Adelphia Communications Corporation Extended DIP Facility Commitment Letter

Exhibit 10.01

February 21, 2006

Adelphia Communications Corporation
Extended DIP Facility
Commitment Letter

Adelphia Communications Corporation

UCA LLC

Century Cable Holdings, LLC

Century-TCI California, L.P.

Olympus Cable Holdings, LLC

FrontierVision Operating Partners, L.P.

ACC Investment Holdings, Inc.

Parnassos, L.P.

Arahova Communications, Inc.

Adelphia California Cablevision, LLC

c/o Adelphia Communications Corporation
5619 DTC Parkway
Greenwood Village, CO 80111

Attention:             William T. Schleyer, Chairman & Chief Executive Officer
Vanessa A. Wittman, Executive Vice President & Chief Financial Officer

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (“JPMCB”), Citicorp North America, Inc. (“CNAI”), J.P. Morgan Securities Inc. (“JPMSI”) and Citigroup Global Markets Inc. (“CGMI”) (collectively, “us”) that Adelphia Communications Corporation (“Adelphia”) and certain of its subsidiaries (collectively, the “Debtor Entities”) have commenced voluntary cases (the “Bankruptcy Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). You have further advised us that you wish to extend the maturity date of your senior secured super-priority debtor-in-possession credit facilities currently evidenced by the Third Amended and Restated Credit and Guaranty Agreement dated as of February 25, 2005 among you, the guarantors listed therein (collectively with you, the “Credit Parties”), the lenders party thereto, JPMCB, as administrative agent, CGMI, as syndication agent, JPMSI and CGMI, as joint bookrunners and co-lead arrangers, CNAI, as collateral agent, Wachovia Bank, N.A., as co-syndication agent, and The Bank of Nova Scotia, Bank of America, N.A. and General Electric Capital Corporation, as co-documentation agents (as in effect on the date hereof, the “Existing DIP Facility”). Such facilities, as extended as contemplated hereby, are referred to herein as the “Extended DIP Facility”. The consummation of the Extended DIP Facility and all related transactions are collectively referred to herein as the “Transaction”. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Term Sheet (as defined below).

In connection with the foregoing, you have requested that (i) JPMSI and CGMI agree to structure, arrange and syndicate the Extended DIP Facility, (ii) each of JPMCB and CNAI commits to provide $125,000,000 of the Extended DIP Facility, (iii) JPMCB agrees to serve as the administrative

agent for the Extended DIP Facility and (iv) CNAI agrees to serve as the collateral agent for the Extended DIP Facility.

JPMSI and CGMI are pleased to advise you that they are willing to act as the exclusive arrangers for the Extended DIP Facility. Furthermore, each of JPMCB and CNAI (each, a “Lead Lender”) is pleased to advise you of its commitment to provide $125,000,000 of the Extended DIP Facility, in each case upon the terms and subject to the conditions set forth or referred to in this commitment letter, including in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”), it being understood and agreed that terms and conditions not specifically addressed in the Term Sheet shall be substantially identical to the terms and conditions set forth in the Existing DIP Facility. The commitments of each Lead Lender hereunder are several and not joint. If you accept this commitment letter (together with the Term Sheet, the “Commitment Letter”), the date of the closing of the Extended DIP Facility is referred to herein as the “Closing Date”.

It is agreed that (i) JPMCB will act as the sole and exclusive administrative agent for the Extended DIP Facility, (ii) CNAI will act as the sole and exclusive collateral agent for the Extended DIP Facility and (iii) JPMSI and CGMI will act as joint bookrunners and co-lead arrangers for the Extended DIP Facility (in such capacity, the “Co-Lead Arrangers”). In such capacities and subject to the terms hereof, each Co-Lead Arranger and each Lead Lender will perform the duties and exercise the authority customarily performed and exercised by it in the roles assigned to it pursuant to the terms hereof.

Subject to the terms hereof, the Co-Lead Arrangers intend to syndicate the Extended DIP Facility to a group of financial institutions and other entities (together with the Lead Lenders, the “Lenders”) identified by the Co-Lead Arrangers in consultation with Adelphia. In furtherance of the foregoing, but subject to the terms hereof, the Co-Lead Arrangers will manage all aspects of the syndication in consultation with you, including decisions as to the selection of institutions to be approached and when they will be approached, the time and acceptance of commitments, naming rights, the final allocation of commitments, the amount and distribution of fees and other matters customarily associated with a syndication of a facility of this type. You agree that except as provided herein, no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letter (as hereinafter defined)) will be paid in connection with the Extended DIP Facility unless the Co-Lead Arrangers and Adelphia shall so agree, it being agreed that the consent of the Co-Lead Arrangers or Adelphia, as the case may be, to the matters set forth in this sentence shall not be unreasonably withheld, conditioned or delayed.

The Co-Lead Arrangers intend to commence syndication efforts promptly upon the execution of this Commitment Letter by all of the parties hereto, and you agree to use your commercially reasonable efforts to assist the Co-Lead Arrangers in completing a syndication reasonably satisfactory to them. Such assistance shall include (i) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your Existing DIP Facility lending relationships, (ii) direct contact between senior management and advisors of the Credit Parties and the proposed Lenders, (iii) the hosting, with either of the Co-Lead Arrangers, of one or more meetings of prospective Lenders and (iv) as set forth in the next paragraph, assistance in the preparation of materials to be used in connection with the syndication (collectively with the Term Sheet, the “Information Materials”).

You will assist us in preparing Information Materials, including Confidential Information Memoranda, for distribution to prospective Lenders. If requested, you also will assist us in preparing an additional version of the Information Materials (the “Public-Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to the

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Credit Parties, their affiliates and any of their respective securities (“MNPI”) and who may be engaged in investment and other market related activities with respect to the Credit Parties’ or their affiliates’ securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”), subject to either (A) their agreement (including, without limitation, a click-on agreement on Intralinks) to maintain any such Information Materials in confidence or (B) such Information Materials containing a provision that binds the recipient of such Information Materials to the confidentiality provisions contained therein, (ii) a separate letter in which you authorize distribution of the Public-Side Version of the Confidential Information Memoranda to Public-Siders and represent that no MNPI is contained therein and (iii) with respect to the Public-Side Version of any other Information Materials to be distributed to Public-Siders, a written confirmation in which you authorize distribution of the Public-Side Version of such other Information Materials to Public Siders and represent that no MNPI is contained therein.

You agree that the following documents may be distributed to both Private-Siders and Public-Siders, unless you advise the Co-Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders:  (a) administrative materials prepared by any Co-Lead Arranger for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) notification of changes in the Extended DIP Facility’s terms, and (c) other materials intended for prospective Lenders after the initial distribution of Information Materials; provided that in the case of clauses (b) and (c) prior to the distribution to any prospective Lenders of any Information Materials (other than the Confidential Information Memoranda) that contain information not previously disclosed to you as having been included in materials provided to Public-Siders, we shall have provided you with copies thereof or otherwise disclosed to you the contents thereof. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

Drafts of definitive documentation with respect to the Extended DIP Facility will be distributed only to Private-Siders, unless you hereafter authorize their distribution to Public-Siders in writing (including by email).

To assist the Co-Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide to the Co-Lead Arrangers all information with respect to the Credit Parties and the transactions contemplated hereby, including all financial information and projections (the “Projections”), as any Co-Lead Arranger may reasonably request in connection with the arrangement and syndication of the Extended DIP Facility. You hereby represent and covenant that (i) all information other than the Projections (the “Information”) that has been or will be made available to any Co-Lead Arranger by you or any of your representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (ii) the Projections that have been or will be made available to the Co-Lead Arrangers by you or any of your representatives have been or will be prepared in good faith based upon reasonable assumptions at the time such projections are made available to the Co-Lead Arrangers. If, at any time from the date hereof until the Closing Date, any of the representations and warranties in the preceding sentence would be incorrect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then you will promptly supplement the Information and the Projections as reasonably necessary so that such representations and warranties will be correct under those circumstances. You understand that in arranging and syndicating the Extended DIP Facility we may use and rely on the Information and Projections without independent verification thereof.

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As consideration for the commitments of each Lead Lender hereunder and the agreements of each Co-Lead Arranger to perform the services described herein, you agree to pay to the Co-Lead Arrangers and the Lead Lenders the nonrefundable fees set forth in the Fee Letter dated the date hereof and delivered herewith (the “Fee Letter”).

The commitments of each Lead Lender hereunder and the agreements of each Co-Lead Arranger to perform the services described herein are subject to (i) there not having occurred, since September 30, 2005, any material adverse change in the business, operations, properties, assets or liabilities (whether contractual or otherwise) of the Credit Parties taken as a whole, (ii) no Co-Lead Arranger nor any Lead Lender becoming aware at any time from and after the date of this Commitment Letter and on or prior to the Closing Date of information not previously disclosed to it that it reasonably believes to be materially inconsistent with its understanding, based on information provided to it prior to the date of this Commitment Letter, of the business, operations, properties, assets or liabilities (whether contractual or otherwise) of the Credit Parties taken as a whole, (iii) our being reasonably satisfied that there shall not exist prior to and during the syndication of the Extended DIP Facility any competing offering, placement or arrangement for any debt security or bank financing by or on behalf of any of the Credit Parties, (iv) the negotiation, execution and delivery on or before the Closing Date of definitive documentation with respect to the Extended DIP Facility reasonably satisfactory to the Lead Lenders and the Co-Lead Arrangers and their counsel, (v) you having obtained commitments for the Extended DIP Facility from other institutions equal in the aggregate to at least $1,050,000,000, (vi) the satisfaction or waiver of the other conditions set forth or referred to in the Term Sheet and (vii) the commitment of the other Lead Lender being in full force and effect.

You agree (i) to indemnify and hold harmless each Co-Lead Arranger, each Lead Lender and their respective advisors and their respective officers, directors, employees and agents and any successors or permitted assigns thereof (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with the Commitment Letter, the Extended DIP Facility, the use of the proceeds thereof, the Bankruptcy Cases, the Transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any reasonable legal or other reasonable expenses incurred in connection with investigating or defending any of the foregoing, provided, that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they (A) are found by a final, nonappealable judgment of a court to arise from the willful misconduct or gross negligence of such indemnified person or (B) arise from such indemnified person’s actions in the Bankruptcy Cases or prior to the commencement thereof (including, without limitation, in connection with the pre-petition credit facilities of the Credit Parties or any claim, litigation, investigation or proceeding related thereto) in any capacity other than as a Co-Lead Arranger or as a Lead Lender (or as any of their respective advisors and their respective officers, directors, employees and agents and any successors or permitted assigns thereof), and (ii) to reimburse each Co-Lead Arranger and each Lead Lender on demand for all reasonable out-of-pocket expenses (including reasonable due diligence expenses, reasonable syndication expenses, reasonable consultant’s fees and expenses (if applicable), reasonable travel expenses, and reasonable fees, charges and disbursements of one counsel in respect of the Extended DIP Facility for all of the Co-Lead Arrangers and the Lead Lenders) incurred in connection with the Extended DIP Facility and any related documentation (including this Commitment Letter, the Fee Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof. No indemnified person shall be liable for (x) any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent that such damages arise as a result of any person or entity receiving such Information or other materials as a result of the gross negligence or willful misconduct of such indemnified person or (y)

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any special, indirect, consequential or punitive damages in connection with the Extended DIP Facility or in connection with its activities related to the Extended DIP Facility.

This Commitment Letter shall not be assignable by any party hereto (other than to its affiliates) without the prior written consent of the other parties hereto (and any purported assignment without such prior written consent shall be null and void), is intended to be solely for the benefit of the parties hereto, the indemnified persons to the extent contemplated by the immediately preceding paragraph hereof and, in your case, the Credit Parties, and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto, the indemnified persons to the extent contemplated by the immediately preceding paragraph hereof and, in your case, the Credit Parties. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, each Lead Lender and each Co-Lead Arranger. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among the parties hereto with respect to the Extended DIP Facility and set forth the entire understanding of the parties with respect thereto. This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, and the Bankruptcy Code. 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 this Commitment Letter, the Fee Letter, the Transaction or any transaction contemplated hereby or thereby (whether based on contract, tort or any other theory).

This Commitment Letter is delivered to you on the understanding that, unless otherwise agreed to in writing by each Co-Lead Arranger and each Lead Lender, neither this Commitment Letter, the Fee Letter, nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person other than as required by the Bankruptcy Court, including in connection with the Extension Order (as hereinafter defined), and except that this Commitment Letter, the Fee Letter and the terms and substance thereof may be disclosed (i) to the officers, agents and advisors of the Credit Parties who are directly involved in the consideration of this matter and as need to know and agree to be bound by the provisions of this paragraph, or (ii) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform us promptly thereof). Notwithstanding the foregoing, each Co-Lead Arranger and each Lead Lender acknowledges and agrees that following the date hereof, the Debtor Entities intend to (x) seek the approval of the Bankruptcy Court to perform their respective obligations under the terms of this Commitment Letter, including to pay the fees provided for herein and in the Fee Letter and otherwise to consummate the transactions contemplated hereby and thereby, and that in connection therewith, the Debtor Entities intend to file this Commitment Letter and, if required by the Bankruptcy Court or pursuant to clause (ii) in the immediately preceding sentence hereof, the Fee Letter, with the Bankruptcy Court and, as a result thereof, such documents may become publicly available and (y) file a Current Report on Form 8-K with the United States Securities and Exchange Commission reporting the execution of this Commitment Letter, which Current Report shall attach a copy of this Commitment Letter as an exhibit thereto. Subject to the foregoing, you agree to take such reasonable actions as shall be necessary to prevent the Fee Letter from becoming publicly available.

You acknowledge that the Co-Lead Arrangers and the Lead Lenders or any of them may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Each Co-Lead Arranger and each Lead Lender hereby agrees that it will not (i) use any confidential information of the Credit Parties, whether obtained from you or any of your

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representatives or affiliates by virtue of the Transaction, including the transactions contemplated by this Commitment Letter, or their other relationships with the Credit Parties, in connection with their performance of services for other companies, or (ii) furnish any such information to other companies. You also acknowledge that the Co-Lead Arrangers and the Lead Lenders have no obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained from other companies.

The reimbursement, indemnification, confidentiality and, to the extent applicable, compensation, provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet and the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on February 21, 2006. The commitments and agreements of each Lead Lender and each Co-Lead Arranger set forth in this Commitment Letter and in the Fee Letter, will expire, unless waived by us in our sole and absolute discretion, at 5:01 p.m., New York City time, on February 21, 2006, unless at or prior to such time you shall have executed and returned to us a copy of this Commitment Letter and the Fee Letter. Further, the commitments and agreements of the Lead Lenders and the Co-Lead Arrangers set forth herein shall, unless we, in our sole discretion, shall otherwise agree to a later date, expire on March 21, 2006 unless, on or prior to such date, you shall have delivered to us a copy of an order of the Bankruptcy Court, in form and substance reasonably acceptable to the Co-Lead Arrangers, that authorizes the Credit Parties to perform, and to execute and deliver all instruments and documents that may be reasonably required or necessary for the Credit Parties’ performance, under the documents relating to the Extended DIP Facility, and to pay all related fees and expenses (the “Extension Order”), which Extension Order (x) shall have been entered with the consent or non-objection of a preponderance of the pre-petition lenders (as determined in the reasonable discretion of the Co-Lead Arrangers after consultation with Adelphia) upon an application or motion of the Credit Parties reasonably satisfactory in form and substance to the Co-Lead Arrangers, on such prior notice to such parties (including the pre-petition lenders) as may in each case be reasonably satisfactory to the Co-Lead Arrangers, (y) shall be in full force and effect and (z) shall not have been stayed, reversed, modified or amended in any respect. If you satisfy the conditions set forth in this paragraph, each Lead Lender agrees to hold its commitment, as outlined herein available for you until (A) the earlier of (i) 5:00 p.m., New York City time, on March 21, 2006 and (ii) the date on which any of the conditions to the commitments and agreements of the Lead Lenders and the Co-Lead Arrangers as outlined herein and in the Term Sheet attached hereto shall become incapable of being satisfied prior to the otherwise applicable expiration of the commitments, provided that prior to terminating the commitments and agreements set forth herein pursuant to this clause (ii), we shall provide Adelphia with at least ten (10) business days’ written notice thereof and the failure of such condition to be capable of satisfaction shall continue to be in effect at the end of such ten (10) business day period and (B) such later date as we shall, in our sole discretion, otherwise agree. Notwithstanding the foregoing, if the Extension Order shall at any time cease to be in full force and effect or shall be reversed, modified or stayed, each Lead Lender or each Co-Lead Arranger may, in its sole discretion, terminate its commitment or agreement hereunder, in each case without further obligation hereunder.

Notwithstanding anything to the contrary in this Commitment Letter or the Fee Letter, all obligations of any Credit Party under any such document are subject to the approval of the lenders under the Existing DIP Facility, if required, and the entry of the Extension Order.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

Accepted and agreed to as of
the date first above written:

ADELPHIA COMMUNICATIONS CORPORATION
UCA LLC
CENTURY CABLE HOLDINGS, LLC
CENTURY-TCI CALIFORNIA, L.P.
OLYMPUS CABLE HOLDINGS, LLC
FRONTIERVISION OPERATING PARTNERS, L.P.
ACC INVESTMENT HOLDINGS, INC.
PARNASSOS, L.P.
ARAHOVA COMMUNICATIONS, INC.
ADELPHIA CALIFORNIA CABLEVISION, LLC

EXHIBIT A

ADELPHIA COMMUNICATIONS CORPORATION

$1,300,000,000 DEBTOR-IN-POSSESSION FINANCING

SUMMARY OF TERMS AND CONDITIONS

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ANNEX A

Century Borrower Group (Several Borrower Group):

Borrower:

Century Cable Holdings, LLC

Guarantors:

Ft. Myers Cablevision, LLC

Ft. Myers Acquisition Limited Partnership

Adelphia Cablevision of Newport Beach, LLC

California Ad Sales, LLC

Tri-States, L.L.C.

CMA Cablevision Associates VII, L.P.

Wellsville Cablevision, L.L.C.

Brazas Communications, Inc.

Eastern Virginia Cablevision, L.P.

Louisa Cablevision, Inc.

Manchester Cablevision, Inc.

Clear Cablevision, Inc.

Adelphia Cablevision of Inland Empire, LLC

Adelphia Cablevision Corp.

Harron Cablevision of New Hampshire, Inc.

Adelphia Communications of California II, LLC

Century Virginia Corp.

Adelphia of the Midwest, Inc.

Badger Holding Corporation

Paragon Cable Television Inc.

Paragon Cablevision Construction Corporation

Century Wyoming Cable Television Corp.

Star Cable Inc.

E. & E. Cable Service, Inc.

Adelphia Cablevision of West Palm Beach III, LLC

Adelphia Cablevision of Orange County II, LLC

Owensboro on the Air, Inc.

Owensboro Indiana, L.P.

Century Island Cable Television Corp.

Southwest Colorado Cable, Inc.

Sentinel Communications of Muncie, Indiana, Inc.

Huntington CATV, Inc.

Century Warrick Cable Corp.

Century Cable Holding Corp.

Adelphia Cablevision of Orange County, LLC

Century Ohio Cable Television Corp.

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

CMA Cablevision Associates XI, Limited Partnership

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Martha’s Vineyard Cablevision, L.P.

TMC Holdings Corporation

Scranton Cablevision, Inc.

Blacksburg/Salem Cablevision, Inc.

Adelphia Cablevision of Seal Beach, LLC

Adelphia Cablevision of Fontana, LLC

Adelphia Cablevision of San Bernardino, LLC

Adelphia Cablevision of Boca Raton, LLC

Adelphia Communications of California, LLC

Century Mountain Corp.

Adelphia Prestige Cablevision, LLC

Adelphia Cleveland, LLC

S/T Cable Corporation

Paragon Cablevision Management Corporation

Century Trinidad Cable Television Corp.

Grafton Cable Company

The Westover T.V. Cable Co., Incorporated

Century New Mexico Cable Television Corp.

Mickelson Media, Inc.

Century Mendocino Cable Television, Inc.

Century Colorado Springs Partnership

Century Granite Cable Television Corp.

Century Island Associates, Inc.

Century Southwest Colorado Cable Television Corp.

Century Indiana Corp.

Adelphia Cablevision of West Palm Beach IV, LLC

Adelphia Cablevision of West Palm Beach V, LLC

Century Berkshire Cable Corp.

Adelphia Pinellas County, LLC

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Century-TCI Borrower Group (Several Borrower Group):

Borrower:

Century-TCI California, L.P.

Guarantors:

Century-TCI Holdings, LLC

Century-TCI California Communications, L.P.

Century-TCI Distribution Company, LLC

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UCA Borrower Group (Several Borrower Group):

Borrower:

UCA LLC

Guarantors:

Southwest Virginia Cable, Inc.

Van Buren County Cablevision, Inc.

Adelphia Cablevision of Santa Ana, LLC

Adelphia Cablevision of Simi Valley, LLC

Tele-Media Company of Hopewell-Prince George

SVHH Cable Acquisition, L.P.

SVHH Holdings, LLC

Olympus Communications, L.P.

National Cable Acquisition Associates, L.P.

Tele-Media Investment Partnership, L.P.

Adelphia Central Pennsylvania, LLC

Eastern Virginia Cablevision Holdings, LLC

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Parnassos Borrower Group (Several Borrower Group):

Borrower:

Parnassos, L.P.

Guarantors:

Parnassos Holdings, LLC

Parnassos Communications, L.P.

Western NY Cablevision, L.P.

Parnassos Distribution Company I, LLC

Parnassos Distribution Company II, LLC

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Frontiervision Borrower Group (Several Borrower Group):

Borrower:

FrontierVision Operating Partners, L.P.

Guarantors:

FrontierVision Capital Corporation

FrontierVision Access Partners, LLC

The Main InternetWorks, Inc.

Adelphia Communications of California III, LLC

FrontierVision Cable New England, Inc.

FOP Indiana, L.P.

FrontierVision Holdings, L.P.

FrontierVision Operating Partners, L.L.C.

FrontierVision Holdings Capital Corporation

FrontierVision Holdings Capital II Corporation

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Olympus Borrower Group (Several Borrower Group):

Borrower:

Olympus Cable Holdings, LLC

Guarantors:

Olympus Communications Holdings, L.L.C.

Arahova Holdings, LLC

Adelphia Cablevision of New York, Inc.

Century Alabama Holding Corp.

Century Enterprise Cable Corp.

Century Alabama Corp.

Century Cullman Corp.

Century Cable Management Corporation

Century Carolina Corp.

Century Huntington Company

Century Mississippi Corp.

Century Norwich Corp.

Century Shasta Cable Television Corp.

CDA Cable, Inc.

Century Washington Cable Television, Inc.

Century Kansas Cable Television Corp.

Century Lykens Cable Corp.

Cowlitz Cablevision, Inc.

Imperial Valley Cablevision, Inc.

Kootenai Cable, Inc.

Mickelson Media of Florida, Inc.

Pullman TV Cable Co., Inc.

Rentavision of Brunswick, Inc.

Telesat Acquisition, LLC

Valley Video, Inc.

Wilderness Cable Company

Yuma Cablevision, Inc.

Warrick Cablevision, Inc.

CCC-III, Inc.

Warrick Indiana, L.P.

Chelsea Communications, LLC

Chelsea Communications, Inc.

GS Telecommunications LLC

Kalamazoo County Cablevision, Inc.

Multi-Channel T.V. Cable Company

Mt. Lebanon Cablevision, Inc.

Rigpal Communications, Inc.

Upper St. Clair Cablevision, Inc.

Pericles Communications Corporation

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Mountain Cable Communications Corporation

Young’s Cable TV Corp.

Better TV, Inc. of Bennington

Adelphia Cablevision Associates, L.P.

Three Rivers Cable Associates, L.P.

Mountain Cable Company, L.P.

Lake Champlain Cable Television Corporation

Richmond Cable Television Corporation

Adelphia GS Cable, LLC

ACC Cable Holdings VA, Inc.

Adelphia Cable Partners, L.P.

GS Cable LLC

ACC Cable Communications FL-VA, LLC

Timotheos Communications, L.P.

Southeast Florida Cable, Inc.

Key Biscayne Cablevision

West Boca Acquisition Limited Partnership

Starpoint, Limited Partnership

Genesis Cable Communications Subsidiary L.L.C.

Cable Sentry Corporation

Coral Security, Inc.

Westview Security, Inc.

Olympus Capital Corporation

TMC Holdings, LLC

Adelphia Company of Western Connecticut

Olympus Subsidiary, LLC

Adelphia Holdings 2001, LLC

Palm Beach Group, Inc.

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Seven A (Joint and Several Borrower Group):

Borrower:

ACC Investment Holdings, Inc.

Guarantors:

ACC Telecommunications Holdings LLC

ACC Telecommunications LLC

ACC Telecommunications of Virginia LLC

ACC-AMN Holdings, LLC

Adelphia Acquisition Subsidiary, Inc.

Adelphia Arizona, Inc.

Adelphia Cablevision, LLC

Adelphia Communications International, Inc.

Adelphia International II, LLC

Adelphia International III, LLC

Adelphia Harbor Center Holdings, LLC

Adelphia General Holdings III, Inc.

Adelphia Mobile Phones, Inc.

Adelphia Telecommunications, Inc.

Adelphia Wellsville, LLC

Chestnut Street Services, LLC

The Golf Club at Wending Creek Farms, LLC

Mercury Communications, Inc.

Page Time, Inc.

Sabres, Inc.

US Tele-Media Investment Company

Empire Sports Network, L.P.

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Seven B (Several Borrower Group):

Borrower:

Arahova Communications, Inc.

Guarantors:

FAE Cable Management Corp.

Adelphia Blairsville, LLC

Century Colorado Springs Corp.

Century Voice and Data Communications, Inc.

Century Australia Communications Corp.

Century Oregon Cable Corp.

Century Investment Holding Corp.

Century Investors, Inc.

Owensboro-Brunswick, Inc.

Century Advertising, Inc.

Century Programming, Inc.

Century Realty Corp.

Century Federal, Inc.

Century Pacific Cable TV, Inc.

Century Cable of Southern California

Century Communications Corp.

Century Exchange, LLC

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Seven C (Several Borrower Group):

Borrower:

Adelphia California Cablevision, LLC

Guarantors:

Adelphia Cablevision of the Kennebunks, LLC

CP-MDU I LLC

CP-MDU II LLC

Adelphia Telecommunications of Florida, Inc.

Buenavision Telecommunications, Inc.

Century Cablevision Holdings, LLC

CCC-Indiana, Inc.

CCH Indiana, L.P.

Global Cablevision II, LLC

Global Acquisition Partners, L.P.

Monument Colorado Cablevision, Inc.

Leadership Acquisition Limited Partnership

Telesat Acquisition Limited Partnership

Robinson/Plum Cablevision, L.P.

31

Holding Company Guarantors:

Adelphia Communications Corporation

ACC Operations, Inc.

ACC Holdings II, LLC

FrontierVision Holdings, LLC

FrontierVision Partners, L.P.

Adelphia GP Holdings, LLC

Montgomery Cablevision, Inc.

Adelphia Western New York Holdings, LLC

ACC Properties Holdings, LLC

ACC Properties (JB), LLC

ACC Properties 1, LLC

ACC Properties 4, LLC

ACC Properties 6, LLC

ACC Properties 103, LLC

ACC Properties 105, LLC

ACC Properties 109, LLC

ACC Properties 121, LLC

ACC Properties 122, LLC

ACC Properties 123, LLC

ACC Properties 124, LLC

ACC Properties 130, LLC

ACC Properties 146, LLC

ACC Properties 148, LLC

ACC Properties 149, LLC

ACC Properties 150, LLC

ACC Properties 151, LLC

ACC Properties 152, LLC

ACC Properties 154, LLC

ACC Properties 156, LLC

32

ANNEX B

Borrowing Limits

33