties hereto. 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 above written. JPMORGAN CHASE BANK By: /s/ Norma C. Corio ------------------------------ Title: Managing Director CITICORP USA, INC. By: ------------------------------ Name: Title: WACHOVIA BANK, N.A. By: /s/ Helen F. Wessling ------------------------------ Title: Director THE BANK OF NOVA SCOTIA By: /s/ Christopher Usas ------------------------------ Title: Director FLEET NATIONAL BANK By: ------------------------------ Name: Title: BANK OF AMERICA, N.A. By: /s/ William E. Livingstone, IV ------------------------------ Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Christopher Cox ------------------------------ Title: Duly Authorized Signatory THE TRAVELERS INSURANCE COMPANY By: /s/ William M. Gardner ------------------------------ Title: Investment Officer BANK OF MONTREAL By: ------------------------------ Name: Title: CALPERS By: ------------------------------ Name: Title: CREDIT LYONNAIS NEW YORK By: /s/ Douglas E. Roper ------------------------------ Title: First Vice President THE FOOTHILL GROUP, INC. By: ------------------------------ Name: Title: MORGAN STANLEY SENIOR FUNDING, INC. By: ------------------------------ Name: Title: SUMITOMO MITSUI BANKING CORPORATION By: /s/ William M. Ginn ------------------------------ Title: General Manager BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ John W. Sweeney ------------------------------ Title: Director By: /s/ Michael D. Novellino ------------------------------ Title: Associate Director EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: ------------------------------ Name: Title: EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor By: ------------------------------ Name: Title: EATON VANCE CDO IV, LTD. By: Eaton Vance Management as Investment Advisor By: ------------------------------ Name: Title: COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management as Investment Advisor By: ------------------------------ Name: Title: SPCP GROUP LLC By: ------------------------------ Name: Title: SUNAMERICA SENIOR FLOATING RATE FUND INC. By: Stanfield Capital Partners LLC as its subadvisor By: ------------------------------ Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS By: ------------------------------ Name: Title: AURM CLO 2002-1 LTD. By: Stein Roe & Farnham Incorporated, as Investment Manager By: /s/ Kathleen A. Zarn ------------------------------ Title: Senior Vice President AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Attorney in Fact By: ------------------------------ Name: Title: CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: ------------------------------ Name: Title: DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Adviser By: ------------------------------ Name: Title: TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager By: ------------------------------ Name: Title: By: ------------------------------ Name: Title: C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: ------------------------------ Name: Title: SRF 2000 LLC By: /s/ Ann E. Morris ------------------------------ Title: Assistant Vice President SRF TRADING, INC. By: /s/ Ann E. Morris ------------------------------ Title: Assistant Vice President CARLYLE HIGH YIELD PARTNERS IV, LTD. By: ------------------------------ Name: Title: FLAGSHIP CLO II By: ------------------------------ Name: Title: AIG SUNAMERICA LIFE ASSURANCE COMPANY (dba ANCHOR NATIONAL LIFE INSURANCE COMPANY) By: /s/ Steven S. Oh ------------------------------ Title: Authorized Agent FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND (161) By: ------------------------------ Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: ------------------------------ Name: Title: REGIMENT CAPITAL, LTD By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority By: ------------------------------ Name: Title: PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority By: ------------------------------ Name: Title: LIBERTYVIEW FUNDS, L.P. By: ------------------------------ Name: Title: LONG LANDE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: ------------------------------ Name: Title: AIMCO CLO, SERIES 2001-A By: ------------------------------ Name: Title: ALLSTATE LIFE INSURANCE COMPANY By: ------------------------------ Name: Title: PROTECTIVE LIFE INSURANCE COMPANY By: /s/ Diane S. Griswold ------------------------------ Title: Assistant Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: ------------------------------ Name: Title: GLENEAGLES TRADING LLC By: /s/ Ann E. Morris ------------------------------ Title: Assistant Vice President HIGHLAND LOAN FUNDING V LTD By: Highland Capital Management, L.P. as Collateral Manager By: ------------------------------ Name: Title: CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: Highland Capital Management, L.P. as Authorized Representatives of the Board By: ------------------------------ Name: Title: ING PRIME RATE TRUST By: ING Investments, LLC as its investment manager By: /s/ Jeffrey A. Bakalar ------------------------------ Title: Senior Vice President ING SENIOR INCOME FUND By: ING Investments, LLC as its investment manager By: /s/ Jeffrey A. Bakalar ------------------------------ Title: Senior Vice President INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: ------------------------------ Name: Title: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc., as Investment Adviser By: ------------------------------ Name: Title: MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc., under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager By: ------------------------------ Name: Title: BLACK DIAMOND INTERNATIONAL FUNDING, LTD. By: ------------------------------ Name: Title: BRYN MAWR CLO, LTD. By: Deerfield Capital Management LLC as its Collateral Manager By: ------------------------------ Name: Title: GULF STREAM CDO 2002-I By: Gulf Stream Asset Management, LLC as Collateral Manager By: ------------------------------ Name: Title: STANWICH LOAN FUNDING LLC By: /s/ Ann E. Morris ------------------------------ Title: Assistant Vice President RIVIERA FUNDING LLC By: /s/ Ann E. Morris ------------------------------ Title: Assistant Vice President ATRIUM CDO By: ------------------------------ Name: Title: CSAM FUNDING II By: ------------------------------ Name: Title: TORONTO DOMINION (TEXAS), INC. By: ------------------------------ Name: Title: NOMURA BOND & LOAN FUND By: UFJ Trust Company of New York as Trustee By: Nomura Corporate Research and Asset Management, Inc., Attorney in Fact By: ------------------------------ Name: Title: CLYDESDALE CLO 2001-1, LTD By: Nomura Corporate Research and Asset Management, Inc., as Collateral Manager By: ------------------------------ Name: Title: IMPERIAL CREDIT ASSET MANAGEMENT By: ------------------------------ Name: Title: CITIBANK, N.A. By: ------------------------------ Name: Title: 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 TELECOMUNICATIONS 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 By: Clear Cablevision, Inc., its sole member 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 CABLEISION 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 Opertaions, 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 Opertaions, 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, LLLC 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 ADELPHIA 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 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 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/ Randall D. Fisher ------------------------------ Name: Randall D. Fisher Title: Vice President and Secretary EX-10.04 8 a0218032.txt AMENDMENT NO. 4 TO GUARANTY AGREEMENT Exhibit 10.04 ------------- AMENDMENT NO. 4 AND WAIVER NO. 6 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 4 and WAIVER NO. 6 dated as of February 13, 2003 under the 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 Amendment and Waiver, the "DIP Credit Agreement"), 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, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP USA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, FLEET NATIONAL BANK, 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 the parties hereto desire to, among other things, postpone the delivery deadline for certain reporting requirements; and WHEREAS the parties hereto desire to waive a certain Event of Default arising under the DIP Credit Agreement; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the DIP Credit Agreement (as amended hereby). 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 DIP Credit Agreement shall, after the date of effectiveness of this Amendment and Waiver, refer to the DIP Credit Agreement as amended hereby. SECTION 2. New And Deleted Definitions. (a) The definition of "Monthly Usage Limit" contained in Section 1.01 of the DIP Credit Agreement is amended by replacing the words "244th Day" in the second line thereof with the words "May 15, 2003". (b) The definition of "244th Day" is deleted in its entirety. SECTION 3. Incremental Availability Date Not To Occur Prior To May 15, 2003. The first sentence of Section 4.04 of the DIP Credit Agreement is amended to read in its entirety as follows: "The Incremental Availability Date shall occur on the first date (on or after May 15, 2003) on which each of the following conditions shall have been satisfied:". SECTION 4. Increase In Number Of Permitted Borrowings Of Eurodollar Loans. Section 2.07(a) of the DIP Credit Agreement is amended by replacing the words "ten (10)" in the penultimate line thereof with the words "fifteen (15)". SECTION 5. Amended Timing For Delivery Of Audited Financial Statements. Section 5.01(a)(x) of the DIP Credit Agreement is amended by adding the parenthetical "(or, in the case of the 2002 fiscal year, no later than July 1, 2003)" immediately after the phrase "within 90 days after the end of each fiscal year ended on or after the 135th day". SECTION 6. Amended Delivery of Financial Officer's Certificate. Section 5.01(c)(i)(A) of the DIP Credit Agreement is amended to read in its entirety as follows: "(A) solely if such statements are being delivered on or after the SEC Reporting Date, certifying on behalf of the Borrower the accuracy of such statements in all material respects, and solely if such statements are being delivered prior to the SEC Reporting Date, certifying on behalf of the Borrower the accuracy of such statements in all material respects, except that any such certification may contain a qualification that such statements are subject to adjustments resulting from the pending audit and any matters resulting from or relating to the financial statements to which such audit relates". SECTION 7. Amended Timing For Delivery Of Long-Term Budget. Section 5.01(l)(i) of the DIP Credit Agreement is amended by replacing the words "February 14, 2003" in the first line thereof with the words "April 15, 2003". SECTION 8. Amendment Of Capital Expenditures Covenant. Section 6.04 is amended by adding the following sentence immediately after the first sentence thereof: "The aggregate amount of Capital Expenditures for all the Borrower Groups for the period commencing on March 1, 2003 and ending on May 31, 2003 will not exceed $330,000,000". SECTION 9. Amended Internal Cross-Reference. Section 6.11 of the DIP Credit Agreement is amended by replacing the words "Section 2.12" with the 2 words "Section 2.14" in the last sentence thereof. SECTION 10. Waiver With Respect To Amendment To Final Order. Each of the DIP Lenders party hereto hereby agrees to waive any Default or Event of Default, if any, arising under Section 7.01(i) of the DIP Credit Agreement, solely to the extent such Default or Event of Default, if any, arises as a result of the entry of an order by the Bankruptcy Court amending the Final Order and Cash Management Protocol to provide for an extension of the deadline for the monthly repayment of intercompany advances outstanding on the last day of each calendar month, starting with the repayment for the month of January 2003, to the 19th Business Day (instead of the 15th Business Day) of the immediately succeeding calendar month. SECTION 11. Postponement Of Covenant Addendum Date Default. Section 7.01(s) of the DIP Credit Agreement is amended to read its entirety as follows: "(s) the Covenant Addendum Date shall not have occurred on or prior to May 15, 2003; or". SECTION 12. GOVERNING LAW. THIS AMENDMENT AND WAIVER 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 13. Counterparts; Effectiveness. This Amendment and Waiver 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 Amendment and Waiver shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders (other than Section 7 hereof, which shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Co-Lead Arrangers). In the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of any section of this Amendment and Waiver, and such notice shall be conclusive and binding on all parties hereto. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed by their respective authorized officers as of the day and year first above written. JPMORGAN CHASE BANK By: /s/ William A. Austin ------------------------------- Title: Vice President CITICORP USA, INC. By: /s/ Michael M. Schadt ------------------------------- Title: Vice President Asset Based Finance WACHOVIA BANK, N.A. By: /s/ Helen F. Wessling ------------------------------- Title: Manging Director THE BANK OF NOVA SCOTIA By: /s/ Christopher Usas ------------------------------- Title: Director FLEET NATIONAL BANK By: /s/ Sanghamitra Dutt ------------------------------- Title: Authorized Officer BANK OF AMERICA, N.A. By: /s/ William E. Livingstone, IV ------------------------------- Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Chris Cox ------------------------------- Title: Duly Authorized Signatory THE TRAVELERS INSURANCE COMPANY By: ------------------------------- Name: Title: BANK OF MONTREAL By: /s/ Geoffrey R. McConnell ------------------------------- Title: CALPERS By: ------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK By: ------------------------------- Name: Title: THE FOOTHILL GROUP, INC. By: ------------------------------- Name: Title: MORGAN STANLEY SENIOR FUNDING, INC. By: ------------------------------- Name: Title: SUMITOMO MITSUI BANKING CORPORATION By: ------------------------------- Name: Title: BAYERISHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: ------------------------------- Name: Title: EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor By: ------------------------------- Name: Title: EATON VANCE CDO IV, LTD. By: Eaton Vance Management as Investment Advisor By: ------------------------------- Name: Title: COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management as Investment Advisor By: ------------------------------- Name: Title: SPCP GROUP LLC By: ------------------------------- Name: Title: SUNAMERICA SENIOR FLOATING RATE FUND INC. By: Stanfield Capital Partners LLC as its subadvisor By: ------------------------------- Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS By: ------------------------------- Name: Title: AURM CLO 2002-1 LTD. By: Stein Roe & Farnham Incorporated, as Investment Manager By: /s/ Kathleen A. Zarn ------------------------------- Title: Senior Vice President AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Attorney in Fact By: ------------------------------- Name: Title: CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: ------------------------------- Name: Title: DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Adviser By: ------------------------------- Name: Title: TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: ------------------------------- Name: Title: SRF 2000 LLC By: /s/ Ann E. Morris ------------------------------- Title: Assistant Vice President SRF TRADING, INC. By: /s/ Anne E. Morris ------------------------------- Title: Assistant Vice President CARLYLE HIGH YIELD PARTNERS IV, LTD. By: ------------------------------- Name: Title: FLAGSHIP CLO II By: ------------------------------- Name: Title: AIG SUNAMERICA LIFE ASSURANCE COMPANY (dba ANCHOR NATIONAL LIFE INSURANCE COMPANY) By: ------------------------------- Name: Title: FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND (161) By: ------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: ------------------------------- Name: Title: REGIMENT CAPITAL, LTD By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority By: ------------------------------- Name: Title: PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and Pursuant to delegated authority By: ------------------------------- Name: Title: LIBERTYVIEW FUNDS, L.P. By: ------------------------------- Name: Title: LONG LANDE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: ------------------------------- Name: Title: AIMCO CLO, SERIES 2001-A By: ------------------------------- Name: Title: ALLSTATE LIFE INSURANCE COMPANY By: ------------------------------- Name: Title: PROTECTIVE LIFE INSURANCE COMPANY By: /s/ Richard J. Bielen ------------------------------- Title: Senior Vice President, Treasurer & CIO WACHOVIA BANK, NATIONAL ASSOCIATION By: ------------------------------- Name: Title: GLENEAGLES TRADING LLC By: /s/ Ann E. Morris ------------------------------- Title: Assistant Vice President HIGHLAND LOAN FUNDING V LTD By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Mark Okada ------------------------------- Title: Chief Investment Officer CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: Highland Capital Management, L.P. as Authorized Representatives of the Board By: /s/ Mark Okada ------------------------------- Title: Chief Investment Officer ING PRIME RATE TRUST By: ING Investments, LLC as its investment manager By: ------------------------------- Name: Title: ING SENIOR INCOME FUND By: ING Investments, LLC as its investment manager By: ------------------------------- Name: Title: INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: ------------------------------- Name: Title: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc., as Investment Adviser By: ------------------------------- Name: Title: MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc., under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager By: ------------------------------- Name: Title: BLACK DIAMOND INTERNATIONAL FUNDING, LTD. By: ------------------------------- Name: Title: BRYN MAWR CLO, LTD. By: Deerfield Capital Management LLC as its Collateral Manager ------------------------------------ Name: Title: GULF STREAM CDO 2002-I By: Gulf Stream Asset Management, LLC as Collateral Manager ------------------------------------ Name: Title: STANWICH LOAN FUNDING LLC By: ------------------------------- Name: Title: RIVIERA FUNDING LLC By: /s/ Anne E. Morris ------------------------------- Title: Assistant Vice President ATRIUM CDO By: ------------------------------- Name: Title: CSAM FUNDING II By: ------------------------------- Name: Title: TORONTO DOMINION (TEXAS), INC. By: ------------------------------- Name: Title: NOMURA BOND & LOAN FUND By: UFJ Trust Company of New York as Trustee By: Nomura Corporate Research and Asset Management, Inc., Attorney in Fact By: ------------------------------- Name: Title: CLYDESDALE CLO 2001-1, LTD By: Nomura Corporate Research and Asset Management, Inc., as Collateral Manager By: ------------------------------- Name: Title: IMPERIAL CREDIT ASSET MANAGEMENT By: ------------------------------- Name: Title: CITIBANK, N.A. By: ------------------------------- Name: Title: 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 TELECOMUNICATIONS 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, LLLC 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 ADELPHIA 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 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 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/ Randall D. Fisher ------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary EX-10.05 9 a1167344.txt SECURITY AND PLEDGE AGREEMENT Exhibit 10.05 ------------- AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT AGREEMENT dated as of August 26, 2002 among each of the LOAN PARTIES from time to time party hereto and CITICORP USA, INC., as Collateral Agent (with its successors in such capacity, the "Collateral Agent"). WHEREAS, the Loan Parties party thereto and Citicorp USA, Inc., as Collateral Agent, are parties to a Security and Pledge Agreement dated as of June 25, 2002 (the "Existing Security and Pledge Agreement"); WHEREAS, the parties thereto desire to amend and restate the Existing Security and Pledge Agreement as provided in this Agreement, said Existing Security and Pledge Agreement will be so amended and restated; and WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Loan Parties, certain financial institutions (with their respective successors, the "DIP Lenders"), JPMorgan Chase Bank, as Administrative Agent (with its successors in such capacity, the "Administrative Agent"), Citicorp USA, Inc., as Syndication Agent (with its successors in such capacity, the "Syndication Agent"), J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as Joint Bookrunners and Co-Lead Arrangers (with their respective successors in such capacity, the ("Co-Lead Arrangers"), the Collateral Agent, Wachovia Bank, N.A., as Co-Syndication Agent, and The Bank of Nova Scotia, Fleet National Bank, Bank of America, N.A. and General Electric Capital Corporation, as Co-Documentation Agents, are entering into an Amended and Restated Credit and Guaranty Agreement dated as of the date hereof (as amended, modified or supplemented from time to time, the "Amended and Restated DIP Credit Agreement"); and WHEREAS, it is a condition precedent to the making of Loans and the issuance of Letters of Credit under the Amended and Restated DIP Credit Agreement that each Loan Party shall have granted, subject to the Carve-Out, a security interest, pledge and lien on its Collateral specified herein, such liens to have the status and priority specified in Section 2.24(a) of the Amended and Restated DIP Credit Agreement; and WHEREAS, the grant of such security interest, pledge and lien has been authorized pursuant to sections 364(c)(2), 364(c)(3) and 364(d)(1) of the Bankruptcy Code by the Interim Order, and, after the entry thereof, will have been so authorized by the Final Order (collectively, the "Orders"); and WHEREAS, to supplement the Orders, without in any way diminishing or limiting the effect of the Orders or the security interest, pledge and lien granted thereunder, the parties hereto desire to more fully set forth their respective rights in connection with such security interest, pledge and lien; and WHEREAS, the Orders authorize each Loan Party to execute, deliver and perform this Agreement; NOW, THEREFORE, in consideration of the premises contained herein and in order to continue inducing (i) the DIP Lenders to make Loans and participate in Letters of Credit, (ii) the Fronting Banks to issue Letters of Credit and (iii) each of the Agents to act in their respective capacities, the parties hereto agree as follows: SECTION 1. Definitions (a) Terms Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC: Term UCC - ---- --- Account 9-102 Authenticate 9-102 Certificated Security 8-102 Chattel Paper 9-102 Commercial Tort Claim 9-102 Commodity Account 9-102 Commodity Contract 9-102 Commodity Customer 9-102 Commodity Intermediary 9-102 Deposit Account 9-102 Document 9-102 Electronic Chattel Paper 9-102 Entitlement Holder 8-102 Entitlement Order 8-102 Equipment 9-102 Financial Asset 8-102 & 103 General Intangibles 9-102 Instrument 9-102 Inventory 9-102 Investment Property 9-102 Letter-of-Credit Right 9-102 Payment Intangible 9-102 Record 9-102 2 Securities Account 8-501 Securities Intermediary 8-102 Security 8-102 & 103 Security Entitlement 8-102 Supporting Obligations 9-102 Tangible Chattel Paper 9-102 Uncertificated Security 8-102 (b) Additional Definitions. The following additional terms, as used herein, have the following meanings: "Article 9" means, with respect to any item of Collateral, Article 9 of the Uniform Commercial Code as in effect in the jurisdiction the laws of which apply to the creation (subject to Section 26) or perfection of the security interest in such Collateral or the rights therein from time to time. "Collateral" means, with respect to any Loan Party (including any Holding Company Guarantor), all the rights, title and interest of such Loan Party in (i) all Accounts, (ii) all Chattel Paper, (iii) all Deposit Accounts, (iv) all Documents, (v) all Equipment, (vi) all Farm Products, (vii) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property), (viii) all Instruments, (ix) all Inventory, (x) all Investment Property, (xi) all Letter-of-Credit Rights, (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Loan Party pertaining to any of its Collateral, (xiii) such Loan Party's ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money held from time to time held by such Loan Party; and (xiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xiii); whether now owned or hereafter acquired; provided that the "Collateral" of any Loan Party shall not include any Excluded Property of such Loan Party. When used with respect to a specific Loan Party, the term "Collateral" means all its property on which such a Lien is granted or purports to be granted. "Collateral Accounts" means, with respect to each Loan Party, its Letter of Credit Account. "Collateral Agent" means Citicorp USA, Inc., in its capacity as Collateral Agent under this Agreement and the other Security Documents. "Contingent Secured Obligation" means, at any time, any Secured Obligation (or portion thereof) that is contingent in nature at such time, including 3 any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it, (ii) an obligation under a hedging agreement to make payments that cannot be quantified at such time, (iii) any other obligation (including any guarantee) that is contingent in nature at such time, or (iv) an obligation to provide collateral to secure any of the foregoing types of obligations. "Control" has the following meanings: (i) when used with respect to any Security or Security Entitlement, the meaning specified in UCC Section 8-106, (ii) when used with respect to any Deposit Account, the meaning specified in UCC Section 9-104, (iii) when used with respect to any Electronic Chattel Paper, the meaning specified in UCC Section 9-105, (iv) when used with respect to any Commodity Account or Commodity Contract, the meaning specified in UCC Section 9-106(b), and (v) when used with respect to any right to payment or performance by the issuer or a Nominated Person in respect of a letter of credit, the meaning specified in UCC Section 9-107. Controlled Securities Account" means a Securities Account that (i) is maintained in the name of a Loan Party at an office of a Securities Intermediary located in the United States and (ii) together with all Financial Assets credited thereto and all related Security Entitlements, is subject to a Securities Account Control Agreement among such Loan Party, the Collateral Agent and such Securities Intermediary. "Copyright License" means any agreement now or hereafter in existence granting to any Loan Party, or pursuant to which any Loan Party grants to any other Person, any right to use, copy, reproduce, distribute, prepare derivative works, display or publish any records or other materials on which a Copyright is in existence or may come into existence, including any agreement identified in Schedule 1 to any Copyright Security Agreement. "Copyrights" means all the following: (i) all copyrights under the laws of the United States or any other country (whether or not the underlying works of authorship have been published), all registrations and recordings thereof, all copyrightable works of authorship (whether or not published), and all applications for copyrights under the laws of the United States or any other country, including registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Copyright Security Agreement, (ii) all renewals of any of the foregoing, (iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing, and (iv) all income, royalties, damages and payments now or hereafter 4 due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof. "Copyright Security Agreement" means a Copyright Security Agreement, in form and substance reasonably acceptable to the Collateral Agent, executed and delivered by a Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties. "Deposit Account Control Agreement" means, with respect to any Deposit Account of any Loan Party, an agreement among such Loan Party, the Collateral Agent and the relevant Depositary Bank, set forth in an Authenticated Record, (i) that such Depositary Bank will comply with instructions originated by the Collateral Agent directing disposition of the funds in such Deposit Account without further consent by such Loan Party and (ii) subordinating to the relevant Transaction Lien all claims of the Depositary Bank to such Deposit Account (except its right to deduct its normal operating charges and any uncollected funds previously credited thereto). "Depositary Bank" means a bank at which a Controlled Deposit Account is maintained. "Equity Interest" means (i) in the case of a corporation, any shares of its capital stock, (ii) in the case of a limited liability company, any membership interest therein, (iii) in the case of a partnership, any partnership interest (whether general or limited) therein, (iv) in the case of any other business entity, any participation or other interest in the equity or profits thereof, (v) any warrant, option or other right to acquire any Equity Interest described in this definition or (vi) any Security Entitlement in respect of any Equity Interest described in this definition. "Existing Cash Management System" means the Deposit Accounts and Security Accounts, which are used by the Loan Parties on the date hereof for the daily holding and transfer of their cash, Instruments, Investment Property and Financial Assets. "Existing Security and Pledge Agreement" means the Security and Pledge Agreement dated as of June 25, 2002, among each of the Loan Parties party thereto and Citicorp USA, Inc., as Collateral Agent. "Intellectual Property Filing" means (i) with respect to any Patent, Patent License, Trademark or Trademark License, the filing of the applicable Patent Security Agreement or Trademark Security Agreement with the United States Patent and Trademark Office, together with an appropriately completed 5 recordation form, and (ii) with respect to any Copyright or Copyright License, the filing of the applicable Copyright Security Agreement with the United States Copyright Office, together with an appropriately completed recordation form, in each case sufficient to record the Transaction Lien granted to the Collateral Agent in such Recordable Intellectual Property. "Intellectual Property Security Agreement" means a Copyright Security Agreement, a Patent Security Agreement or a Trademark Security Agreement. "Loan Party" means each "Loan Party" under the Amended and Restated DIP Credit Agreement. "Liquid Investment" means a Permitted Investment (other than commercial paper) that matures within 30 days after it is first included in the Collateral. "LLC Interest" means a membership interest or similar interest in a limited liability company. "Material Intellectual Property" means, with respect to any Loan Party that belongs to a Borrower Group, any Copyright License, Copyrights, Patent License, Patents, Trademark Licenses, and Trademarks that are material to the business of the Borrower Group to which such Loan Party belongs. "Nominated Person" means a Person whom the issuer of a letter of credit (i) designates or authorizes to pay, accept, negotiate or otherwise give value under such letter of credit and (ii) undertakes by agreement or custom and practice to reimburse. "Non-Contingent Secured Obligation" means at any time any Secured Obligation (or portion thereof) that is not a Contingent Secured Obligation at such time. "own" refers to the possession of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and "acquire" refers to the acquisition of any such rights. "Partnership Interest" means a partnership interest, whether general or limited. "Patent License" means any agreement now or hereafter in existence granting to any Loan Party, or pursuant to which any Loan Party grants to any other Person, any right with respect to any Patent or any invention now or 6 hereafter in existence, whether patentable or not, whether a patent or application for patent is in existence on such invention or not, and whether a patent or application for patent on such invention may come into existence or not, including any agreement identified in Schedule 1 to any Patent Security Agreement. "Patents" means (i) all letters patent and design letters patent of the United States or any other country and all applications for letters patent or design letters patent of the United States or any other country, including applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Patent Security Agreement, (ii) all reissues, divisions, continuations, continuations in part, revisions and extensions of any of the foregoing, (iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof. "Patent Security Agreement" means a Patent Security Agreement, in form and substance reasonably acceptable to the Collateral Agent, executed and delivered by a Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties. "Perfection Certificate" means, with respect to any Loan Party, a certificate substantially in the form of Exhibit B, completed and supplemented with the schedules contemplated thereby to the satisfaction of the Collateral Agent, and signed by an officer of such Loan Party. "Permitted Liens" means (i) the Transaction Liens and (ii) any other Liens on the Collateral permitted to be created or assumed or to exist pursuant to Section 6.01 of the Amended and Restated DIP Credit Agreement. "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Pledged", when used in conjunction with any type of asset, means at any time an asset of such type that is included (or that creates rights that are included) in the Collateral at such time. For example, "Pledged Equity Interest" means an Equity Interest that is included in the Collateral at such time and "Pledged letter of credit" means a letter of credit that creates rights to payment or performance that are included in the Collateral at such time. 7 "Proceeds" means all proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or other realization upon, any Collateral, including all claims of the relevant Loan Party against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to any Collateral. "Recordable Intellectual Property" means (i) Patents, (ii) Patent Licenses, (iii) Trademarks, (iv) Trademark Licenses, (v) Copyrights and (vi) Copyright Licenses, and all rights in or under any of the foregoing. "Secured Agreement", when used with respect to any Secured Obligation of any Loan Party, refers collectively to each instrument, agreement or other document that sets forth obligations of such Loan Party and/or rights of the holder with respect to such Secured Obligation. "Secured Obligations" means (i) with respect to each Several Borrower, all Obligations of such Borrower and all Obligations of any other Loan Party which belongs to the same Borrower Group as such Several Borrower, (ii) with respect to each Joint and Several Borrower, all Obligations of such Borrower and each other Loan Party, and (iii) with respect to each Guarantor, its Guaranteed Obligations. "Secured Parties" means the holders from time to time of the Secured Obligations, including each Agent, each Fronting Bank and each DIP Lender. "Securities Account Control Agreement" means, when used with respect to a Securities Account, a Securities Account Control Agreement, in form and substance reasonably acceptable to the Collateral Agent, among the relevant Securities Intermediary, the relevant Loan Party and the Collateral Agent to the effect that such Securities Intermediary will comply with Entitlement Orders originated by the Collateral Agent with respect to such Securities Account without further consent by the relevant Loan Party. "Security Agreement Supplement" means a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered to the Collateral Agent for the purpose of adding a Subsidiary as a party hereto pursuant to Section 21 and/or adding additional property to the Collateral. "Security Documents" means this Agreement, the Security Agreement Supplements, the Deposit Account Control Agreements, the Issuer Control Agreements, the Securities Account Control Agreements, the Intellectual Property 8 Security Agreements and all other supplemental or additional security agreements, control agreements or similar instruments delivered pursuant to the Loan Documents. "Subsidiary" means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person; unless otherwise specified, "Subsidiary" means a Subsidiary of the Company. "Supporting Letter of Credit" means a letter of credit that supports the payment or performance of one or more items included in the Collateral. "Trademark License" means any agreement now or hereafter in existence granting to any Loan Party, or pursuant to which any Loan Party grants to any other Person, any right to use any Trademark, including any agreement identified in Schedule 1 to any Trademark Security Agreement. "Trademarks" means: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, brand names, trade dress, prints and labels on which any of the foregoing have appeared or appear, package and other designs, and all other source or business identifiers, and all general intangibles of like nature, and the rights in any of the foregoing which arise under applicable law, (ii) the goodwill of the business symbolized thereby or associated with each of them, (iii) all registrations and applications in connection therewith, including registrations and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Trademark Security Agreement, (iv) all renewals of any of the foregoing, (v) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (vi) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof. "Trademark Security Agreement" means a Trademark Security Agreement, substantially in the form of Exhibit D, executed and delivered by a Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties. "Transaction Liens" means the Liens granted by the Loan Parties under the Security Documents. 9 "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. (c) Amended and Restated DIP Credit Agreement Defined Terms. All other defined terms used herein and not defined have the meanings assigned to such terms in the Amended and Restated DIP Credit Agreement. (d) Terms Generally. The definitions of terms herein (including those incorporated by reference to the UCC, the Amended and Restated DIP Credit Agreement or to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement and (e) the word "property" shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (e) Bankruptcy Court Approval Required. This Agreement shall be subject to the approval of the Bankruptcy Court. Upon entry of the Interim Order, such approval will have been granted. SECTION 2. Grant of Transaction Liens (a) Each Loan Party, in order to secure its Secured Obligations, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the Collateral of such Loan Party, whether now owned or existing or 10 hereafter acquired or arising and regardless of where located (in each case subject and subordinated to the Carve-Out as provided in the Orders and in the Amended and Restated DIP Credit Agreement). (b) With respect to each right to payment or performance included in the Collateral of any Loan Party from time to time, the Transaction Lien granted therein includes a continuing security interest in any Supporting Obligation that supports such payment or performance and any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Loan Party with respect to any of the Collateral or any transaction in connection therewith. (d) Each of the Secured Parties acknowledges and agrees that, with respect to any Collateral consisting of Equity Interests in (i) Century-TCI California Communications, L.P., Delaware limited partnership, (ii) Western NY Cablevision, L.P., a Delaware limited partnership and (iii) Parnassos Communications, L.P., a Delaware limited partnership (the Equity Interests described in clauses (i) through (iii), collectively, the "Partnership Equity Interests"), the right to foreclose on such Collateral is subject to the transfer restrictions contained in (1) with respect to the Equity Interests described in clause (i), the Agreement of Limited Partnership of Century-TCI California Communications, L.P. dated as of December 7, 1999 by and among Century Exchange LLC, a Delaware limited liability company and TCI California Holdings, LLC, a Colorado limited liability company, (2) with respect to the Equity Interests described in clause (ii), the Agreement of Limited Partnership of Parnassos LP (now known as Western NY Cablevision, L.P.) dated as of January 8, 1998 among Adelphia Western New York Holdings LLC, TCI Adelphia Holdings LLC and US Tele-Media Investment Company and (3) with respect to the Equity Interests described in clause (iii), the Agreement of Limited Partnership of Parnassos Communications, L.P. dated as of December 30, 1998 among Adelphia Western New York Holdings LLC, TCI Adelphia Holdings LLC and Montgomery Cablevision, Inc., in each case as in effect on the date hereof. The provisions of the immediately preceding sentence shall not be construed to affect or limit in any manner the rights of the Secured Parties with respect to the Proceeds of any Partnership Equity Interests or any other Collateral of any Loan Party. SECTION 3. General Representations and Warranties Each Loan Party represents and warrants that: 11 (a) Such Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate. (b) Each Loan Party holds all its Equity Interests in its direct Subsidiaries directly or through a Subsidiary of such Loan Party (i.e., not through a Securities Intermediary or any other Person). (c) All Pledged Equity Interests owned by such Loan Party are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any Liens permitted by clauses (a), (b) and (c) of Section 6.01 of the Amended and Restated DIP Credit Agreement, it being understood that the Transaction Liens on all Pledged Equity Interests shall have the rank and status specified in Section 2.22(a) of the Amended and Restated DIP Credit Agreement. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Loan Party owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. Except as otherwise disclosed in Schedule 3(c) hereto, none of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Except for any such agreements existing as of the date hereof, such Loan Party is not and will not become a party to or otherwise bound by any agreement (except the Amended and Restated DIP Credit Agreement) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto. (d) Such Loan Party is the legal and beneficial owner of all its Collateral (subject to exceptions that are, in the aggregate, not material to the value of the Collateral securing such Loan Party's obligations, taken as a whole), free and clear of any Lien other than Permitted Liens. (e) Such Loan Party has not performed any acts that might prevent the Collateral Agent from enforcing any of the provisions of the Security Documents or that would limit the Collateral Agent in any such enforcement. Each Loan Party will deliver to the Collateral Agent in accordance with Section 5.07 of the Amended and Restated DIP Credit Agreement each of the UCC searches referred to therein. No Collateral owned by such Loan Party is in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than Permitted Liens and any Deposit Accounts, Security Accounts Instruments, Investment Property and Financial Assets of each Loan Party within the Existing Cash Management System on the date hereof (it being understood that nothing in this sentence shall be construed to modify or limit the obligations of the Loan Parties under Sections 6.10 or 6.13 of the Amended and Restated DIP Credit Agreement). 12 (f) The Transaction Liens on all Collateral owned by such Loan Party following execution of this Agreement and the entry of the Interim Order, have been validly created, attach to each item of such Collateral on the first date on which both this Agreement has been executed by such Loan Party and the Interim Order has been entered (or, if such Loan Party first obtains rights thereto on a later date, on such later date), when so attached, will secure the Secured Obligations of such Loan Party, and will upon the entry of the Interim Order, have the priority described in Section 2.22(a) of the Amended and Restated DIP Credit Agreement. (g) The information set forth in the Perfection Certificate delivered by such Loan Party in accordance with Section 5.07 of the Amended and Restated DIP Credit Agreement will be, as of and at the time such certificate is delivered, correct and complete. (h) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the grant and pledge by such Loan Party of the security interests granted hereby, the validity and enforceability thereof or for the execution, delivery or performance of this Agreement by such Loan Party or for the perfection of the security interests or the exercise by the Collateral Agent of its rights and remedies hereunder, except for (i) the entry of the Interim Order and (ii) such notice as may be required with respect to any Collateral consisting of franchise agreements or related licenses, or pursuant to statutes or regulations applicable to the Loan Parties' industry. (i) All of such Loan Party's Inventory has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended. (j) No Loan Party is the claimant with respect to any Commercial Tort Claims other than any Commercial Tort Claim set forth in Schedule 3(l), as such Schedule may be amended from time to time. If any Loan Party acquires a Commercial Tort Claim after the date hereof, such Grantor will promptly grant a security interest in such Commercial Tort Claim (which shall be described in an addendum to this Agreement with the specificity required to satisfy said Official Comment 5) to the Collateral Agent for the benefit of the Secured Parties. SECTION 4. Covenants Each Loan Party covenants as follows: (a) Such Loan Party authorizes the Collateral Agent to execute and file such financing statements or continuation statements without such Loan Party's signature appearing thereon. Such Loan Party agrees, to the extent permitted by law, that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Such 13 Loan Party constitutes the Collateral Agent its attorney-in-fact to execute and file all Intellectual Property Filings and other filings required or so requested for the foregoing purposes, and such power, being coupled with an interest, shall be irrevocable until all the Transaction Liens granted by such Loan Party terminate pursuant to Section 20. (b) Such Loan Party will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral; provided that such Loan Party may do any of the foregoing unless (i) doing so would violate a term in the Amended and Restated DIP Credit Agreement or (ii) an Event of Default shall have occurred and be continuing or result therefrom. (c) Such Loan Party will use commercially reasonable efforts to cause to be collected from its account debtors, when due, all amounts owing under its Accounts (including delinquent Accounts, with respect to which such Loan Party will use commercially reasonable efforts to collect in accordance with customary industry practices and lawful collection procedures) and will apply all amounts collected thereon, forthwith upon receipt thereof, to the outstanding balances of such Accounts. Subject to the rights of the Collateral Agent and the other Secured Parties hereunder if an Event of Default shall have occurred and be continuing, such Loan Party may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) any extension or renewal of the time or times for payment, or settlement for less than the total unpaid balance, that such Loan Party finds appropriate in accordance with sound business judgment and (ii) refunds or credits, all in the ordinary course of business and consistent with such Loan Party's historical collection practices. The costs and expenses (including attorney's fees) of collection, whether incurred by such Loan Party or the Collateral Agent, shall be paid by such Loan Party; provided however that such Loan Party shall only be liable for costs and expenses incurred by the Collateral Agent to the extent such costs and expenses were reasonable. (d) Each Loan Party will comply with the provisions of Section 6.13 of the Amended and Restated DIP Credit Agreement. (e) Without further order of the Bankruptcy Court, all pledged notes not subject to any Liens as of the date hereof (if any) which Liens have been perfected by possession, shall, to the extent the applicable Loan Party acquires or has possession thereof, be delivered within 20 days after the date of entry of the Interim Order of the Bankruptcy Court to the Collateral Agent by the applicable Loan Parties pursuant hereto indorsed to the order of the Collateral Agent, and accompanied by any required transfer tax stamps, all in form and substance satisfactory to the Collateral Agent in its reasonable judgment. All certificates representing Pledged Equity Interests not subject to any Liens as of the date hereof 14 (if any) which Liens have been perfected by possession, shall, to the extent the applicable Loan Party acquires or has possession thereof, be delivered within 20 days after the date of entry of the Interim Order of the Bankruptcy Court to the Collateral Agent by the applicable Loan Parties pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, if required, and accompanied by any required transfer tax stamps, all in form and substance satisfactory to the Collateral Agent in its reasonable judgment. (f) In the event that a Loan Party requires the consent of a third party to pledge hereunder any Equity Interest or Investment Property, such Loan Party shall use its commercially reasonable efforts to obtain the necessary consent to the granting of such pledge and, upon the obtaining thereof, such Equity Interest or Investment Property, as the case may be, shall constitute "Collateral" of such Loan Party hereunder and shall be subject to the Transaction Liens. (g) Within 30 days after the date hereof, each Loan Party will deliver to the Collateral Agent a schedule setting forth each franchise agreement constituting Collateral as to which notice of the grant of the security interests must be given. SECTION 5. Recordable Intellectual Property Each Loan Party covenants as follows: (a) At the written request of the Collateral Agent, without further order of the Bankruptcy Court, such Loan Party will sign and deliver to the Collateral Agent Intellectual Property Security Agreements with respect to all Recordable Intellectual Property then owned by it and that constitutes Material Intellectual Property. Upon the written request of the Collateral Agent, from time to time, (but in no event more often than semi-annually), without further order of the Bankruptcy Court, such Loan Party will sign and deliver to the Collateral Agent any Intellectual Property Security Agreement with respect to all Recordable Intellectual Property then owned by it and that constitutes Material Intellectual Property and that is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, without further order of the Bankruptcy Court, at the written request of the Collateral Agent, such Loan Party will promptly make all Intellectual Property Filings necessary to record the Transaction Liens on such Recordable Intellectual Property that constitutes Material Intellectual Property. (b) Such Loan Party will notify the Collateral Agent promptly if it knows that any application or registration relating to any Recordable Intellectual Property that constitutes Material Intellectual Property may become abandoned or dedicated to the public, or subject to any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding 15 in the United States Copyright Office, the United States Patent and Trademark Office or any court) regarding such Loan Party's ownership of such Recordable Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same. If any of such Loan Party's rights to any Recordable Intellectual Property that constitutes Material Intellectual Property are infringed, misappropriated or diluted by a third party in a manner that could reasonably be expected to have a Material Adverse Effect, such Loan Party will notify the Collateral Agent within 30 days after it learns thereof and will, unless such Loan Party shall reasonably determine that such action would be of negligible value, economic or otherwise, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Loan Party shall reasonably deem appropriate under the circumstances to protect such Recordable Intellectual Property. SECTION 6. Investment Property Each Loan Party represents, warrants and covenants as follows: (a) Certificated Securities. Within 45 days of the date hereof, such Loan Party will deliver to the Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities owned as of the date hereof by such Loan Party and not subject to any Liens as of the date hereof (if any) which Liens have been perfected by possession. Thereafter, whenever such Loan Party acquires any other certificate representing a Pledged Certificated Security, such Loan Party will immediately deliver such certificate to the Collateral Agent as Collateral hereunder. (b) Agreement as to Applicable Jurisdiction. In respect of all Security Entitlements owned by such Loan Party, and all Securities Accounts to which the related Financial Assets are credited, the Securities Intermediary's jurisdiction (determined as provided in UCC Section 8-110(e)) will at all times be located in the United States. In respect of all Commodity Contracts owned by such Loan Party and all Commodity Accounts in which such Commodity Contracts are carried, the Commodity Intermediary's jurisdiction (determined as provided in UCC Section 9-305 (b)) will at all times be located in the United States. (c) Delivery of Pledged Certificates. Any certificate representing a Pledged Certificated Security to be delivered to the Collateral Agent hereunder, when delivered to the Collateral Agent, will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Collateral Agent. SECTION 7. [Intentionally Deleted] 16 SECTION 8. Concentration Accounts. Each Loan Party will comply with the provisions of Section 5.12 of the Amended and Restated DIP Credit Agreement. SECTION 9. Letter of Credit Accounts, Reduction Event Collateral Accounts, and Other Accounts. (a) If and when required for purposes of the Amended and Restated DIP Credit Agreement or this Agreement, the Collateral Agent will establish with respect to each Borrower its Letter of Credit Account and its Reduction Event Collateral Account, each in the name and under the exclusive control of the Collateral Agent, into which all amounts that are to be deposited therein by such Loan Party pursuant to the Amended and Restated DIP Credit Agreement and the Security Documents shall be deposited from time to time. Each such account will be operated as provided in this Section and Section 10. (b) In addition to any other amounts required to be deposited therein pursuant to any provision of the Loan Documents, the Collateral Agent shall deposit the following amounts, as and when received by it, in a separate cash collateral account of such Loan Party: each Cash Distribution required by Section 13 to be deposited therein and each amount realized or otherwise received by the Collateral Agent with respect to assets of such Loan Party upon any exercise of remedies pursuant to any Security Document. Such cash collateral account shall be established on the first date on which any amount shall be required to be deposited therein pursuant to this subsection (b). (c) The Collateral Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Collateral Account from time to time pursuant to subsection (b) of this Section. SECTION 10. Operation of Collateral Accounts and Other Accounts (a) All distributions and other amounts received with respect to assets held in any Collateral Account shall be deposited therein promptly upon receipt thereof. (b) Distributions and withdrawals from any deposit and other accounts (other than Collateral Accounts) maintained by any Loan Party from time to time will be subject to the provisions of the Amended and Restated DIP Credit Agreement (including without limitation Section 6.10 thereof), and subject to the rights and remedies of the Secured Parties upon the occurrence and during the continuance of an Event of Default as set forth in the Loan Documents and the Orders. (c) If immediately available cash on deposit in any Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, 17 the Collateral Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place. SECTION 11. Transfer of Record Ownership At (a) any time when an Event of Default shall have occurred and be continuing, the Collateral Agent may (and to the extent that action by it is required, the relevant Loan Party, if directed to do so by the Collateral Agent, will as promptly as practicable): (i) cause each of the Pledged Securities (or any portion thereof specified in such direction) to be (x) transferred of record into the name of the Collateral Agent or its nominee or (y) credited to the relevant Loan Party's Collateral Account; and (ii) cause the Financial Asset underlying each Pledged Security Entitlement to be credited to the relevant Loan Party's Collateral Account. Promptly upon receiving any such direction, the Collateral Agent will notify each relevant Loan Party thereof, and from time to time thereafter such Loan Party will take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this subsection. (b) Perfection upon Transfer of Record Ownership. If and when any Pledged Security (whether certificated or uncertificated) owned by such Loan Party is transferred of record into the name of the Collateral Agent or its nominee pursuant to Section 11(a), the Transaction Lien on such Pledged Security will be perfected, subject to no prior Liens or rights of others, other than Permitted Liens and other Liens existing on the date hereof, it being understood that the Transaction Liens on such Pledged Security shall have the rank and status specified in Section 2.22(a) of the Amended and Restated DIP Credit Agreement, the Collateral Agent will have Control of such Pledged Security and the Collateral Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof. (c) Communications after Transfer of Record Ownership. The Collateral Agent will promptly give to the relevant Loan Party copies of any notices and other communications received by the Collateral Agent with respect to (i) Pledged Securities registered in the name of the Collateral Agent or its nominee and (ii) Pledged Security Entitlements as to which the Collateral Agent or its nominee is the Entitlement Holder. SECTION 12. Right to Vote Securities (a) Unless an Event of Default shall have occurred and be continuing, each Loan Party will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged 18 Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Loan Party, deliver to such Loan Party or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Collateral Agent will have the right to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof, and each Loan Party will take all such action as the Collateral Agent may reasonably request from time to time to give effect to such right. SECTION 13. Certain Cash Distributions Distributions with respect to assets held in a Collateral Account shall be deposited and held therein, or withdrawn therefrom, as provided in Section 10. SECTION 14. Remedies upon Event of Default (a) If an Event of Default shall have occurred and be continuing, subject to the limitations set forth in Article 7 of the Amended and Restated DIP Credit Agreement, the Collateral Agent may exercise (or cause its sub-agents to exercise) any or all of the remedies available to it (or to such sub-agents) under the Security Documents. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to any Collateral and, in addition, the Collateral Agent may, without being required to give any notice (except for any notice required by Section 7.01 of the Amended and Restated DIP Credit Agreement, which the Collateral Agent shall give as required thereby) and without application to or order of the Bankruptcy Court, withdraw all cash held in the Collateral Accounts and apply such cash as provided in Section 15 and, if there 19 shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, sell, lease, license or otherwise dispose of the Collateral or any part thereof. (b) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing: the Collateral Agent may license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Pledged Recordable Intellectual Property throughout the world for such term or terms, on such conditions and in such manner as the Collateral Agent shall in its sole discretion determine; provided that such licenses or sublicenses do not conflict with applicable law or any existing license; (ii) the Collateral Agent may (without assuming any obligation or liability thereunder), at any time and from time to time, in its sole and reasonable discretion, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Loan Party in, to and under any of its Pledged Recordable Intellectual Property to the extent such actions do not conflict with applicable law or the terms of such license and take or refrain from taking any action under any thereof, and each Loan Party releases the Collateral Agent and each other Secured Party from liability for, and agrees to hold the Collateral Agent and each other Secured Party free and harmless from and against any claims and expenses arising out of, any lawful action so taken or omitted to be taken with respect thereto, except for claims and expenses arising from the Collateral Agent's or such Secured Party's gross negligence or willful misconduct; and (iii) upon request by the Collateral Agent (which shall not be construed as implying any limitation on its rights or powers), each Loan Party will execute and deliver to the Collateral Agent a power of attorney, in form and substance satisfactory to the Collateral Agent, for the implementation of any sale, lease, license or other disposition of any of such Loan Party's Pledged Recordable Intellectual Property or any action related thereto that does not conflict with applicable law or any existing license. In connection with any such disposition, but subject to any confidentiality or other restrictions imposed on such Loan Party in any license or similar agreement, such Loan Party will supply to the Collateral Agent its know-how and expertise relating to the relevant intellectual property or the products or services made or rendered in connection with such intellectual property, and its customer lists and other records relating to such intellectual property and to the distribution of said products or services. SECTION 15. Application of Proceeds (a) If an Event of Default shall have occurred and be continuing (subject to the proviso set forth in Section 7.01 of the Amended and Restated DIP Credit Agreement), the Collateral Agent may apply any cash held in the Collateral Accounts of any Loan Party and the proceeds of any sale or other disposition of all or any part of the Collateral of any Loan Party (other than any amount of such proceeds that, upon the order of the Bankruptcy 20 Court, shall be required to be escrowed or otherwise set aside for the benefit of holders of claims against the relevant Loan Party other than the Secured Obligations), in the following order of priorities: first, to pay the reasonable expenses of such sale or other disposition, including reasonable compensation to agents of and counsel for the Collateral Agent and any other Agent, and all reasonable expenses, liabilities and advances incurred or made by the Collateral Agent in connection with the Security Documents; second, to pay ratably (i) the unpaid interest accrued on the Secured Obligations of such Loan Party in accordance with the provisions of the applicable Secured Agreement, as applicable, and (ii) all Fees payable under the Amended and Restated DIP Credit Agreement, until payment in full of all such interest and Fees shall have been made; third, to pay the unpaid principal of the Secured Obligations of such Loan Party ratably (or provide for the payment thereof pursuant to Section 15(b)), until payment in full of the principal of all Secured Obligations of such Loan Party shall have been made (or so provided for); fourth, to pay all other Secured Obligations of such Loan Party ratably (or provide for the payment thereof pursuant to Section 15(b)), until payment in full of all such other Secured Obligations of such Loan Party shall have been made (or so provided for); fifth, to pay ratably any Permitted Inter-Group Debt owed or guaranteed by such Loan Party; and finally, to pay to the relevant Loan Party, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral owned by it; The Collateral Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. With respect to any proceeds of Collateral pledged by a Joint and Several Guarantor, the distributions described in each clause above will be allocated pro rata to all the Obligations of the Loan Parties in each Borrower Group that constitute Secured Obligations of such Joint and Several Guarantor. (b) If at any time any portion of any monies collected or received by the Collateral Agent would, but for the provisions of this Section 15(b), be payable pursuant to Section 15(a) in respect of a Contingent Secured Obligation, the 21 Collateral Agent shall not apply any monies to pay such Contingent Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Collateral Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent Secured Obligation does not notify the Collateral Agent of the maximum ascertainable amount thereof at least two Business Days before such distribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Collateral Agent as to the maximum ascertainable amount thereof, the Collateral Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However, the Collateral Agent will not apply such portion of such monies to pay such Contingent Secured Obligation, but instead will hold such monies or invest such monies in Liquid Investments. All such monies and Liquid Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 15(b) rather than Section 15(a). The Collateral Agent will hold all such monies and Liquid Investments and the net proceeds thereof in trust until all or part of such Contingent Secured Obligation becomes a Non-Contingent Secured Obligation, whereupon the Collateral Agent at the request of the relevant Secured Party will apply the amount so held in trust to pay such Non-Contingent Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 15(a) (i.e., clause second or fourth) were not paid in full, the Collateral Agent will apply the amount so held in trust to pay the same percentage of such Non-Contingent Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 15(a). If (i) the holder of such Contingent Secured Obligation shall advise the Collateral Agent that no portion thereof remains in the category of a Contingent Secured Obligation and (ii) the Collateral Agent still holds any amount held in trust pursuant to this Section 15(b) in respect of such Contingent Secured Obligation (after paying all amounts payable pursuant to the preceding sentence with respect to any portions thereof that became Non-Contingent Secured Obligations), such remaining amount will be applied by the Collateral Agent in the order of priorities set forth in Section 15(a). (c) In making the payments and allocations required by this Section, the Collateral Agent may rely upon information supplied to it pursuant to Section 19(f). All distributions made by the Collateral Agent pursuant to this Section shall be final (except in the event of manifest error) and the Collateral Agent shall have no duty to inquire as to the application by any Secured Party of any amount distributed to it. No Loan Party shall have any liability whatsoever in connection 22 with any distribution or allocation or application of payment made under this Section 15(c). SECTION 16. Fees and Expenses; Indemnification Each Loan Party will forthwith upon demand pay to the Collateral Agent: (i) the amount of any taxes that the Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon, (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such reasonable expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any loss, liability or reasonable expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Collateral Agent's gross negligence or willful misconduct or a breach of any duty that the Collateral Agent has under this Agreement (after giving effect to Sections 18 and 19). If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Loan Parties will pay such tax and provide any required tax stamps to the Collateral Agent or as otherwise required by law. SECTION 17. Authority to Administer Collateral Each Loan Party irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Loan Party, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at such Loan Party's expense, at any time and from time to time while an Event of Default shall have occurred and be continuing, without application to or order of the Bankruptcy Court, all or any of the following powers with respect to all or any of such Loan Party's Collateral: (a) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, 23 (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto. The Collateral Agent, on its own behalf and on behalf of each Secured Party, acknowledges and agrees that in order to exercise the rights and remedies under the Loan Documents with respect to the assignment or transfer of control of any portion of the Collateral the assignment or transfer of control of which is subject to Federal, state or local laws applicable to the telecommunications or cable industry, it may be necessary to obtain the prior approval or consent of one or more Governmental Authorities. If the Collateral Agent reasonably determines that any such approval or consent is required in connection with any of the actions which may be taken by the Collateral Agent on its own behalf or on behalf of the Secured Parties in the exercise of the rights and/or remedies hereunder or under the other Loan Documents then the Loan Parties, at their sole cost and expense, agree to use their good faith efforts to secure such approval consent and to cooperate with the Collateral Agent in any action reasonably commenced by the Collateral Agent to secure such approval consent. SECTION 18. Limitation on Duty in Respect of Collateral Except for the exercise of reasonable care in the custody and preservation thereof, which is hereby expressly undertaken, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property. SECTION 19. General Provisions Concerning the Collateral Agent (a) Authority. The Collateral Agent is authorized to take such actions and to exercise such powers as are delegated to the Collateral Agent by the terms of the Security Documents, together with such actions and powers as are reasonably incidental thereto. (b) Rights and Powers as a Secured Party. The bank serving as the Collateral Agent shall, in its capacity as a Secured Party, have the same rights and powers as any other Secured Party and may exercise the same as though it were not the Collateral Agent. Such bank and its Affiliates may accept deposits from, lend 24 money to and generally engage in any kind of business with any Loan Party or any of their respective affiliates as if it were not the Collateral Agent hereunder. (c) Limited Duties and Responsibilities. The Collateral Agent shall not have any duties or obligations under the Security Documents except those expressly set forth therein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Collateral Agent is required in writing to exercise by the Required DIP Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.10 of the Amended and Restated DIP Credit Agreement), and (c) except as expressly set forth in the Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Loan Party that is communicated to or obtained by the bank serving as Collateral Agent or any of its affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it under this Agreement or with respect to the Collateral with the consent or at the request of the Required DIP Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.10 of the Amended and Restated DIP Credit Agreement) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Collateral Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Collateral Agent by any Loan Party or a Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Security Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Security Document, (iv) the validity, enforceability, effectiveness or genuineness of any Security Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any Security Document. (d) Authority to Rely on Certain Writings, Statements and Advice. The Collateral Agent shall be entitled to rely on, and shall not incur any liability for relying on, any notice, request, certificate, consent, statement, instrument, 25 document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely on any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for any Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the reasonable advice of any such counsel, accountant or expert. (e) Sub-Agents and Related Parties. The Collateral Agent may perform any of its duties and exercise any of its rights and powers through one or more sub-agents appointed by it. The Collateral Agent and any such sub-agent may perform any of its duties and exercise any of its rights and powers through its Affiliates. The exculpatory provisions of Section 18 and this Section shall apply to any such sub-agent and to the Affiliates of the Collateral Agent and any such sub-agent. (f) Information as to Secured Obligations and Actions by Secured Parties. For all purposes of the Security Documents, including determining the amounts of the Secured Obligations and whether a Secured Obligation is a Contingent Secured Obligation or not, or whether any action has been taken under any Secured Agreement, the Collateral Agent will be entitled to rely on information from its own records for information as to the Secured Parties, their Secured Obligations and actions taken by them, any Secured Party for information as to its Secured Obligations and actions taken by it, to the extent that the Collateral Agent has not obtained such information from the foregoing sources, and the Loan Parties, to the extent that the Collateral Agent has not obtained information from the foregoing sources. (g) The Collateral Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trustee or similar representative thereof that, in the Collateral Agent's opinion, is contrary to law or the provisions of any Security Document, may expose the Collateral Agent to liability (unless the Collateral Agent shall have been indemnified, to its reasonable satisfaction, for such liability by the Secured Parties that gave such notice, consent, direction or instruction) or is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction. (h) Resignation; Successor Collateral Agent. The Collateral Agent may resign at any time in accordance with Section 8.10 of the Amended and Restated DIP Credit Agreement. SECTION 20. Termination of Transaction Liens; Release of Collateral The Transaction Liens granted by each Loan Party shall terminate upon (i) the 26 payment in full of all the Secured Obligations of such Loan Party, (ii) the termination of the Commitments and (iii) the expiration or cancellation of all Letters of Credit issued for the account of such Loan Party; provided that the Transaction Liens granted by any Several Loan Party shall terminate upon satisfaction of the Exit Conditions with respect to such Loan Party. (b) Concurrently with any sale, lease or other disposition by any Loan Party (except a lease or a sale or disposition to another Loan Party whose "Secured Obligations" hereunder include "Secured Obligations" of the Loan Party effecting such sale or other disposition) of the Collateral permitted by this Agreement, the Transaction Liens on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Collateral Agent or any other Secured Party. (c) At any time before the Transaction Liens terminate, the Collateral Agent may release any Collateral of any Loan Party (but not all or substantially all of such Collateral) with the prior written consent of the Required DIP Lenders or release all or substantially all the Collateral of any Loan Party with the prior written consent of all the DIP Lenders. For purposes of this subsection (c), "Collateral" shall mean all the collateral securing the obligations of such Loan Party under the Loan Documents. (d) Upon any termination of a Transaction Lien or release of Collateral, the Collateral Agent will, at the expense of the relevant Loan Party, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as the case may be. SECTION 21. Additional Loan Parties Any Person may become a party hereto by signing and delivering to the Collateral Agent a Security Agreement Supplement, whereupon such Person shall become a "Loan Party" as defined herein. SECTION 22. Notices Each notice, request or other communication given to any party hereunder shall be in writing (which term includes facsimile or other electronic transmission) and shall be given at the address of such Loan Party specified in, and in accordance with, Section 10.01 of the Amended and Restated DIP Credit Agreement. SECTION 23. No Implied Waivers; Remedies Not Exclusive No failure by the Collateral Agent or any other Secured Party to exercise, and no delay in exercising and no course of dealing with respect to, any right or remedy under any Security Document shall operate as a waiver thereof; nor shall any single or partial 27 exercise by the Collateral Agent or any Secured Party of any right or remedy under any Loan Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified in the Loan Documents are cumulative and are not exclusive of any other rights or remedies provided by law. SECTION 24. Successors and Assigns This Agreement is for the benefit of the Collateral Agent and the Secured Parties. If all or any part of any Secured Party's interest in any Secured Obligation is assigned or otherwise transferred, the transferor's rights hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation. This Agreement shall be binding on the Loan Parties and their respective successors and assigns. SECTION 25. Amendments and Waivers Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing enter into by the parties hereto, with the consent of such Lenders as are required to consent thereto under Section 10.10 of the Amended and Restated DIP Credit Agreement. SECTION 26. Governing Law This Agreement shall be governed by and construed in accordance with (a) the laws of the State of New York, except as required by mandatory provisions of law and except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York and (b) Federal law (including, without limitation, the Bankruptcy Code) to the extent the same has pre-empted the law of the State of New York or such other jurisdiction. SECTION 27. Waiver of Jury Trial EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY SECURITY DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 28 SECTION 28. Severability If any provision of any Security Document is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions of the Security Documents shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and the Secured Parties in order to carry out the intentions of the parties thereto as nearly as may be possible and (ii) the invalidity or unenforceability of such provision in such jurisdiction shall not affect the validity or enforceability thereof in any other jurisdiction. SECTION 29. Adelphia Business Solutions, Inc. Promissory Note. Nothing in this Agreement or any other Loan Document shall be construed to prevent the Parent from entering into that certain Subordination and Intercreditor Agreement, dated as of August 9, 2002 among Beal Bank, S.S.B., a Texas state savings bank and the Parent, as previously approved by the Co-Lead Arrangers. 29 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. ACC CABLE COMMUNICATIONS FL-VA, LLC By: ACC Cable Holdings VA, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC CABLE HOLDINGS VA, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC HOLDINGS II, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC INVESTMENT HOLDINGS, INC. By: /s/ Erland E. Kailbourne ---------------------------------------- Name: Erland E. Kailbourne Title: President ACC OPERATIONS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC TELECOMMUNICATIONS HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC TELECOMMUNICATIONS LLC By: ACC Telecommunications Holdings LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC TELECOMMUNICATIONS OF VIRGINIA LLC By: ACC Telecommunications Holdings LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ACC-AMN HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA ACQUISITION SUBSIDIARY, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA ARIZONA, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA BLAIRSVILLE, LLC By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION ASSOCIATES, L.P. By: Chelsea Communications, Inc., its general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF BOCA RATON, LLC By: Adelphia Cablevision Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF FONTANA, LLC By: Clear Cablevision, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC By: Clear Cablevision, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF NEW YORK, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC By: Mickelson Media, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SAN BERNARDINO, LLC By: Clear Cablevision, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SANTA ANA, LLC By: UCA LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SEAL BEACH, LLC By: Manchester Cablevision, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF SIMI VALLEY, LLC By: UCA LLC, its sole member By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC By: Century New Mexico Cable Television Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC By: Sentinel Communications of Muncie, Indiana, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC By: Huntington CATV, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CALIFORNIA CABLEVISION, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Erland E. Kailbourne ---------------------------------------- Name: Erland E. Kailbourne Title: President 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA CLEVELAND, LLC By: Adelphia of the Midwest, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC By: Adelphia Cablevision Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC By: Adelphia Cablevision Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS OF CALIFORNIA III, 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, L.L.C., its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMMUNICATIONS INTERNATIONAL, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA COMPANY OF WESTERN CONNECTICUT By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA GENERAL HOLDINGS III, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA GS CABLE, 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA GP HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA HARBOR CENTER HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA HOLDINGS 2001, LLC By: Olympus Subsidiary, LLC, its sole member By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA INTERNATIONAL II, LLC By: ACC Operations, Inc., its member By: Adelphia Communications International, Inc., its member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA INTERNATIONAL III, LLC By: ACC Operations, Inc., its member By: Adelphia Communications International, Inc., its member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA OF THE MIDWEST, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA MOBILE PHONES, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA PRESTIGE CABLEVISION, LLC By: Century Cable Holdings, LLC, its sole member By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA TELECOMMUNICATIONS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA WELLSVILLE, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ADELPHIA WESTERN NEW YORK HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ARAHOVA COMMUNICATIONS, INC. By: /s/ Erland E. Kailbourne ---------------------------------------- Name: Erland E. Kailbourne Title: President 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BADGER HOLDING CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BETTER TV, INC. OF BENNINGTON By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BLACKSBURG/SALEM CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BRAZAS COMMUNICATIONS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary BUENAVISION TELECOMMUNICATIONS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CABLE SENTRY CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CALIFORNIA AD SALES, 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CCC-III, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CCC-INDIANA, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CCH INDIANA, L.P. By: CCC-Indiana, Inc., its general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CDA CABLE, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ADVERTISING, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ALABAMA CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ALABAMA HOLDING CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY AUSTRALIA COMMUNICATIONS CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY BERKSHIRE CABLE CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE HOLDINGS, LLC By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE HOLDING CORP. By: /s/ Erland E. Kailbourne ---------------------------------------- Name: Erland E. Kailbourne Title: President CENTURY CABLE MANAGEMENT CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLE OF SOUTHERN CALIFORNIA By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CABLEVISION HOLDINGS, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CAROLINA CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY COLORADO SPRINGS CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY COLORADO SPRINGS PARTNERSHIP By: Paragon Cable Television Inc., a general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY COMMUNICATIONS CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY CULLMAN CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ENTERPRISE CABLE CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY EXCHANGE, LLC By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY FEDERAL, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY GRANITE CABLE TELEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY HUNTINGTON COMPANY By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY INDIANA CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ISLAND ASSOCIATES, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY ISLAND CABLE TELEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY INVESTMENT HOLDING CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY INVESTORS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY KANSAS CABLE TELEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY LYKENS CABLE CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY MENDOCINO CABLE TELEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY MISSISSIPPI CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY MOUNTAIN CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY NEW MEXICO CABLE TELEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY NORWICH CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY OHIO CABLE TELEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY OREGON CABLE CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY PACIFIC CABLE TV, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY PROGRAMMING, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY REALTY CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY SHASTA CABLE TELEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P. By: Century Exchange LLC, its general partner By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Erland E. Kailbourne ---------------------------------------- Name: Erland E. Kailbourne Title: President CENTURY-TCI HOLDINGS, LLC By: Century-TCI California Communications, L.P., its sole member By: Century Exchange LLC, its general partner By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY TRINIDAD CABLE TELEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY VIRGINIA CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY VOICE AND DATA COMMUNICATIONS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY WARRICK CABLE CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY WASHINGTON CABLE TELEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CENTURY WYOMING CABLE TELEVISION CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CHELSEA COMMUNICATIONS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CHESTNUT STREET SERVICES, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CLEAR CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CORAL SECURITY, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary COWLITZ CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary E. & E. CABLE SERVICE, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC By: Eastern Virginia Cablevision, L.P., its sole member By: TMC Holdings Corporation, its general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary EASTERN VIRGINIA CABLEVISION, L.P. By: TMC Holdings Corporation, its general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FAE CABLE MANAGEMENT CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FOP INDIANA, L.P. By: FrontierVision Cable New England, Inc., its general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION CABLE NEW ENGLAND, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION CAPITAL CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION HOLDINGS CAPITAL CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FRONTIERVISION HOLDINGS CAPITAL II CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Erland E. Kailbourne ---------------------------------------- Name: Erland E. Kailbourne Title: President FRONTIERVISION PARTNERS, L.P. By: Adelphia GP Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary FT. MYERS ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary GLOBAL CABLEVISION II, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary THE GOLF CLUB AT WENDING CREEK FARMS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary GRAFTON CABLE COMPANY By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary HARRON CABLEVISION OF NEW HAMPSHIRE, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary HUNTINGTON CATV, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary IMPERIAL VALLEY CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary KALAMAZOO COUNTY CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary KEY BISCAYNE CABLEVISION By: Adelphia Cable Partners, L.P., 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary KOOTENAI CABLE, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary LAKE CHAMPLAIN CABLE TELEVISION CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary LEADERSHIP ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary LOUISA CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MANCHESTER CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MARTHA'S VINEYARD CABLEVISION, L.P. By: Century Cable Holdings, LLC, its general partner By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MERCURY COMMUNICATIONS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MICKELSON MEDIA, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MICKELSON MEDIA OF FLORIDA, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MONUMENT COLORADO CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MOUNTAIN CABLE COMMUNICATIONS CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MOUNTAIN CABLE COMPANY, L.P. By: Pericles Communications Corporation, its' managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MONTGOMERY CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MT. LEBANON CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary MULTI-CHANNEL T.V. CABLE COMPANY By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary NATIONAL CABLE ACQUISITION ASSOCIATES, L.P. By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Erland E. Kailbourne ---------------------------------------- Name: Erland E. Kailbourne Title: President OLYMPUS CAPITAL CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C. By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS COMMUNICATIONS, L.P. By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OLYMPUS SUBSIDIARY, LLC By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OWENSBORO-BRUNSWICK, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OWENSBORO INDIANA, L.P. By: Century Granite Cable Television Corp., its general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary OWENSBORO ON THE AIR, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PAGE TIME, INC By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARAGON CABLE TELEVISION INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARAGON CABLEVISION CONSTRUCTION CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARAGON CABLEVISION MANAGEMENT CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PARNASSOS COMMUNICATIONS, L.P. By: Adelphia Western New York Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Erland E. Kailbourne ---------------------------------------- Name: Erland E. Kailbourne Title: President PERICLES COMMUNICATIONS CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary PULLMAN TV CABLE CO., INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary RENTAVISION OF BRUNSWICK, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary RICHMOND CABLE TELEVISION CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary RIGPAL COMMUNICATIONS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary ROBINSON/PLUM CABLEVISION, L.P. By: Olympus Subsidiary, LLC, its general partner By: Olympus Communications, L.P., its sole member By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SABRES, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SCRANTON CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SOUTHEAST FLORIDA CABLE, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SOUTHWEST COLORADO CABLE, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SOUTHWEST VIRGINIA CABLE, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary S/T CABLE CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary STAR CABLE INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SVHH CABLE ACQUISITION, L.P. By: SVHH Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary SVHH HOLDINGS, LLC By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TELESTAT ACQUISITION LIMITED PARTNERSHIP By: Olympus Communications, L.P., its general partner By: ACC Operations, Inc., its managing general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary THE MAIN INTERNETWORKS, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary THE WESTOVER T.V. CABLE CO., INCORPORATED By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TMC HOLDINGS CORPORATION By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TMC HOLDINGS, LLC By: TMC Holdings Corporation, its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary TRI-STATES, L.L.C. By: Century Cable Holdings, LLC, its sole member By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary UCA LLC By: ACC Operations, Inc., its sole member By: /s/ Erland E. Kailbourne ---------------------------------------- Name: Erland E. Kailbourne Title: President U.S. TELE-MEDIA INVESTMENT COMPANY By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary UPPER ST. CLAIR CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary VALLEY VIDEO, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary VAN BUREN COUNTY CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WARRICK CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WARRICK INDIANA, L.P. By: CCC-III, Inc., its general partner By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WELLSVILLE CABLEVISION, L.L.C. By: Century Cable Holdings, LLC, its sole member By: Century Cable Holding Corp., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary 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 By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WESTERN NY CABLEVISION, L.P. By: Adelphia Western New York Holdings, LLC, its general partner By: ACC Operations, Inc., its sole member By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WESTVIEW SECURITY, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary WILDERNESS CABLE COMPANY By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary YOUNG'S CABLE TV CORP. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary YUMA CABLEVISION, INC. By: /s/ Randall D. Fisher ---------------------------------------- Name: Randall D. Fisher Title: Vice President and Secretary CITICORP USA, INC., as Collateral Agent By: /s/ Michael M. Schadt ---------------------------------------- Title: Vice President EX-10.06 10 a1151459.txt TERMS AND CONDITIONS OF EMPLOYMENT Exhibit 10.06 ------------- Terms and Conditions of Employment between William T. Schleyer ("WTS") and Adelphia Communications Corporation (the "Company") The board of directors of the Company (the "Board") seeks to elect and retain WTS as Chief Executive Officer ("CEO") of the Company and as Chairman of the Board subject to the acceptance by WTS of the terms and conditions of employment set forth in this agreement and approval of this agreement by the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). 1. Position. Upon approval of this agreement by the Bankruptcy Court, WTS shall become CEO and Chairman of the Board. 2. Term. (a) The initial term of this agreement shall commence upon the approval set forth in Section 1 above (the "Effective Date") and continue through and including December 31, 2005. Absent notice by either party prior to June 30, 2005 (and in the case of extensions, prior to each subsequent June 30), this agreement shall be extended automatically for an additional year, and annually thereafter. (b) Notwithstanding any other provisions hereof, for the period between the date of execution of this Agreement and the Effective Date (the "Common-Law Employment Period"), WTS shall be employed as a common-law employee of the Company (but shall not serve as either any officer or director). During the Common-Law Employment Period the Company shall (i) pay to WTS a salary of $9,600 per day, and (ii) reimburse WTS for all reasonable expenses incurred pursuant to his employment during such period, including, but not limited to, expenses for travel and entertainment. 3. Base Salary. WTS's salary shall be $1,275,000, which amount shall not be decreased except upon mutual consent. The Board shall review the base salary annually, but shall not have any obligation to increase such amount. 4. Bonus. A bonus equal to 100 percent of base salary will be guaranteed pro rata for the period between the Effective Date and December 31, 2003, and such bonus shall be paid in December 2003. For years 2004 and 2005 and during any subsequent annual extensions of this agreement, there shall not be any minimum guaranteed bonus. However, WTS will have the opportunity to earn a bonus of 100 percent of base salary for performance at target levels based on performance standards, with smaller or greater bonus opportunities for performance below or above target levels, all as determined by the Board. Such performance targets are expected to include criteria such as: (i) specific increased levels of EBITDA, net income, or other financial performance measures; (ii) successfully exiting from bankruptcy protection at the earliest possible time, consistent with the best interests of the Company and its stakeholders, and generating sustainable levels of profitability; (iii) implementing revised governance and ethical standards; and (iv) retention of existing customers and revenue base while developing new business and retention and recruitment of personnel for key leadership positions. 5. Signing Bonus. WTS shall receive a signing bonus of $1.7 million, which amount shall be payable to WTS in ratable monthly installments based on the number of full and partial calendar months from the month in which the Effective Date occurs until December, 2005. No portion of the signing bonus shall be payable after the date upon which WTS voluntarily 2 terminates employment without Good Reason or is terminated by the Company for Cause and, in the event of termination for Cause, any portion of the signing bonus previously paid to WTS shall be repaid within ten days of the date of such termination. If WTS does not complete the initial term of employment by reason of termination by the Company without Cause, resignation by WTS for Good Reason, death or disability, the then remaining unpaid balance of the signing bonus shall be paid to WTS (or his estate) within 30 days after the date of such termination. 6. Benefits. WTS will be eligible to participate in all normal Company benefits for employees and executives. 7. Liability Insurance. WTS will be covered under the Company's directors and officers liability insurance policy, and the Company will indemnify WTS as and to the extent required by the Indemnity Agreement attached hereto as Exhibit A. 8. Termination of Employment. -------------------------- (a) If WTS's employment is terminated by Company not for Cause or by WTS for Good Reason, in addition to any amounts due under Section 5, WTS will receive a lump sum payment within 30 days after termination of employment equal to three times the sum of WTS's base salary and guaranteed bonus (target bonus during 2004 and thereafter). In any such event, WTS also will be entitled to continued health coverage at employee rates at his sole cost for 18 months following termination of employment. (b) "Good Reason" shall mean (i) a demotion or removal from the positions of CEO or Chairman of the Board; (ii) a material adverse change by the Company in WTS's duties or responsibilities; (iii) a decrease in Base Salary or failure to provide an opportunity to earn 3 performance bonuses as provided in Sections 4 above and 10(a) below; or (iv) any other material breach of this agreement by the Company. "Good Reason" does not include (x) non-renewal of this agreement at the conclusion of its initial term or upon any extension thereof, (y) the failure to grant any annual equity award if established performance standards are satisfied, provided equivalent compensation is provided, (z) implementation of any changes in corporate governance required by laws, rules or regulations of general applicability, (xx) section 8(b)(i) notwithstanding, any order by a court of competent jurisdiction or of any governmental agency removing WTS as Chairman of the Board, or (yy) the failure for any reason of the Company and WTS to enter into a definitive employment agreement embodying the terms of this agreement (which until a definitive agreement is entered into shall be deemed to constitute WTS's employment agreement). Termination by WTS or the Company based on an alleged breach of this agreement, including the alleged existence of Good Reason, shall require not less than 30 days notice to the other party, which shall have an opportunity to cure any such breach within said 30-day period, and WTS shall be required to make any assertion of "Good Reason" within 45 days of the events allegedly giving rise to "Good Reason". (c) If WTS's employment is terminated by Company for Cause or WTS not for Good Reason, WTS will receive salary and other amounts earned but not yet paid (not including any pro-ration for bonuses, which shall not be payable) through the date of termination of employment (except to the extent subject to disgorgement under any applicable legal requirement). The Company shall be entitled to net the amount of any required repayment of the signing bonus against any amounts due to WTS, without waiving or limiting the Company's rights to recover any excess amount due to it. 4 (d) "Cause" shall mean (i) the commission by WTS of (x) a felony or (y) a misdemeanor (excluding a petty misdemeanor) involving dishonesty, fraud, financial impropriety, or moral turpitude; (ii) any knowing or deliberate violation by WTS of a requirement of the Sarbanes-Oxley Act of 2002 or other material provision of the federal securities laws; (iii) neglect or misconduct in the discharge of his duties by WTS (after receiving written notice from the Board specifying the manner in which he is alleged to have failed properly to discharge his duties and after having had the opportunity to cure such failure within 30 days from receipt of such notice); (iv) any conduct that could reasonably be anticipated to result in or materially contribute to (whether by act or by omission to act) a violation by the Company of orders binding on the Company issued by a court of competent jurisdiction resolving material governmental proceedings or investigations relating to governance; (v) material breach by WTS of this agreement, including any of the covenants contained herein (e.g., non-competition, non-solicitation, cooperation with investigations), subject to the notice and cure provisions set forth in the last sentence of Section 8(b) above. "Cause" does not include the non-renewal of this agreement at the conclusion of its initial term or upon any extension thereof. If, after the expiration of any applicable cure period, the Company asserts that grounds exist for termination with Cause, it shall so notify WTS and within 15 days shall afford WTS a hearing before the Board regarding any disputed facts. The Board shall make a final determination regarding the existence of "Cause" upon completion of any such hearing; provided, however, that any determination that "Cause" exists shall require an affirmative vote of two-thirds of the non-employee directors of the Board. If any such determination remains pending after such 15-day period, the Company shall be entitled to suspend WTS's duties pending determination of the existence of "Cause". 5 (e) If WTS's employment is terminated upon Death or Disability. In the event of WTS's death or disability during the term of this agreement, in addition to any amounts due under Section 5, his estate or WTS shall receive a lump sum payment in an amount equal to his then current years' base salary plus a pro rata portion of WTS's target bonus. At the Company's option, this obligation may be satisfied in whole or in part through life insurance or disability policies purchased by the Company. Disability shall be defined as WTS's physical or mental incapacity which continues for a period of not less than six consecutive months or six months in any twelve-month period, as determined by a doctor mutually agreeable to WTS and the Board. WTS and/or his eligible dependents, as applicable, shall be entitled to continued health care coverage at employee rates at their sole cost for 18 months following death or disability. 9. Initial Equity Award. Upon the Company's emergence from bankruptcy, WTS will be entitled to receive an initial equity award of restricted shares valued at $10.2 million at the date of emergence. The fair market value ("FMV") of the restricted shares at the date of emergence will be determined based on the average closing price of the Company's common stock determined over the 15 trading days immediately preceding the 90th day following the date of emergence. All such restricted shares shall vest ratably over a period of three years, such three-year period to commence on the first anniversary of the Effective Date (e.g., if the date of emergence occurs on the second anniversary of the Effective Date, one-third of the restricted shares would be fully vested when granted, and the remaining two-thirds would have vested by the third and fourth anniversaries of the Effective Date, respectively). After releasing such number of shares as shall be necessary to cover taxes due as a result of vesting, 75 percent of the remaining shares shall be restricted as to resale until a date that shall be 6 months following 6 WTS's termination of employment with the Company. With the prior consent of the Company and WTS, awards may be made in the form of restricted deferred share units rather than restricted shares. For the avoidance of doubt, any amount of restricted shares vesting prior to the date of grant shall not be considered vested for tax purposes. 10. Potential Equity Awards. ------------------------ (a) Annual Equity Award. During the tenure of WTS's employment, for each full calendar year following the calendar year in which the Company emerges from bankruptcy, WTS shall be eligible at the targeted performance levels to receive an annual equity award valued at two times the sum of base salary plus target annual bonus based upon achievement of performance objectives to be set for each such year by the Board. Such equity awards shall consist of such mix of restricted shares or stock options as the Board may determine, and shall vest ratably over a period to be determined by the Board of not less than three years from the date of issuance. No such award shall be required if WTS fails to achieve performance levels established by the Board for the applicable year. (b) Stock Options. During the tenure of WTS's employment, commencing at the time of the Company's emergence from bankruptcy and in each calendar year thereafter, WTS shall be eligible to receive grants of stock options to be awarded by the Board on an annual basis in such amount as the Board may determine from shares made available for such purpose in the Company's Plan of Reorganization or in any plan adopted by a vote of the holders of the Company's outstanding equity securities. The decision to issue any such future options shall be discretionary on the part of the Board, which may determine in any given year whether or not to issue additional options to WTS or other executives. 7 (c) If awarded, any initial grant of options received by WTS upon the Company's emergence from bankruptcy shall vest ratably over a period of three years, such three-year period to commence on the first anniversary of the Effective Date (i.e., in the same manner as the initial award of restricted shares), shall be exercisable for a 10-year term and shall have an exercise price equal to the FMV of the shares underlying the options upon emergence (as determined in accordance with Section 9 above). (d) Future discretionary grants of options shall be awarded by the Board reflecting such performance factors as the Board may determine and shall be at such strike prices (equal to or greater than market value at the date of grant) and may contain such vesting periods and other terms as the Board may determine. After providing for sales in amounts necessary to pay income tax on option-related income and the exercise price of options, (i) no such shares received upon exercise of options shall be sold until a date which shall be 12 months following the date of option exercise and (ii) 75 percent of the shares acquired by WTS upon exercise of options shall not be sold until the date that is 6 months following the date WTS's employment with the Company ceases unless the Board shall set a different requirement. (e) Emergence Date Special Award. In addition to the award of restricted shares provided in Section 9 above, upon the Company's emergence from bankruptcy WTS shall receive an additional grant of restricted shares (subject to the same terms and conditions applicable to the award provided for in Section 9 above) of up to $5.1 million if the Board determines that WTS's performance during the pre-emergence period has been exemplary or significantly exceeded the level of performance that could reasonably have been expected. If the Board fails to make any such determination, such additional amount of restricted shares shall not be issued to WTS. 8 11. Treatment of Equity Grants on Termination. ------------------------------------------ (a) In the event of termination of WTS's employment (1) by the Company without Cause, or (2) by WTS for Good Reason (in each case other than due to non-renewal of this agreement at the conclusion of its initial term or upon any extension thereof), all restricted shares, restricted deferred share units, or options then held by WTS shall vest and any options granted (i) upon emergence from bankruptcy shall remain exercisable until the fifth anniversary of WTS's termination of employment, and (ii) subsequent to emergence from bankruptcy (but following the initial grant) shall remain exercisable until the third anniversary of WTS's termination of employment. In the event that either party shall not extend the term of this agreement past the initial term, the vesting period of the initial grants of restricted shares and, if awarded, stock options shall accelerate to the expiration date of this agreement, and such options shall remain exercisable until the fifth anniversary of WTS's termination of employment. (b) In the event of termination of WTS's employment by WTS not for Good Reason or by the Company for Cause (in each case other than due to non-renewal of this agreement at the conclusion of its initial term or upon any extension thereof), any unvested restricted shares, restricted deferred share units, or options shall be forfeited and the exercise period for any vested stock options shall be limited to 30 days in the case of a termination by WTS other than for Good Reason and shall immediately expire in the case of a termination by the Company for Cause. In the event of WTS's death or disability, any unvested restricted shares or restricted deferred share units will be vested ratably in the proportion that WTS's completed months of service bear to the months of service required for vesting, and options will vest and continue to be exercisable until the earlier of the original expiration date or one year following death or disability. 9 12. Relocation. WTS shall be entitled to reimbursement of all reasonable transaction costs and moving expenses associated with relocation in accordance with normal Company policies. 13. Non-Competition/Non-Solicitation. In the event WTS's employment is terminated for any reason, other than expiration of this agreement (including any extensions) without renewal, WTS shall not, during the one-year period from the date of termination, solicit customers on behalf of or become an employee, consultant, advisor, director or assume any other position with any "Competing Enterprise." For purposes of this Agreement, "Competing Enterprise" shall mean any Direct Broadcast Satellite or other multi-channel video provider (including, but not limited to, EchoStar Communications Corp. or DirecTV Broadband, Inc.), any multiple system operator (including, but not limited to Comcast) or any Digital Subscriber Line provider in the continental United States and/or Puerto Rico, in each case that has a service area that overlaps with 10% or more of the service area of the Company. WTS shall also agree to customary confidentiality provisions, which shall continue in effect following expiration of this agreement or other termination of employment other than as to information that has independently become a part of the public domain. WTS shall not solicit employees of the Company for one year following the expiration of this agreement or other termination of employment. WTS shall also agree to customary provisions concerning intellectual property, including copyrights and trademarks, etc. 14. Parachute Gross-Up. The Company will provide a gross-up for any excise tax imposed upon WTS under Internal Revenue Code Section 4999 or similar provisions sufficient to put WTS in the same after-tax position as if such excise tax were not due. The amount of such gross-up shall be determined by the Company's external auditors assuming the highest marginal 10 federal and applicable state tax rates, and WTS shall be entitled to continuing indemnification for any additional tax imposed by taxing authorities relating to such excise tax or gross-up. 15. Legal Fees. Company shall pay WTS's reasonable legal fees at standard hourly rates (but not to exceed $150,000) directly related to negotiation of this agreement and of any definitive employment agreement, and shall gross-up WTS for any taxes payable by WTS resulting from such payment. 16. Dispute Resolution. In the event of any dispute under this agreement or a definitive employment agreement, including without limitation if WTS shall assert the existence of Good Reason or any other breach of this agreement and the Company shall disagree as to the existence of Good Reason or any other asserted breach, WTS and the Company agree that such dispute shall be resolved by binding arbitration to be conducted in the Southern District of New York, unless upon notice the Bankruptcy Court shall determine that any such dispute shall be resolved by the Bankruptcy Court, in which event the Bankruptcy Court shall resolve such dispute. In the event of any such proceeding, the losing party shall reimburse the winning party upon entry of a final award resolving the subject of the dispute for all reasonable legal expenses incurred, unless the arbitrator (or the Bankruptcy Court, if applicable) determines that to do so would be unjust. This agreement shall be governed by the substantive provisions of the laws of the State of New York. 17. Mutual Cooperation. The parties agree to take reasonable steps (without cost to WTS) to minimize the Company's tax obligations with respect to annual compensation. 18. Cooperation with Investigations. WTS agrees that he will fully cooperate, and that he will as CEO direct the Company and all officers, employees, agents, and consultants employed 11 by the Company to cooperate fully, with all governmental investigations of the Company and all orders entered by the Bankruptcy Court. 19. Corporate Aircraft. WTS will be permitted use of corporate aircraft in accordance with the corporate aircraft policy approved by the Board; provided, however, that personal use of corporate aircraft shall not be permitted. 12 AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED: /s/ William T. Schleyer /s/ Erkie Kailbourne - ----------------------------------- ----------------------------------- William T. Schleyer Adelphia Communications Corporation Name: Erkie Kailbourne January 17, 2003 Title: Chairman and Interim Chief Executive Officer January 17, 2003 13 EX-10.07 11 a1169804.txt AMENDMENT NO. 1 TO THE TERMS AND CONDITIONS Exhibit 10.07 ------------- Amendment No. 1 to the Terms and Conditions of Employment between William T. Schleyer ("WTS") and Adelphia Communications Corporation (the "Company") WHEREAS, WTS and the Company wish to amend that certain employment agreement executed on January 17, 2003 (the "Employment Agreement"). NOW, THEREFORE, the parties hereby agree as follows: 1. The third sentence of Section 9 of the Employment Agreement is hereby amended to read in its entirety as follows: "One-third of such restricted shares shall vest on the second anniversary of the Effective Date, an additional one-third shall vest on the first anniversary of the date of the Company's emergence from bankruptcy, and the final one-third shall vest on the second anniversary of such date of emergence." 2. Except as provided in this Amendment No. 1, the terms and conditions of the Employment Agreement shall remain unchanged. /s/ William T. Schleyer - ------------------------------ Adelphia Communications Corporation William T. Schleyer By: /s/ Erkie Kailbourne ------------------------------ February ___, 2003 Name: Erkie Kailbourne Title: Chairman and Interim Chief Executive Officer February ___, 2003 EX-10.08 12 a1175664.txt AMENDMENT NO. 2 TO TERMS AND CONDITIONS Exhibit 10.08 ------------- Amendment No. 2 to the Terms and Conditions of Employment between William T. Schleyer ("WTS") and Adelphia Communications Corporation (the "Company") WHEREAS, WTS and the Company wish to amend that certain employment agreement executed on January 17, 2003, as amended by Amendment No. 1 thereto on February 21, 2003 (the "Employment Agreement"). NOW, THEREFORE, the parties hereby agree as follows: 1. Clause (i) of Section 8(b) of the Employment Agreement is hereby amended to read as follows: "(i) a demotion or removal from the position of CEO or member of the Board;" 2. Clause (ii) of Section 8(b) of the Employment Agreement is hereby amended to read as follows: "(ii) a material adverse change by the Company in WTS's duties or responsibilities, provided that the removal of WTS from his position as Chairman of the Board as a result of the election of a non-executive Chairman of the Board by the nominating committee of the Board after non-binding consultation with WTS shall not constitute Good Reason under this Section 8(b)(ii), so long as WTS shall remain a member of the Board (i.e. without the consent of WTS but after consultation, the Company may elect a non-executive Chairman of the Board);" 3. Upon (a) the favorable resolution of the litigation currently before the Bankruptcy Court between the Company and the Official Committee of Shareholders and (b) the adoption by the Company of a revised plan of corporate governance, the Company shall use its reasonable best efforts to obtain Bankruptcy Court approval to amend Clauses (i) and (ii) of Section 8(b) of the Employment Agreement to read as follows: "(i) a demotion or removal from the positions of CEO or Chairman of the Board; (ii) a material adverse change by the Company in WTS's duties or responsibilities;" 4. Except as provided in this Amendment No. 2, the terms and conditions of the Employment Agreement shall remain unchanged. /s/ William T. Schleyer Adelphia Communications Corporation - --------------------------- William T. Schleyer By: /s/ Erkie Kailbourne ----------------------- Name: Erkie Kailbourne March 5, 2003 Title: Chairman and Interim Chief Executive Officer March 5, 2003 EX-10.09 13 a1154603.txt TERMS AND CONDITIONS OF EMPLOYMENT Exhibit 10.09 ------------- Terms and Conditions of Employment between Ronald Cooper ("RC") and Adelphia Communications Corporation (the "Company") The board of directors of the Company (the "Board") seeks to elect and retain RC as President and Chief Operating Officer ("COO") of the Company subject to the acceptance by RC of the terms and conditions of employment set forth in this agreement and approval of this agreement by the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). 1. Position. Upon approval of this agreement by the Bankruptcy Court, RC shall become President and COO. 2. Term. (a) The initial term of this agreement shall commence upon the approval set forth in Section 1 above (the "Effective Date") and continue through and including December 31, 2005. Absent notice by either party prior to June 30, 2005 (and in the case of extensions, prior to each subsequent June 30), this agreement shall be extended automatically for an additional year, and annually thereafter. (b) Notwithstanding any other provisions hereof, for the period between the date of execution of this Agreement and the Effective Date (the "Common-Law Employment Period"), RC shall be employed as a common-law employee of the Company (but shall not serve as either any officer or director). During the Common-Law Employment Period the Company shall (i) pay to RC a salary of $6,400 per day, and (ii) reimburse RC for all reasonable expenses incurred pursuant to his employment during such period, including, but not limited to, expenses for travel and entertainment. 3. Base Salary. RC's salary shall be $850,000, which amount shall not be decreased except upon mutual consent. The Board shall review the base salary annually, but shall not have any obligation to increase such amount. 4. Bonus. A bonus equal to 100 percent of base salary will be guaranteed pro rata for the period between the Effective Date and December 31, 2003, and such bonus shall be paid in December 2003. For years 2004 and 2005 and during any subsequent annual extensions of this agreement, there shall not be any minimum guaranteed bonus. However, RC will have the opportunity to earn a bonus of 100 percent of base salary for performance at target levels based on performance standards, with smaller or greater bonus opportunities for performance below or above target levels, all as determined by the Board. Such performance targets are expected to include criteria such as: (i) specific increased levels of EBITDA, net income, or other financial performance measures; (ii) successfully exiting from bankruptcy protection at the earliest possible time, consistent with the best interests of the Company and its stakeholders, and generating sustainable levels of profitability; (iii) implementing revised governance and ethical standards; and (iv) retention of existing customers and revenue base while developing new business and retention and recruitment of personnel for key leadership positions. 5. Signing Bonus. RC shall receive a signing bonus of $1,130,000, which amount shall be payable to RC in ratable monthly installments based on the number of full and partial calendar months from the month in which the Effective Date occurs until December, 2005. No portion of the signing bonus shall be payable after the date upon which RC voluntarily terminates 2 employment without Good Reason or is terminated by the Company for Cause and, in the event of termination for Cause, any portion of the signing bonus previously paid to RC shall be repaid within ten days of the date of such termination. If RC does not complete the initial term of employment by reason of termination by the Company without Cause, resignation by RC for Good Reason, death or disability, the then remaining unpaid balance of the signing bonus shall be paid to RC (or his estate) within 30 days after the date of such termination. 6. Benefits. RC will be eligible to participate in all normal Company benefits for employees and executives. 7. Liability Insurance. RC will be covered under the Company's directors and officers liability insurance policy, and the Company will indemnify RC as and to the extent required by the Indemnity Agreement attached hereto as Exhibit A. 8. Termination of Employment. -------------------------- (a) If RC's employment is terminated by Company not for Cause or by RC for Good Reason, in addition to any amounts due under Section 5, RC will receive a lump sum payment within 30 days after termination of employment equal to three times the sum of RC's base salary and guaranteed bonus (target bonus during 2004 and thereafter). In any such event, RC also will be entitled to continued health coverage at employee rates at his sole cost for 18 months following termination of employment. (b) "Good Reason" shall mean (i) a demotion or removal from the positions of President or COO; (ii) a material adverse change by the Company in RC's duties or responsibilities; (iii) a decrease in Base Salary or failure to provide an opportunity to earn 3 performance bonuses as provided in Sections 4 above and 10(a) below; or (iv) any other material breach of this agreement by the Company. "Good Reason" does not include (x) non-renewal of this agreement at the conclusion of its initial term or upon any extension thereof, (y) the failure to grant any annual equity award if established performance standards are satisfied, provided equivalent compensation is provided, (z) implementation of any changes in corporate governance required by laws, rules or regulations of general applicability, or (xx) the failure for any reason of the Company and RC to enter into a definitive employment agreement embodying the terms of this agreement (which until a definitive agreement is entered into shall be deemed to constitute RC's employment agreement). Termination by RC or the Company based on an alleged breach of this agreement, including the alleged existence of Good Reason, shall require not less than 30 days notice to the other party, which shall have an opportunity to cure any such breach within said 30-day period, and RC shall be required to make any assertion of "Good Reason" within 45 days of the events allegedly giving rise to "Good Reason". (c) If RC's employment is terminated by Company for Cause or RC not for Good Reason, RC will receive salary and other amounts earned but not yet paid (not including any pro-ration for bonuses, which shall not be payable) through the date of termination of employment (except to the extent subject to disgorgement under any applicable legal requirement). [The Company shall be entitled to net the amount of any required repayment of the signing bonus against any amounts due to RC, without waiving or limiting the Company's rights to recover any excess amount due to it.] (d) "Cause" shall mean (i) the commission by RC of (x) a felony or (y) a misdemeanor (excluding a petty misdemeanor) involving dishonesty, fraud, financial 4 impropriety, or moral turpitude; (ii) any knowing or deliberate violation by RC of a requirement of the Sarbanes-Oxley Act of 2002 or other material provision of the federal securities laws; (iii) neglect or misconduct in the discharge of his duties by RC (after receiving written notice from the Board specifying the manner in which he is alleged to have failed properly to discharge his duties and after having had the opportunity to cure such failure within 30 days from receipt of such notice); (iv) any conduct that could reasonably be anticipated to result in or materially contribute to (whether by act or by omission to act) a violation by the Company of orders binding on the Company issued by a court of competent jurisdiction resolving material governmental proceedings or investigations relating to governance; (v) material breach by RC of this agreement, including any of the covenants contained herein (e.g., non-competition, non-solicitation, cooperation with investigations), subject to the notice and cure provisions set forth in the last sentence of Section 8(b) above. "Cause" does not include the non-renewal of this agreement at the conclusion of its initial term or upon any extension thereof. If, after the expiration of any applicable cure period, the Company asserts that grounds exist for termination with Cause, it shall so notify RC and within 15 days shall afford RC a hearing before the Board regarding any disputed facts. The Board shall make a final determination regarding the existence of "Cause" upon completion of any such hearing; provided, however, that any determination that "Cause" exists shall require an affirmative vote of two-thirds of the non-employee directors of the Board. If any such determination remains pending after such 15-day period, the Company shall be entitled to suspend RC's duties pending determination of the existence of "Cause". (e) If RC's employment is terminated upon Death or Disability. In the event of RC's death or disability during the term of this agreement, in addition to any amounts due under Section 5, his estate or RC shall receive a lump sum payment in an amount equal to his then 5 current years' base salary plus a pro rata portion of RC's target bonus. At the Company's option, this obligation may be satisfied in whole or in part through life insurance or disability policies purchased by the Company. Disability shall be defined as RC's physical or mental incapacity which continues for a period of not less than six consecutive months or six months in any twelve-month period, as determined by a doctor mutually agreeable to RC and the Board. RC and/or his eligible dependents, as applicable, shall be entitled to continued health care coverage at employee rates at their sole cost for 18 months following death or disability. 9. Initial Equity Award. Upon the Company's emergence from bankruptcy, RC will be entitled to receive an initial equity award of restricted shares valued at $6.8 million at the date of emergence. The fair market value ("FMV") of the restricted shares at the date of emergence will be determined based on the average closing price of the Company's common stock determined over the 15 trading days immediately preceding the 90th day following the date of emergence. All such restricted shares shall vest ratably over a period of three years, such three-year period to commence on the first anniversary of the Effective Date (e.g., if the date of emergence occurs on the second anniversary of the Effective Date, one-third of the restricted shares would be fully vested when granted, and the remaining two-thirds would have vested by the third and fourth anniversaries of the Effective Date, respectively). After releasing such number of shares as shall be necessary to cover taxes due as a result of vesting, 75 percent of the remaining shares shall be restricted as to resale until a date that shall be 6 months following RC's termination of employment with the Company. With the prior consent of the Company and RC, awards may be made in the form of restricted deferred share units rather than restricted shares. For the avoidance of doubt, any amount of restricted shares vesting prior to the date of grant shall not be considered vested for tax purposes. 6 10. Potential Equity Awards. ------------------------ (a) Annual Equity Award. During the tenure of RC's employment, for each full calendar year following the calendar year in which the Company emerges from bankruptcy, RC shall be eligible at the targeted performance levels to receive an annual equity award valued at two times the sum of base salary plus target annual bonus based upon achievement of performance objectives to be set for each such year by the Board. Such equity awards shall consist of such mix of restricted shares or stock options as the Board may determine, and shall vest ratably over a period to be determined by the Board of not less than three years from the date of issuance. No such award shall be required if RC fails to achieve performance levels established by the Board for the applicable year. (b) Stock Options. During the tenure of RC's employment, commencing at the time of the Company's emergence from bankruptcy and in each calendar year thereafter, RC shall be eligible to receive grants of stock options to be awarded by the Board on an annual basis in such amount as the Board may determine from shares made available for such purpose in the Company's Plan of Reorganization or in any plan adopted by a vote of the holders of the Company's outstanding equity securities. The decision to issue any such future options shall be discretionary on the part of the Board, which may determine in any given year whether or not to issue additional options to RC or other executives. (c) If awarded, any initial grant of options received by RC upon the Company's emergence from bankruptcy shall vest ratably over a period of three years, such three-year period to commence on the first anniversary of the Effective Date (i.e., in the same manner as the initial award of restricted shares), shall be exercisable for a 10-year term and shall have an exercise 7 price equal to the FMV of the shares underlying the options upon emergence (as determined in accordance with Section 9 above). (d) Future discretionary grants of options shall be awarded by the Board reflecting such performance factors as the Board may determine and shall be at such strike prices (equal to or greater than market value at the date of grant) and may contain such vesting periods and other terms as the Board may determine. After providing for sales in amounts necessary to pay income tax on option-related income and the exercise price of options, (i) no such shares received upon exercise of options shall be sold until a date which shall be 12 months following the date of option exercise and (ii) 75 percent of the shares acquired by RC upon exercise of options shall not be sold until the date that is 6 months following the date RC's employment with the Company ceases unless the Board shall set a different requirement. (e) Emergence Date Special Award. In addition to the award of restricted shares provided in Section 9 above, upon the Company's emergence from bankruptcy RC shall receive an additional grant of restricted shares (subject to the same terms and conditions applicable to the award provided for in Section 9 above) of up to $3.4 million if the Board determines that RC's performance during the pre-emergence period has been exemplary or significantly exceeded the level of performance that could reasonably have been expected. If the Board fails to make any such determination, such additional amount of restricted shares shall not be issued to RC. 11. Treatment of Equity Grants on Termination. ------------------------------------------ (a) In the event of termination of RC's employment (1) by the Company without Cause, or (2) by RC for Good Reason (in each case other than due to non-renewal of this agreement at the conclusion of its initial term or upon any extension thereof), all restricted 8 shares, restricted deferred share units, or options then held by RC shall vest and any options granted (i) upon emergence from bankruptcy shall remain exercisable until the fifth anniversary of RC's termination of employment, and (ii) subsequent to emergence from bankruptcy (but following the initial grant) shall remain exercisable until the third anniversary of RC's termination of employment. In the event that either party shall not extend the term of this agreement past the initial term, the vesting period of the initial grants of restricted shares and, if awarded, stock options shall accelerate to the expiration date of this agreement, and such options shall remain exercisable until the fifth anniversary of RC's termination of employment. (b) In the event of termination of RC's employment by RC not for Good Reason or by the Company for Cause (in each case other than due to non-renewal of this agreement at the conclusion of its initial term or upon any extension thereof), any unvested restricted shares, restricted deferred share units, or options shall be forfeited and the exercise period for any vested stock options shall be limited to 30 days in the case of a termination by RC other than for Good Reason and shall immediately expire in the case of a termination by the Company for Cause. In the event of RC's death or disability, any unvested restricted shares or restricted deferred share units will be vested ratably in the proportion that RC's completed months of service bear to the months of service required for vesting, and options will vest and continue to be exercisable until the earlier of the original expiration date or one year following death or disability. 12. Relocation. RC shall be entitled to reimbursement of all reasonable transaction costs and moving expenses associated with relocation in accordance with normal Company policies. 13. Non-Competition/Non-Solicitation. In the event RC's employment is terminated for any reason, other than expiration of this agreement (including any extensions) without renewal, RC 9 shall not, during the one-year period from the date of termination, solicit customers on behalf of or become an employee, consultant, advisor, director or assume any other position with any "Competing Enterprise." For purposes of this Agreement, "Competing Enterprise" shall mean any Direct Broadcast Satellite or other multi-channel video provider (including, but not limited to, EchoStar Communications Corp. or DirecTV Broadband, Inc.), any multiple system operator (including, but not limited to Comcast) or any Digital Subscriber Line provider in the continental United States and/or Puerto Rico, in each case that has a service area that overlaps with 10% or more of the service area of the Company. RC shall also agree to customary confidentiality provisions, which shall continue in effect following expiration of this agreement or other termination of employment other than as to information that has independently become a part of the public domain. RC shall not solicit employees of the Company for one year following the expiration of this agreement or other termination of employment. RC shall also agree to customary provisions concerning intellectual property, including copyrights and trademarks, etc. 14. Parachute Gross-Up. The Company will provide a gross-up for any excise tax imposed upon RC under Internal Revenue Code Section 4999 or similar provisions sufficient to put RC in the same after-tax position as if such excise tax were not due. The amount of such gross-up shall be determined by the Company's external auditors assuming the highest marginal federal and applicable state tax rates, and RC shall be entitled to continuing indemnification for any additional tax imposed by taxing authorities relating to such excise tax or gross-up. 15. Legal Fees. Company shall pay RC's reasonable legal fees at standard hourly rates (but not to exceed $150,000) directly related to negotiation of this agreement and of any definitive employment agreement, and shall gross-up RC for any taxes payable by RC resulting from such payment. 10 16. Dispute Resolution. In the event of any dispute under this agreement or a definitive employment agreement, including without limitation if RC shall assert the existence of Good Reason or any other breach of this agreement and the Company shall disagree as to the existence of Good Reason or any other asserted breach, RC and the Company agree that such dispute shall be resolved by binding arbitration to be conducted in the Southern District of New York, unless upon notice the Bankruptcy Court shall determine that any such dispute shall be resolved by the Bankruptcy Court, in which event the Bankruptcy Court shall resolve such dispute. In the event of any such proceeding, the losing party shall reimburse the winning party upon entry of a final award resolving the subject of the dispute for all reasonable legal expenses incurred, unless the arbitrator (or the Bankruptcy Court, if applicable) determines that to do so would be unjust. This agreement shall be governed by the substantive provisions of the laws of the State of New York. 17. Mutual Cooperation. The parties agree to take reasonable steps (without cost to RC) to minimize the Company's tax obligations with respect to annual compensation. 18. Cooperation with Investigations. RC agrees that he will fully cooperate, and that he will as COO direct the Company and all officers, employees, agents, and consultants employed by the Company to cooperate fully, with all governmental investigations of the Company and all orders entered by the Bankruptcy Court. 19. Corporate Aircraft. RC will be permitted use of corporate aircraft in accordance with the corporate aircraft policy approved by the Board; provided, however, that personal use of corporate aircraft shall not be permitted. 11 AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED: /s/ Ronald Cooper /s/ Erkie Kailbourne - ----------------------------------- ----------------------------------- Ronald Cooper Adelphia Communications Corporation Name: Erkie Kailbourne January 17, 2003 Title: Chairman and Interim Chief Executive Officer January 17, 2003 12 EX-10.10 14 a1169869.txt AMENDMENT NO. 1 TO THE TERMS AND CONDITIONS Exhibit 10.10 ------------- Amendment No. 1 to the Terms and Conditions of Employment between Ronald Cooper ("RC") and Adelphia Communications Corporation (the "Company") WHEREAS, RC and the Company wish to amend that certain employment agreement executed on January 17, 2003 (the "Employment Agreement"). NOW, THEREFORE, the parties hereby agree as follows: 1. The third sentence of Section 9 of the Employment Agreement is hereby amended to read in its entirety as follows: "One-third of such restricted shares shall vest on the second anniversary of the Effective Date, an additional one-third shall vest on the first anniversary of the date of the Company's emergence from bankruptcy, and the final one-third shall vest on the second anniversary of such date of emergence." 2. Except as provided in this Amendment No. 1, the terms and conditions of the Employment Agreement shall remain unchanged. /s/ Ronald Cooper - ------------------------------ Adelphia Communications Corporation Ronald Cooper By: /s/ Erkie Kailbourne ------------------------------ February 21, 2003 Name: Erkie Kailbourne Title: Chairman and Interim Chief Executive Officer February ___, 2003 EX-10.11 15 a1055802.txt LETTER AGREEMENT Exhibit 10.11 ------------- May 21, 2002 Mr. Leslie J. Gerber Chairman of the Special Committee of the Board of Directors Mr. Erland E. Kailborne Chairman of the Board and Interim Chief Executive Officer Adelphia Communications Corporation One North Main Street Coudersport, PA 16915-1141 Gentlemen: This letter confirms the engagement of Conway, Del Genio, Gries & Co., LLC ("CDG") by Adelphia Communications Corporation ("Adelphia" or the "Company") on behalf of the Company to perform restructuring services with respect to Adelphia and its wholly owned subsidiaries and certain other affiliates. Objectives, Scope and Approach - ------------------------------ Our objective will be to assist and advise the Company and the Special Committee with respect to managing the process leading to a possible refinancing, restructuring or modification of any or all of Adelphia's existing debt, other obligations or equity securities (the "Restructuring"). In that regard, Ronald F. Stengel, a Senior Managing Director of CDG, may become Chief Restructuring Officer of the Company at such time as Mr. Stengel and Mr. Kailborne agree, while remaining a full-time employee of CDG. Initially, CDG, including Mr. Stengel, shall serve in an advisory capacity. The scope of our engagement includes: (i) assistance in managing the Company's resources in support of the Company's restructuring and reorganization activities; (ii) assistance in the preparation of an operating plan, cash flow forecasts, and business plans including presentations of such plans and forecasts to the Special Committee and the Company's lenders; (iii) assistance in the development and execution of plans to dispose of non-core assets; Page 2 May 21, 2002 (iv) assistance in the development and execution of the Company's overhead reduction plans; (v) assistance in the preparation of reports, and communications with the Company's lenders and other constituencies; (vi) assistance in the development, negotiation and execution of a restructuring of the Company's existing obligations including negotiations for the further extension of credit from existing sources and negotiations with new sources of financing. During the course of this engagement, CDG shall report to the Board of Directors or, as appropriate, its Special Committee and have direct access to the Board and Special Committee and shall, with the Company's senior management, develop proposals for the Board's and, as appropriate, the Special Committee's consideration to address the Company's financial and operating performance. Notwithstanding anything contained in this agreement to the contrary, CDG makes no representations or warranties about the Company's ability to (i) successfully improve its operations, (ii) maintain sufficient liquidity to operate its business, or (iii) successfully complete a restructuring. Staffing - -------- Our services will be led by Ronald F. Stengel, a Senior Managing Director of CDG. Ron will be assisted by Brian J. Fox, a Managing Director. Two additional personnel who are Vice Presidents of CDG, will be assigned to the engagement. Other staff will be provided as required. All such increases in staffing shall be discussed with and agreed to by Mr. Kailborne prior to implementation of any staffing increase. Other Requirements - ------------------ If and when Mr. Stengel becomes Chief Restructuring Officer of the Company, the Company shall name Mr. Stengel on its Directors and Officers insurance policies and name Mr. Stengel on its employment practices rider to its Directors and Officers insurance policies. Page 3 May 21, 2002 Fees & Expenses - --------------- For CDG's services provided pursuant to this agreement, it is agreed that the Company shall pay a monthly fee of $250,000 (the "Monthly Fee"), payable in advance. In addition, we will require a retainer in the amount of $500,000 upon the signing of this letter which, if unused, will be applied against unpaid invoices at the completion of our assignment or returned to the Company. This agreement may be terminated by either party on 30 days written notice to the other party. To the extent that there are changes to the scope of our engagement or it is mutually agreed that CDG will commit additional staff members, the parties shall mutually agree on an adjustment to the Monthly Fee, subject to a further writing. In addition to the foregoing, CDG will bill monthly in arrears for the reimbursement of all of its reasonable out-of-pocket expenses (including travel, telephone and facsimile, courier and copy expenses) incurred in connection with CDG's engagement hereunder. Other Matters - ------------- The Company further agrees to (x) indemnify Conway, Del Genio, Gries & Co., LLC and its affiliates and their respective members, directors, officers, employees, agents and controlling parties (Conway, Del Genio, Gries & Co., LLC and each such person being an "Indemnified Party") from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which such Indemnified Party may become subject under any applicable law as a result of, or otherwise related to, (i) a breach of any representation, warranty, covenant or other agreement of you contained herein and (ii) this letter or any work performed pursuant thereto and (y) reimburse each such Indemnified Party for all expenses (including legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be liable under the foregoing indemnification provision to any Indemnified Party to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court to have resulted from such Indemnified Party's bad faith or gross negligence. If the indemnification or reimbursement provided for in this paragraph of this agreement is judicially determined to be unavailable (other than in accordance with the terms hereof) to an Indemnified Party in respect of any losses, claims, damages, liabilities or expenses referred to herein, then, in lieu of indemnifying such Indemnified Party hereunder, the Company shall contribute the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits of the Engagement or (ii) if the allocation provided by clause (i) above is not available, in such proportion as is appropriate to reflect not only Page 4 May 21, 2002 the relative benefits referred to in such clause (i) but also the relative fault of each of us, as well as any other relevant equitable considerations; provided, however, in no event shall Conway, Del Genio, Gries & Co., LLC's aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received under this letter. In addition, we will bill the Company and the Company agrees to pay promptly for any time and expenses (including time and expenses of legal counsel) we may incur in considering or responding to discovery requests or participating as a witness or otherwise in any legal, regulatory, or other proceeding as a result of our performance of these services. Any controversy or claim arising out of or relating to this Agreement or the services provided by Conway, Del Genio, Gries & Co., LLC pursuant thereto (including any such matter involving any parent, subsidiary, affiliate, successor in interest, or agent of the Company or of Conway, Del Genio, Gries & Co., LLC) shall be submitted first to voluntary mediation, and if mediation is not successful, then to binding arbitration, in accordance with the dispute resolution procedures set forth in the Attachment to this Agreement. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this agreement is held to be void, invalid, or otherwise unenforceable, in whole or part, the remaining portions of this agreement shall remain in effect. This agreement shall be governed by the internal substantive laws and not the choice of law rules of the State of New York. Any advice (written or oral) rendered by Conway, Del Genio, Gries & Co., LLC pursuant to this engagement may not be disclosed publicly without prior consent. Page 5 May 21, 2002 This engagement is important to us and we appreciate the opportunity to serve you. If you are in agreement with the terms set forth herein, please indicate by signing and returning this letter along with the payment in the amount of $750,000 representing the retainer and the first Monthly Fee. Very truly yours, Conway, Del Genio, Gries & Co., LLC By /s/ Ronald F. Stengel -------------------------------- Ronald F. Stengel Senior Managing Director Consented and Agreed to Adelphia Communications Corporation By /s/ Erland E. Kailborne --------------------------------- Erland E. Kailborne Chairman of the Board and Interim Chief Executive Officer Date: As of May 21, 2002 Page 6 May 21, 2002 Attachment Dispute Resolution Procedures The following procedures shall be used to resolve any controversy or claim ("dispute") as provided in our agreement dated May 21, 2002 (the "Agreement"). If any of these provisions are determined to be invalid or unenforceable, the remaining provisions shall remain in effect and binding on the parties to the fullest extent permitted by law. Mediation A dispute shall be submitted to mediation by written notice to the other party or parties. In the mediation process, the parties will try to resolve their differences voluntarily with the aid of an impartial mediator, who will attempt to facilitate negotiations. The mediator will be selected by agreement of the parties. If the parties cannot otherwise agree on a mediator, one will be appointed by the American Arbitration Association ("AAA"). However, any mediator appointed by the AAA must be acceptable to all parties. The mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. Arbitration If a dispute has not been resolved within 90 days after the written notice beginning the mediation process (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate and the dispute will be settled by arbitration. The arbitration will be conducted in accordance with the procedures in this document and the Commercial Arbitration Rules of the AAA. In the event of a conflict, the provisions of this document will control. The arbitration will be conducted before a panel of three arbitrators, regardless of the size of the dispute, to be selected as follows: CDG and the Company will each select one arbitrator and the third arbitrator will be chosen by the two previously selected arbitrators. Any issue concerning the extent to Page 7 May 21, 2002 which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these procedures. Unless provided otherwise in the Agreement, the arbitrators shall have no power to award (i) damages inconsistent with the Agreement or (ii) punitive damages or any other damages not measured by the prevailing party's actual damages, and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a federal court deciding the matter in the same jurisdiction. No discovery will be permitted in connection with the arbitration unless it is expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests. The result of the arbitration will be binding on the parties, and judgment on the arbitrators' award may be entered in any court having jurisdiction. EX-10.12 16 a1073797a.txt INDEMNIFICATION AGREEMENT Exhibit 10.12 ------------- Execution Copy INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement") is made and entered into this 16th day of October, 2002 between Adelphia Communications Corporation, a Delaware corporation (the "Company"), and Anthony Kronman ("Indemnitee"), a director of the Company. WHEREAS, the Indemnitee has been nominated to serve on the Company's board of directors (the "Board") and agrees, on the condition that he be so indemnified, to serve as a director of the Company and in such capacity will render services to the Company; WHEREAS, the Company is aware that because of the increased exposure to litigation subjecting directors to expensive litigation risks, talented and experienced persons are increasingly reluctant to serve or continue to serve as directors and officers of corporations unless they are appropriately indemnified; WHEREAS, the Company is also aware that statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous or conflicting and therefore fail to provide directors with adequate guidance regarding the proper course of action; WHEREAS, the Company desires to attract and retain the services of highly experienced and capable individuals, such as Indemnitee, to serve as directors of the Company and to indemnify its directors so as to provide them with the maximum protection permitted by law; WHEREAS, the Company believes that it is fair and proper to protect the Company's directors from the risk of judgments, settlements and other expenses which may occur as a result of their service to the Company, even in cases in which such persons received no personal profit or were not otherwise culpable; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee, intending to be legally bound, hereby agree as follows: SECTION 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "Change of Control" shall be deemed to have occurred in any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regardless of whether the Company is then subject to such reporting requirement; (ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company's then outstanding voting securities; (iii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; (iv) all or substantially all the assets of the Company are sold or disposed of in a transaction or series of related transactions; or (v) the individuals who on the date hereof constitute the Board (including, for this purpose, any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof) cease for any reason to constitute at least a majority of the Board. (b) "Enterprise" means any Person of which Indemnitee is or was a Fiduciary. (c) "Expenses" means all direct and indirect costs (including, without limitation, attorneys' fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or out-of-pocket expenses) actually, reasonably and customarily incurred in connection with (i) any Proceeding, (ii) establishing or enforcing any right to indemnification or advancement of expenses under this Agreement, applicable law, any other agreement or provision of the Company's Certificate of Incorporation or By-laws now or hereafter in effect or otherwise, or (iii) the review and preparation of this Agreement on behalf of Indemnitee; provided, however, that "Expenses" shall not include any Liabilities. (d) "Fiduciary" means an individual serving as a director, officer, trustee, general partner, managing member, fiduciary, board of directors' committee member, employee or agent of (i) the Company, (ii) any resulting corporation in connection with a consolidation or merger to which the Company is a party, or (iii) any other Person (including an employee benefit plan) at the request of the Company, including any service with respect to an employee benefit plan, its participants or its beneficiaries. (e) "Independent Counsel" means a nationally recognized law firm, or a member of a nationally recognized law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or the Indemnitee in any matter material to either such party (other than with respect to matters concerning the rights of Indemnitee under this Agreement or of other indemnities under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. For the avoidance of doubt, any law firm or member of a law firm that shall have advised either party with respect to the review and preparation of this Agreement shall not be Independent Counsel for the purposes of this Agreement. (f) "Liabilities" means liabilities of any type whatsoever incurred by reason of (i) the fact that Indemnitee is or was a Fiduciary, or (ii) any action taken (or failure to act) by him or on his behalf in his capacity as a Fiduciary, including, but not limited to, any judgments, fines (including any excise taxes assessed on Indemnitee with respect to an employee benefit plan), ERISA excise taxes and penalties, and penalties and amounts paid in settlement of any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement). -2- (g) "Person" means any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust, estate, governmental unit or other enterprise or entity. (h) "Proceeding" shall mean any threatened, pending or completed investigation, civil or criminal action, third-party action, derivative action, claim, suit, arbitration, counterclaim, cross claim, alternative dispute resolution mechanism, inquiry, administrative hearing or any other proceeding whether civil, criminal, administrative, legislative or investigative, including any appeal therefrom in which Indemnitee was involved as a party or otherwise by reason of (i) the fact that Indemnitee is or was a Fiduciary, or (ii) any action taken (or failure to act) by him or on his behalf in his capacity as a Fiduciary. (i) "Subsidiary" means any Person of which a majority of the outstanding voting securities or other voting equity interests are owned, directly or indirectly by the Company. SECTION 2. Services by the Indemnitee. Subject to the effectiveness of this Agreement pursuant to Section 13 hereof, the Indemnitee agrees to serve as a director of the Company at the will of the Company for so long as the Indemnitee is duly elected and qualified, appointed or until such time as the Indemnitee tenders a resignation in writing or is removed as a director in accordance with the Company's Bylaws as amended from time to time; provided, however, the Indemnitee may at any time and for any reason resign from such position. SECTION 3. Indemnification. (a) Indemnification. Subject to the further provisions of this Agreement, the Company hereby agrees to and shall indemnify Indemnitee and hold him harmless from and against any and all Expenses and Liabilities incurred by Indemnitee or on Indemnitee's behalf, to the fullest extent permitted by applicable law in effect on the date hereof, and to such greater extent as applicable law may thereafter permit or authorize. (b) Presumptions. (i) Upon making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement to indemnification under Section 4(c) hereof, the Company shall have the burdens of coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. -3- (ii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the Person empowered or selected under Section 4(c) hereof to determine whether Indemnitee is entitled to indemnification shall not have made a determination within twenty (20) calendar days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (B) a prohibition of such indemnification under applicable law. (iv) The knowledge and/or actions, or failure to act, of any other Fiduciary shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement. (c) Effect of Certain Proceedings. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, that Indemnitee had reason to believe his or her conduct was unlawful. SECTION 4. Expenses; Indemnification Procedure. (a) Advancement of Expenses. The Company shall advance all Expenses incurred by Indemnitee or on Indemnitee's behalf, without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee hereby undertakes to repay such amounts advanced if, and only to the extent that, it shall be determined by a final judgment or other final adjudication, not subject to further appeal or review, that Indemnitee is not entitled to be indemnified by the Company as authorized hereby, or under applicable law or otherwise. The advances to be made hereunder shall be paid by the Company to Indemnitee within twenty (20) calendar days following delivery of any written request, from time to time, by Indemnitee to the Company. Any overdue amount of such Expenses to be paid by the Company hereunder shall bear interest, compounded monthly, at a rate of 8% per annum. Advances payable hereunder shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred -4- preparing and forwarding any statements to the Company to support the advances claimed. (b) Notice by Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall, as promptly as reasonably practicable under the circumstances, notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or any other matter which may be subject to indemnification of Liabilities or advancement of Expenses covered by this Agreement; provided however, that any delay or failure to so notify the Company shall relieve the Company of its obligations hereunder only to the extent, if at all, that the Company is actually and materially prejudiced by reason of such delay or failure. Notice to the Company shall be directed to the President/Chief Executive Officer of the Company, with a copy to the Company's outside counsel, at the addresses shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee) in accordance with Section 18 hereof. (c) Determination of Entitlement to Indemnification. Upon the receipt of any notice pursuant to Section 4(b) hereof, a determination, if expressly required by applicable law, with respect to Indemnitee's entitlement to indemnification hereunder shall be made within twenty (20) calendar days by (i) a majority vote of the Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, even though less than a quorum or (ii) by a committee of such directors designated by majority vote of such directors even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by Independent Counsel in a written opinion to the Board (a copy of which opinion shall be delivered to Indemnitee); provided, however, that if there has been a Change of Control at or prior to the time of such notice by Indemnitee, Indemnitee's entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the reasonable fees of any Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. If, pursuant to the foregoing, it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within twenty (20) calendar days from the date of notice by Indemnitee pursuant to Section 4(b) hereof. Indemnitee shall reasonably cooperate in the making of such determination, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. For the avoidance of doubt, any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the Person making such determination shall be included as Expenses for the purposes of this Agreement. Nothing in this Section 4(c) shall be construed to limit or modify the presumptions in favor of Indemnitee set forth in Section 3(b). (d) Notice to Insurers. If, at the time of the receipt of any notice of any Proceeding pursuant to Section 4(b) hereof, the Company has directors' and officers' liability insurance in effect, then the Company shall give prompt notice of the -5- commencement of such Proceeding to the directors' and officers' liability insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or appropriate action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of such insurers to pay any such amount shall not affect or impair the obligations of the Company under this Agreement. (e) Control of Defense; Counsel Costs; Settlement. In connection with paying the Expenses of any Proceeding against Indemnitee under Section 4(a), the Company shall be entitled to elect to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, by the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of separate counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided, that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee's expense; and provided, further (ii) if (A) the employment of counsel by Indemnitee has been authorized by the Company, (B) Indemnitee shall have reasonably concluded that there is an actual conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not have employed counsel to assume the defense of such Proceeding, then in any such event the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought in the name of or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in (B) above. Notwithstanding the foregoing, if at any time the Company fails to pay any Expenses with respect to any Proceeding in accordance with Section 4(a) hereof, Indemnitee shall immediately be entitled to assume and control his own defense in such Proceeding with counsel of his own choice (by notice to the Company), and will have all rights to indemnification of those counsel Expenses hereunder. The Company shall not settle any action or claim in any manner that would impose any limitation or unindemnified penalty on Indemnitee without Indemnitee's written consent, which consent shall not be unreasonably withheld. SECTION 5. Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 4(c) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4(a) hereof, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 4(c) hereof within twenty (20) calendar days after receipt by the Company of notice pursuant to Section 4(b) hereof, or (iv) payment of indemnification is not made pursuant to the third last sentence of Section 4(c) hereof within twenty (20) calendar days after the date of notice by Indemnitee pursuant to Section 4(b) hereof, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery or other court of competent jurisdiction of his entitlement to such indemnification, advancement of Expenses, or to recover damages for breach of this Agreement. The Company shall not oppose Indemnitee's right to seek any such adjudication. (b) In the event that a determination shall have been made pursuant to Section 4(c) of this Agreement that Indemnitee is not entitled to indemnification, any -6- judicial proceeding commenced pursuant to this Section 5 shall be conducted in all respects as a de novo trial and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 5 the Company shall have the burdens of coming forward with evidence and of persuasion to prove that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 4(c) of this Agreement adverse to Indemnitee for any purpose. If a determination shall have been made pursuant to Section 4(c) hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 5, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (c) In the event that Indemnitee, pursuant to this Section 5, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication. If it shall be determined in said judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication. (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 5 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. SECTION 6. Nonexclusivity. The indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, the Company's Bylaws, any agreement, any vote of shareholders or disinterested directors, the General Corporation Law of the State of Delaware (the "DGCL") or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. SECTION 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses or Liabilities actually or reasonably incurred by Indemnitee in investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which Indemnitee is entitled. SECTION 8. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, U.S. Federal law or applicable public policy may prohibit the Company from advancing expenses or indemnifying its directors under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right -7- under public policy to indemnify Indemnitee. Any action taken pursuant to the terms of this Section 8 shall not constitute a breach of this Agreement. SECTION 9. Directors' and Officers' Liability Insurance. The Company shall use its best efforts to obtain and maintain on an ongoing basis a policy or policies of insurance on commercially reasonable terms with reputable insurance companies providing liability insurance for Fiduciaries, including Indemnitee, in respect of acts or omissions occurring while serving in such capacity, and to ensure the Company's performance of its indemnification obligations under this Agreement, on terms with respect to coverage and amount (including with respect to the payment of Expenses) no less favorable than those of such policy or policies of insurance in effect on the date hereof. To the extent that the Company maintains a policy or policies of insurance pursuant to this Section 9, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any Fiduciary under such policy or policies. SECTION 10. Severability. If this Agreement or any portion hereof shall be invalidated or ruled to be unenforceable on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by applicable law and the court is expressly requested and authorized to construe this Agreement in order, as closely as possible, to provide the benefits to Indemnitee intended by this Agreement. SECTION 11. Duration of Agreement. The indemnification provided under this Agreement shall continue as to the Indemnitee for any action taken or not taken while serving as a Fiduciary even though Indemnitee may have ceased to serve in such capacity at the time of any action or other covered proceeding. SECTION 12. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee as follows: (a) Excluded Acts. No indemnification shall be made for any acts or omissions or transactions, if and to the extent that it shall be determined by a final judgment or other final adjudication, not subject to further appeal or review, that a director may not be relieved of liability arising from any such acts or omissions or transactions under the DGCL. (b) Indemnitee Liable to Company. No indemnification shall be made in respect of any Proceeding, claim, issue or matter as to which it shall have been determined by a final judgment or other final adjudication, not subject to further appeal or review, that Indemnitee is liable to the Company unless and only to the extent that such final judgment or other final adjudication shall determine that, despite the adjudication of liability but in view of all of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the court deems proper and then only to the extent that the court shall determine. (c) Claims Initiated by Indemnitee. No indemnification or advance of Expenses to Indemnitee shall be made with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to such Proceedings brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement or any other statute or applicable law or otherwise as -8- required under Section 145(c) of the DGCL or any other provision of the Certificate of Incorporation or Bylaws of the Company, unless (i) the Board of Directors has approved the initiation or bringing of such Proceeding (or any part of any Proceeding) or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. (d) Lack of Good Faith. No indemnification shall be made to indemnify Indemnitee for any Expenses or Liabilities incurred by Indemnitee with respect to any Proceedings instituted by Indemnitee to enforce or interpret this Agreement, if it shall be determined by a final judgment or other final adjudication, not subject to further appeal or review, that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; (e) Insured Claims. No indemnification shall be made to indemnify Indemnitee for Expenses or Liabilities of any type whatsoever if, but only to the extent that, Indemnitee shall have actually received payment with respect to any such Expenses or Liabilities from an insurer under any policy of directors' and officers' liability insurance maintained by the Company, and any such payment shall not be recovered (in whole or in part) from Indemnitee by such insurer; (f) Claims under Section 16(b). No indemnification shall be made under this Agreement for Expenses, Liabilities and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar state or local law with respect to the disgorgement of "short swing" profits; or (g) Unauthorized Settlements. No indemnification shall be made under this Agreement for any amounts paid in settlement of any Proceedings covered hereby without the prior consent of the Company to such settlement, which consent shall not be unreasonably withheld; provided, that nothing in this Section 12 shall be construed to limit or modify the presumptions in favor of Indemnitee set forth in Section 3(b). SECTION 13. Effectiveness of Agreement. The indemnification permitted under the terms of certain provisions of this Agreement shall be effective as of the date of approval of this Agreement by the U.S. Bankruptcy Court overseeing the Company's case under chapter 11 of title 11 of the U.S. Code (the "Bankruptcy Court"), in an order stating that no further approval by the Bankruptcy Court shall be required before the Company makes any payment to Indemnitee hereunder, and shall apply to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was a Fiduciary at the time such act or omission occurred. SECTION 14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, and all of which shall constitute one and the same agreement. -9- SECTION 15. Successors and Assigns. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in the form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place. (b) The indemnification and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue as to a person who has ceased to be a Fiduciary. If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, when requested in writing by the spouse of the Indemnitee, and/or the Indemnitee's heirs, executors, administrators, legatees or assigns, the Company shall provide appropriate evidence of the Company's agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses. SECTION 16. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. SECTION 17. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand or by courier and receipted for by the part addressee, on the date of such receipt, (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked or (iii) if sent by facsimile transmission and fax confirmation is received, on the next business day following the date on which such facsimile transmission was sent. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice. SECTION 18. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall, at the Company's expense, execute all documents required and do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. SECTION 19. Evidence of Coverage. Upon request by Indemnitee, the Company shall provide copies of any and all directors' and officers' liability insurance policies obtained and maintained in accordance with Section 9 of this Agreement. The Company shall -10- promptly notify Indemnitee of any changes in the Company's directors' and officers' liability insurance coverage. SECTION 20. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without application of the conflict of laws principles thereof. SECTION 21. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction and venue of the Bankruptcy Court and the courts of the State of New York for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement. SECTION 22. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement. -11- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written. ADELPHIA COMMUNICATIONS CORPORATION One North Main Street Coudersport, PA 16915 By: /s/ Randall D. Fisher ------------------------------ With a copy to: Boies, Schiller & Flexner, LLP 80 Business Park Drive Suite 110 Armonk, New York 10504-1710 Attn: Christopher Boies Facsimile: (914) 273-1534 and Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 Attn: Maurice Lefkort Facsimile: (212) 728-8111 AGREED TO AND ACCEPTED: INDEMNITEE: Anthony Kronman c/o Yale Law School Room 104 127 Wall Street New Haven, CT 06511 /s/ Anthony Kronman ------------------------------ With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Mr. Lewis B. Kaden Fax: (212) 450-4800 -12- EX-10.13 17 a1073797b.txt INDEMNIFICATION AGREEMENT Exhibit 10.13 ------------- Execution Copy INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement") is made and entered into this 31st day of October, 2002 between Adelphia Communications Corporation, a Delaware corporation (the "Company"), and Rodney Cornelius ("Indemnitee"), a director of the Company. WHEREAS, the Indemnitee has been nominated to serve on the Company's board of directors (the "Board") and agrees, on the condition that he be so indemnified, to serve as a director of the Company and in such capacity will render services to the Company; WHEREAS, the Company is aware that because of the increased exposure to litigation subjecting directors to expensive litigation risks, talented and experienced persons are increasingly reluctant to serve or continue to serve as directors and officers of corporations unless they are appropriately indemnified; WHEREAS, the Company is also aware that statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous or conflicting and therefore fail to provide directors with adequate guidance regarding the proper course of action; WHEREAS, the Company desires to attract and retain the services of highly experienced and capable individuals, such as Indemnitee, to serve as directors of the Company and to indemnify its directors so as to provide them with the maximum protection permitted by law; WHEREAS, the Company believes that it is fair and proper to protect the Company's directors from the risk of judgments, settlements and other expenses which may occur as a result of their service to the Company, even in cases in which such persons received no personal profit or were not otherwise culpable; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee, intending to be legally bound, hereby agree as follows: SECTION 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "Change of Control" shall be deemed to have occurred in any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regardless of whether the Company is then subject to such reporting requirement; (ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company's then outstanding voting securities; (iii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; (iv) all or substantially all the assets of the Company are sold or disposed of in a transaction or series of related transactions; or (v) the individuals who on the date hereof constitute the Board (including, for this purpose, any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof) cease for any reason to constitute at least a majority of the Board. (b) "Enterprise" means any Person of which Indemnitee is or was a Fiduciary. (c) "Expenses" means all direct and indirect costs (including, without limitation, attorneys' fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or out-of-pocket expenses) actually, reasonably and customarily incurred in connection with (i) any Proceeding, (ii) establishing or enforcing any right to indemnification or advancement of expenses under this Agreement, applicable law, any other agreement or provision of the Company's Certificate of Incorporation or By-laws now or hereafter in effect or otherwise, or (iii) the review and preparation of this Agreement on behalf of Indemnitee; provided, however, that "Expenses" shall not include any Liabilities. (d) "Fiduciary" means an individual serving as a director, officer, trustee, general partner, managing member, fiduciary, board of directors' committee member, employee or agent of (i) the Company, (ii) any resulting corporation in connection with a consolidation or merger to which the Company is a party, or (iii) any other Person (including an employee benefit plan) at the request of the Company, including any service with respect to an employee benefit plan, its participants or its beneficiaries. (e) "Independent Counsel" means a nationally recognized law firm, or a member of a nationally recognized law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or the Indemnitee in any matter material to either such party (other than with respect to matters concerning the rights of Indemnitee under this Agreement or of other indemnities under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. For the avoidance of doubt, any law firm or member of a law firm that shall have advised either party with respect to the review and preparation of this Agreement shall not be Independent Counsel for the purposes of this Agreement. (f) "Liabilities" means liabilities of any type whatsoever incurred by reason of (i) the fact that Indemnitee is or was a Fiduciary, or (ii) any action taken (or -2- failure to act) by him or on his behalf in his capacity as a Fiduciary, including, but not limited to, any judgments, fines (including any excise taxes assessed on Indemnitee with respect to an employee benefit plan), ERISA excise taxes and penalties, and penalties and amounts paid in settlement of any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement). (g) "Person" means any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust, estate, governmental unit or other enterprise or entity. (h) "Proceeding" shall mean any threatened, pending or completed investigation, civil or criminal action, third-party action, derivative action, claim, suit, arbitration, counterclaim, cross claim, alternative dispute resolution mechanism, inquiry, administrative hearing or any other proceeding whether civil, criminal, administrative, legislative or investigative, including any appeal therefrom in which Indemnitee was involved as a party or otherwise by reason of (i) the fact that Indemnitee is or was a Fiduciary, or (ii) any action taken (or failure to act) by him or on his behalf in his capacity as a Fiduciary. (i) "Subsidiary" means any Person of which a majority of the outstanding voting securities or other voting equity interests are owned, directly or indirectly by the Company. SECTION 2. Services by the Indemnitee. Subject to the effectiveness of this Agreement pursuant to Section 13 hereof, the Indemnitee agrees to serve as a director of the Company at the will of the Company for so long as the Indemnitee is duly elected and qualified, appointed or until such time as the Indemnitee tenders a resignation in writing or is removed as a director in accordance with the Company's Bylaws as amended from time to time; provided, however, the Indemnitee may at any time and for any reason resign from such position. SECTION 3. Indemnification. (a) Indemnification. Subject to the further provisions of this Agreement, the Company hereby agrees to and shall indemnify Indemnitee and hold him harmless from and against any and all Expenses and Liabilities incurred by Indemnitee or on Indemnitee's behalf, to the fullest extent permitted by applicable law in effect on the date hereof, and to such greater extent as applicable law may thereafter permit or authorize. (b) Presumptions. (i) Upon making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect -3- to entitlement to indemnification under Section 4(c) hereof, the Company shall have the burdens of coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made such determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. (ii) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 3(b) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (iii) If the Person empowered or selected under Section 4(c) hereof to determine whether Indemnitee is entitled to indemnification shall not have made a determination within twenty (20) calendar days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (B) a prohibition of such indemnification under applicable law. (iv) The knowledge and/or actions, or failure to act, of any other Fiduciary shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement. (c) Effect of Certain Proceedings. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, that Indemnitee had reason to believe his or her conduct was unlawful. SECTION 4. Expenses; Indemnification Procedure. -4- (a) Advancement of Expenses. The Company shall advance all Expenses incurred by Indemnitee or on Indemnitee's behalf, without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee hereby undertakes to repay such amounts advanced if, and only to the extent that, it shall be determined by a final judgment or other final adjudication, not subject to further appeal or review, that Indemnitee is not entitled to be indemnified by the Company as authorized hereby, or under applicable law or otherwise. The advances to be made hereunder shall be paid by the Company to Indemnitee within twenty (20) calendar days following delivery of any written request, from time to time, by Indemnitee to the Company. Any overdue amount of such Expenses to be paid by the Company hereunder shall bear interest, compounded monthly, at a rate of 8% per annum. Advances payable hereunder shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding any statements to the Company to support the advances claimed. (b) Notice by Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall, as promptly as reasonably practicable under the circumstances, notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or any other matter which may be subject to indemnification of Liabilities or advancement of Expenses covered by this Agreement; provided however, that any delay or failure to so notify the Company shall relieve the Company of its obligations hereunder only to the extent, if at all, that the Company is actually and materially prejudiced by reason of such delay or failure. Notice to the Company shall be directed to the President/Chief Executive Officer of the Company, with a copy to the Company's outside counsel, at the addresses shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee) in accordance with Section 18 hereof. (c) Determination of Entitlement to Indemnification. Upon the receipt of any notice pursuant to Section 4(b) hereof, a determination, if expressly required by applicable law, with respect to Indemnitee's entitlement to indemnification hereunder shall be made within twenty (20) calendar days by (i) a majority vote of the Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, even though less than a quorum or (ii) by a committee of such directors designated by majority vote of such directors even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by Independent Counsel in a written opinion to the Board (a copy of which opinion shall be delivered to Indemnitee); provided, however, that if there has been a Change of Control at or prior to the time of such notice by Indemnitee, Indemnitee's entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the reasonable fees of any Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or -5- relating to this Agreement or its engagement pursuant hereto. If, pursuant to the foregoing, it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within twenty (20) calendar days from the date of notice by Indemnitee pursuant to Section 4(b) hereof. Indemnitee shall reasonably cooperate in the making of such determination, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. For the avoidance of doubt, any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the Person making such determination shall be included as Expenses for the purposes of this Agreement. Nothing in this Section 4(c) shall be construed to limit or modify the presumptions in favor of Indemnitee set forth in Section 3(b). (d) Notice to Insurers. If, at the time of the receipt of any notice of any Proceeding pursuant to Section 4(b) hereof, the Company has directors' and officers' liability insurance in effect, then the Company shall give prompt notice of the commencement of such Proceeding to the directors' and officers' liability insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or appropriate action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of such insurers to pay any such amount shall not affect or impair the obligations of the Company under this Agreement. (e) Control of Defense; Counsel Costs; Settlement. In connection with paying the Expenses of any Proceeding against Indemnitee under Section 4(a), the Company shall be entitled to elect to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, by the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of separate counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided, that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee's expense; and provided, further (ii) if (A) the employment of counsel by Indemnitee has been authorized by the Company, (B) Indemnitee shall have reasonably concluded that there is an actual conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not have employed counsel to assume the defense of such Proceeding, then in any such event the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought in the name of or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in (B) above. Notwithstanding the foregoing, if at any time the Company fails to pay any Expenses with respect to any Proceeding in accordance with Section 4(a) hereof, Indemnitee shall immediately be entitled to assume and control his own defense in such Proceeding with counsel of his own choice (by notice to the Company), and will have all rights to indemnification of those counsel Expenses hereunder. The Company shall not settle any action or claim in -6- any manner that would impose any limitation or unindemnified penalty on Indemnitee without Indemnitee's written consent, which consent shall not be unreasonably withheld. SECTION 5. Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 4(c) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4(a) hereof, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 4(c) hereof within twenty (20) calendar days after receipt by the Company of notice pursuant to Section 4(b) hereof, or (iv) payment of indemnification is not made pursuant to the third last sentence of Section 4(c) hereof within twenty (20) calendar days after the date of notice by Indemnitee pursuant to Section 4(b) hereof, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery or other court of competent jurisdiction of his entitlement to such indemnification, advancement of Expenses, or to recover damages for breach of this Agreement. The Company shall not oppose Indemnitee's right to seek any such adjudication. (b) In the event that a determination shall have been made pursuant to Section 4(c) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 5 shall be conducted in all respects as a de novo trial and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 5 the Company shall have the burdens of coming forward with evidence and of persuasion to prove that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 4(c) of this Agreement adverse to Indemnitee for any purpose. If a determination shall have been made pursuant to Section 4(c) hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 5, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (c) In the event that Indemnitee, pursuant to this Section 5, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication. If it shall be determined in said judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication. -7- (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 5 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. SECTION 6. Nonexclusivity. The indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, the Company's Bylaws, any agreement, any vote of shareholders or disinterested directors, the General Corporation Law of the State of Delaware (the "DGCL") or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. SECTION 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses or Liabilities actually or reasonably incurred by Indemnitee in investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which Indemnitee is entitled. SECTION 8. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, U.S. Federal law or applicable public policy may prohibit the Company from advancing expenses or indemnifying its directors under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. Any action taken pursuant to the terms of this Section 8 shall not constitute a breach of this Agreement. SECTION 9. Directors' and Officers' Liability Insurance. The Company shall use its best efforts to obtain and maintain on an ongoing basis a policy or policies of insurance on commercially reasonable terms with reputable insurance companies providing liability insurance for Fiduciaries, including Indemnitee, in respect of acts or omissions occurring while serving in such capacity, and to ensure the Company's performance of its indemnification obligations under this Agreement, on terms with respect to coverage and amount (including with respect to the payment of Expenses) no less favorable than those of such policy or policies of insurance in effect on the date hereof. To the extent that the Company maintains a policy or policies of insurance pursuant to this Section 9, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any Fiduciary under such policy or policies. SECTION 10. Severability. If this Agreement or any portion hereof shall be invalidated or ruled to be unenforceable on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by applicable law and the court is expressly requested and authorized to construe this Agreement in order, as closely as possible, to provide the benefits to Indemnitee intended by this Agreement. -8- SECTION 11. Duration of Agreement. The indemnification provided under this Agreement shall continue as to the Indemnitee for any action taken or not taken while serving as a Fiduciary even though Indemnitee may have ceased to serve in such capacity at the time of any action or other covered proceeding. SECTION 12. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee as follows: (a) Excluded Acts. No indemnification shall be made for any acts or omissions or transactions, if and to the extent that it shall be determined by a final judgment or other final adjudication, not subject to further appeal or review, that a director may not be relieved of liability arising from any such acts or omissions or transactions under the DGCL. (b) Indemnitee Liable to Company. No indemnification shall be made in respect of any Proceeding, claim, issue or matter as to which it shall have been determined by a final judgment or other final adjudication, not subject to further appeal or review, that Indemnitee is liable to the Company unless and only to the extent that such final judgment or other final adjudication shall determine that, despite the adjudication of liability but in view of all of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the court deems proper and then only to the extent that the court shall determine. (c) Claims Initiated by Indemnitee. No indemnification or advance of Expenses to Indemnitee shall be made with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to such Proceedings brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement or any other statute or applicable law or otherwise as required under Section 145(c) of the DGCL or any other provision of the Certificate of Incorporation or Bylaws of the Company, unless (i) the Board of Directors has approved the initiation or bringing of such Proceeding (or any part of any Proceeding) or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. (d) Lack of Good Faith. No indemnification shall be made to indemnify Indemnitee for any Expenses or Liabilities incurred by Indemnitee with respect to any Proceedings instituted by Indemnitee to enforce or interpret this Agreement, if it shall be determined by a final judgment or other final adjudication, not subject to further appeal or review, that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; (e) Insured Claims. No indemnification shall be made to indemnify Indemnitee for Expenses or Liabilities of any type whatsoever if, but only to the extent that, Indemnitee shall have actually received payment with respect to any such Expenses or Liabilities from an insurer under any policy of directors' and officers' liability -9- insurance maintained by the Company, and any such payment shall not be recovered (in whole or in part) from Indemnitee by such insurer; (f) Claims under Section 16(b). No indemnification shall be made under this Agreement for Expenses, Liabilities and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar state or local law with respect to the disgorgement of "short swing" profits; or (g) Unauthorized Settlements. No indemnification shall be made under this Agreement for any amounts paid in settlement of any Proceedings covered hereby without the prior consent of the Company to such settlement, which consent shall not be unreasonably withheld; provided, that nothing in this Section 12 shall be construed to limit or modify the presumptions in favor of Indemnitee set forth in Section 3(b). SECTION 13. Effectiveness of Agreement. The indemnification permitted under the terms of certain provisions of this Agreement shall be effective as of the date of approval of this Agreement by the U.S. Bankruptcy Court overseeing the Company's case under chapter 11 of title 11 of the U.S. Code (the "Bankruptcy Court"), in an order stating that no further approval by the Bankruptcy Court shall be required before the Company makes any payment to Indemnitee hereunder, and shall apply to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was a Fiduciary at the time such act or omission occurred. SECTION 14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, and all of which shall constitute one and the same agreement. SECTION 15. Successors and Assigns. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in the form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place. (b) The indemnification and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue as to a person who has ceased to be a -10- Fiduciary. If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, when requested in writing by the spouse of the Indemnitee, and/or the Indemnitee's heirs, executors, administrators, legatees or assigns, the Company shall provide appropriate evidence of the Company's agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses. SECTION 16. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. SECTION 17. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand or by courier and receipted for by the part addressee, on the date of such receipt, (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked or (iii) if sent by facsimile transmission and fax confirmation is received, on the next business day following the date on which such facsimile transmission was sent. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice. SECTION 18. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall, at the Company's expense, execute all documents required and do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. SECTION 19. Evidence of Coverage. Upon request by Indemnitee, the Company shall provide copies of any and all directors' and officers' liability insurance policies obtained and maintained in accordance with Section 9 of this Agreement. The Company shall promptly notify Indemnitee of any changes in the Company's directors' and officers' liability insurance coverage. SECTION 20. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without application of the conflict of laws principles thereof. SECTION 21. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction and venue of the Bankruptcy Court and the courts of the State of New York for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement. -11- SECTION 22. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement. -12- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written. ADELPHIA COMMUNICATIONS CORPORATION One North Main Street Coudersport, PA 16915 By: ------------------------------ With a copy to: Boies, Schiller & Flexner, LLP 80 Business Park Drive Suite 110 Armonk, New York 10504-1710 Attn: Christopher Boies Facsimile: (914) 273-1534 and Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 Attn: Maurice Lefkort Facsimile: (212) 728-8111 AGREED TO AND ACCEPTED: INDEMNITEE: ------------------------- Rodney Cornelius -13- P.O. Box 752 Lake George, New York 12845 Facsimile: (518) 688-4664 With a copy to: Dow, Lohnes & Albertson, PLLC Attorneys at Law 1200 New Hampshire Avenue, N.W. Suite 800 Washington, D.C. 20036-6802 Attention: Leonard Baxt Fax: (202) 776-2222 -14- -----END PRIVACY-ENHANCED MESSAGE-----