Adelphia Communications Corp

CREDIT AND GUARANTY AGREEMENT

================================================================================

                          CREDIT AND GUARANTY 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.,
                 each a Debtor and a Debtor-in-Possession under
                        Chapter 11 of the Bankruptcy Code
                                  as Borrowers,
                     THE GUARANTORS LISTED ON ANNEX B HERETO
                 each a Debtor and a Debtor-in-Possession under
                        Chapter 11 of the Bankruptcy Code
                                 as Guarantors,
                      (each to the extent specified herein)
                            THE LENDERS PARTY HERETO,
                              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

================================================================================

                            Dated as of June 25, 2002

--------------------------------------------------------------------------------






                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.01.  Defined Terms...................................................3
SECTION 1.02.  Terms Generally................................................25

                                    ARTICLE 2
                           AMOUNT AND TERMS OF CREDIT

SECTION 2.01.  Commitments of the DIP Lenders.................................26
SECTION 2.02.  Letters of Credit..............................................26
SECTION 2.03.  Issuance.......................................................28
SECTION 2.04.  Nature of Letter of Credit Obligations Absolute................28
SECTION 2.05.  Making of Loans................................................29
SECTION 2.06.  Repayment of Loans; Evidence of Debt...........................30
SECTION 2.07.  Interest on Loans..............................................31
SECTION 2.08.  Default Interest...............................................31
SECTION 2.09.  Optional Termination or Reduction of Commitment or
               Borrowing Limits...............................................31
SECTION 2.10.  Alternate Rate of Interest.....................................32
SECTION 2.11.  Refinancing of Loans...........................................32
SECTION 2.12.  Reduction Events...............................................33
SECTION 2.13.  Optional Prepayment of Loans; Reimbursement of DIP Lenders.....36
SECTION 2.14.  Reserve Requirements; Change in Circumstances..................38
SECTION 2.15.  Change in Legality.............................................39
SECTION 2.16.  Pro Rata Treatment, Etc........................................40
SECTION 2.17.  Taxes..........................................................40
SECTION 2.18.  Certain Fees...................................................43
SECTION 2.19.  Commitment Fees................................................43
SECTION 2.20.  Letter of Credit Fees..........................................43
SECTION 2.21.  Nature of Fees.................................................44
SECTION 2.22.  Priority and Liens.............................................44
SECTION 2.23.  Right of Set-off...............................................45
SECTION 2.24.  Security Interest in Letter of Credit Accounts.................46
SECTION 2.25.  No Discharge: Survival of Claims...............................46
SECTION 2.26.  Use of Cash Collateral.........................................46
SECTION 2.27.  General Provisions as to Payments..............................46
SECTION 2.28.  Nature of Obligations of each Borrower.........................46






                                                                            PAGE
                                                                            ----


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.  Organization and Authority.....................................47
SECTION 3.02.  Due Execution..................................................47
SECTION 3.03.  Statements Made................................................48
SECTION 3.04.  Current SEC Reports, No Material Adverse Change................48
SECTION 3.05.  Subsidiaries...................................................49
SECTION 3.06.  Liens..........................................................49
SECTION 3.07.  Compliance with Law............................................49
SECTION 3.08.  Insurance......................................................50
SECTION 3.09.  The Orders.....................................................50
SECTION 3.10. Use of Proceeds.................................................50
SECTION 3.11.  Litigation.....................................................50
SECTION 3.12.  Intellectual Property..........................................50
SECTION 3.13.  Franchise Agreements...........................................51
SECTION 3.14.  No Event of Default............................................51
SECTION 3.15.  Loan Parties Making Representations and Warranties.............51

                                    ARTICLE 4
                              CONDITIONS OF LENDING

SECTION 4.01.  Conditions Precedent to Closing and Initial Credit Event.......51
SECTION 4.02.  Conditions Precedent to Each Credit Event......................54
SECTION 4.03.  Occurrence of Incremental Availability Date....................56

                                    ARTICLE 5
                              AFFIRMATIVE COVENANTS

SECTION 5.01.  Financial Statements, Reports, Etc.............................57
SECTION 5.02.  Corporate Existence............................................61
SECTION 5.03.  Insurance......................................................61
SECTION 5.04.  Obligations and Taxes..........................................62
SECTION 5.05.  Notice of Event of Default, etc................................62
SECTION 5.06.  Access to Books and Records....................................62
SECTION 5.07.  Furnishing of Additional Information...........................62
SECTION 5.08.  Use of Proceeds................................................63
SECTION 5.09.  Chief Restructuring Officer....................................63
SECTION 5.10.  Franchise Agreements...........................................64
SECTION 5.11.  Ongoing Compliance.............................................64
SECTION 5.12.  Maintenance of Concentration Account...........................64
SECTION 5.13. Additional Loan Parties.........................................64


                                       ii




                                                                            PAGE
                                                                            ----


SECTION 5.14.  Exiting Loan Parties...........................................64

                                    ARTICLE 6
                               NEGATIVE COVENANTS

SECTION 6.01.  Liens..........................................................65
SECTION 6.02.  Merger, etc....................................................65
SECTION 6.03.  Indebtedness...................................................65
SECTION 6.04.  Capital Expenditures...........................................66
SECTION 6.05.  Minimum EBITDA.................................................66
SECTION 6.06.  Guarantees and Other Liabilities...............................66
SECTION 6.07.  Chapter 11 Claims..............................................66
SECTION 6.08.  Dividends; Capital Stock.......................................66
SECTION 6.09.  Transactions with Affiliates...................................66
SECTION 6.10.  Investments, Intercompany Advances.............................67
SECTION 6.11.  Disposition of Assets..........................................69
SECTION 6.12.  Nature of Business.............................................69
SECTION 6.13.  Cash Management System.........................................69
SECTION 6.14.  Exiting Loan Parties...........................................70

                                    ARTICLE 7
                                EVENTS OF DEFAULT

SECTION 7.01.  Events of Default..............................................70

                                    ARTICLE 8
                                   THE AGENTS

SECTION 8.01.  Administration by Agents.......................................74
SECTION 8.02.  Advances and Payments..........................................74
SECTION 8.03.  Sharing of Setoffs.............................................75
SECTION 8.04.  Agreement of Required DIP Lenders or Super-Majority
               DIP Lenders....................................................75
SECTION 8.05.  Liability of Agents............................................75
SECTION 8.06.  Reimbursement and Indemnification..............................76
SECTION 8.07.  Rights of Agents...............................................77
SECTION 8.08.  Independent DIP Lenders........................................77
SECTION 8.09.  Notice of Transfer.............................................77
SECTION 8.10.  Successor Agents...............................................77


                                      iii




                                                                            PAGE
                                                                            ----


                                    ARTICLE 9
                                    GUARANTY

SECTION 9.01.  Guaranty.......................................................78
SECTION 9.02.  No Impairment of Guaranty......................................79
SECTION 9.03.  Subrogation....................................................79
SECTION 9.04.  Nature of Obligations of each Guarantor........................80

                                   ARTICLE 10
                                  MISCELLANEOUS


SECTION 10.01.  Notices.......................................................80
SECTION 10.02.  Survival of Agreement, Representations and Warranties, etc....81
SECTION 10.03.  Successors and Assigns........................................81
SECTION 10.04.  Confidentiality...............................................84
SECTION 10.05.  Expenses......................................................84
SECTION 10.06.  Indemnity.....................................................85
SECTION 10.07.  CHOICE OF LAW.................................................85
SECTION 10.08.  No Waiver.....................................................85
SECTION 10.09.  Extension of Maturity.........................................85
SECTION 10.10.  Amendments, etc...............................................85
SECTION 10.11.  Severability..................................................87
SECTION 10.12.  Headings......................................................87
SECTION 10.13.  Execution in Counterparts.....................................88
SECTION 10.14.  Further Assurances............................................88
SECTION 10.15.  Prior Agreements..............................................88
SECTION 10.16.  WAIVER OF JURY TRIAL..........................................88


ANNEX A         --   Commitment Amounts
ANNEX B         --   Borrowers, Borrowing Limits and Letter of Credit Sublimits
ANNEX C         --   Pre-Petition Facilities

CASH MANAGEMENT PROTOCOL

EXHIBIT A       --   Form of Assignment and Acceptance
EXHIBIT B       --   Form of Note
EXHIBIT C       --   Form of Interim Order
EXHIBIT D       --   Form of Security and Pledge Agreement
EXHIBIT E       --   Form of Counsel Opinion
EXHIBIT F       --   Form of Cash Management Order
SCHEDULE 3.13   --   Franchise Agreements


                                       iv




                                                                            PAGE
                                                                            ----


SCHEDULE 6.01   --   Existing Liens


                                       v




     CREDIT AND GUARANTY AGREEMENT, dated as of June 25, 2002, among UCA LLC,
CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE
HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., and ACC
INVESTMENT HOLDINGS, INC., the GUARANTORS listed on Annex B hereto, each of
which is a debtor and debtor-in-possession in a case pending under chapter 11 of
the Bankruptcy Code, each of the FINANCIAL INSTITUTIONS from time to time party
hereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as
Syndication Agent, and 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.

                             INTRODUCTORY STATEMENT

     On June 25, 2002, each Loan Party filed a voluntary petition with the
Bankruptcy Court initiating a case under chapter 11 of the Bankruptcy Code, and
has continued in the possession of its assets and in the management of its
business pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

     The Borrowers have applied to the DIP Lenders for a credit facility to be
available to each Borrower as set forth herein.

     The proceeds of the credit extended pursuant to the facility will be used
only as described in Section 5.08 of this Agreement.

     To provide guarantees and security for the repayment of the Loans made to
each Borrower, the Reimbursement Obligations with respect to the Letters of
Credit issued for the account of any Borrower and the payment of the other
Obligations, each Loan Party will provide to the Agents, the Fronting Banks and
the DIP Lenders the following (each as more fully described herein):

     (i) from each Guarantor, a guarantee of its Guaranteed Obligations;

     (ii) subject to the Carve-Out, to satisfy its Obligations, an allowed
administrative expense claim in each of the Cases pursuant to Section 364(c)(1)
of the Bankruptcy Code having priority over all administrative expenses of the
kind specified in, or arising under, any Sections of the Bankruptcy Code
(including without limitation Sections 105, 326, 328, 330, 331, 503(b), 507(a),
507(b), 546(c) or 726 thereof) pursuant to Section 364(c)(1) of the Bankruptcy
Code, whether or not such claims or expenses may become secured by a judgment
lien or other non-consensual lien, levy or attachment;






     (iii) subject to the Carve-Out, pursuant to Section 364(c)(2) of the
Bankruptcy Code, to secure its Secured Obligations, a perfected first priority
senior security interest and Lien on (x) with respect to any Loan Party other
than a Holding Company Guarantor, all property of such Loan Party (other than
Excluded Property) that is not subject on or as of the Petition Date to Existing
Non-Primed Liens (as defined below) and any amounts that cash collateralize any
Letter of Credit issued for the account of such Loan Party (if any) and (y) with
respect to any Loan Party that is a Holding Company Guarantor, all Equity
Interests (other than Excluded Property) of any direct Subsidiary of such
Holding Company Guarantor and all Holding Company Specified Assets of such
Holding Company Guarantor, in each case that are not subject to Existing
Non-Primed Liens (and the property of any Loan Party described in clauses (x) or
(y) shall exclude any Loan Party's claims and causes of action under Sections
502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any other
avoidance actions under the Bankruptcy Code, but shall include any proceeds or
property recovered, unencumbered or otherwise the subject of any such action
that is successful);

     (iv) subject to the Carve-Out, pursuant to Section 364(c)(3) of the
Bankruptcy Code, to secure its Secured Obligations, a perfected junior Lien on
(x) with respect to any Loan Party other than a Holding Company Guarantor, all
property of such Loan Party that is subject to valid, perfected and unavoidable
liens in existence immediately prior to the Petition Date or to valid and
unavoidable Liens in existence immediately prior to the Petition Date that are
perfected subsequent to the Petition Date as permitted by Section 546(b) of the
Bankruptcy Code and, to the extent applicable, Section 362(b)(18) of the
Bankruptcy Code (collectively, "Existing Non-Primed Liens") (other than the
property (if any) that is subject to any Primed Liens), which Liens shall be
primed by the Liens described in clause (v) below) and (y) with respect to any
Loan Party that is a Holding Company Guarantor, its Holding Company Specified
Assets that are subject to valid and perfected liens in existence on the
Petition Date or to valid Liens in existence on the Petition Date that are
perfected subsequent to the Petition Date as permitted by Sections 546(b) and
362(b)(18) of the Bankruptcy Code (other than the property (if any) that is
subject to existing Liens that secure obligations (if any) of such Holding
Company Guarantor under the Pre-Petition Facility as to which such Holding
Company Guarantor is liable, which Liens shall be primed by the Liens described
in clause (v) below); and

     (v) subject to the Carve-Out, pursuant to Section 364(d)(1) of the
Bankruptcy Code, to secure its Secured Obligations, a perfected first priority
senior priming security interest and lien on all of the property of such Loan
Party that is subject to any of the Primed Liens (including, without limitation,
inventory, accounts receivable, property, plant, equipment, patents, copyrights,
trademarks, tradenames and other intellectual property and capital stock of
subsidiaries), which priming lien shall be senior in all respects to the
interests in such property of the Pre-Petition Lenders of such Loan Party
(including, without limitation, adequate protection liens granted to such
Pre-Petition Lenders), but shall not be senior to any Existing Non-Primed Liens
on such property.


                                       2




     Accordingly, the parties hereto hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
shall have the meanings specified below:

     "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

     "ABR Loan" shall mean any Loan bearing interest at a rate determined by
reference to the Alternate Base Rate in accordance with the provisions of
Article 2.

     "Adjusted LIBOR Rate" shall mean, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the quotient of (a) the LIBOR Rate
in effect for such Interest Period divided by (b) a percentage (expressed as a
decimal) equal to 100% minus Statutory Reserves. For purposes hereof, the term
"LIBOR Rate" shall mean the rate (rounded upwards, if necessary, to the next
1/16 of 1%) at which dollar deposits approximately equal in principal amount to
such Eurodollar Borrowing and for a maturity comparable to such Interest Period
are offered to the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

     "Affiliate" shall mean, as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, a Person (a "Controlled
Person") shall be deemed to be "controlled by" another Person (a "Controlling
Person") if the Controlling Person possesses, directly or indirectly, power to
direct or cause the direction of the management and policies of the Controlled
Person whether by contract or otherwise.

     "Administrative Agent" shall mean JPMCB in its capacity as administrative
agent under the Loan Documents and its successors in such capacity.

     "Agent" shall mean the Administrative Agent, the Syndication Agent, a
Co-Lead Arranger, the Collateral Agent, the Co-Syndication Agent, or a
Co-Documentation Agent, and "Agents" shall mean all of them.

     "Agreement" shall mean this Credit and Guaranty Agreement, as the same may
from time to time be further amended, modified or supplemented.


                                       3




     "Alternate Base Rate" shall mean, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day
plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per
annum publicly announced from time to time by the Administrative Agent as its
Prime rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective on the date such change is publicly announced.
"Base CD Rate" shall mean the sum of (a) the quotient of (i) the Three-Month
Secondary CD Rate divided by (ii) a percentage expressed as a decimal equal to
100% minus Statutory Reserves and (b) the Assessment Rate. "Three-Month
Secondary CD Rate" shall mean, for any day, the secondary market rate for
three-month certificates of deposit reported as being in effect on such day (or,
if such day shall not be a Business Day, the immediately preceding Business Day)
by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(19) during the
week following such day), or, if such rate shall not be so reported on such day
or such immediately preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day shall not be a Business Day, on the immediately
preceding Business Day) by the Administrative Agent from three New York City
negotiable certificate of deposit dealers of recognized standing selected by it.
"Federal Funds Effective Rate" shall mean, for any day, the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by it. If for
any reason the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the
Base CD Rate or the Federal Funds Effective Rate or both for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms hereof, the Alternate Base
Rate shall be determined without regard to clause (b) or (c), or both, of the
first sentence of this definition, as appropriate, until the circumstances
giving the rise to such inability no longer exist. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Three-Month Secondary CD Rate
or the Federal Funds Effective Rate shall be effective on the effective date of
such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate, respectively.

     "Applicable L/C Fee Rate" shall mean a rate per annum equal to 3.50%.


                                       4




     "Applicable Margin" shall mean, on any date, (i) with respect to any
Eurodollar Loan, a rate per annum equal to 3.50%, and (ii) with respect to any
ABR Loan, a rate per annum equal to 2.50%.

     "Assessment Rate" shall mean for any date the annual rate (rounded upwards,
if necessary, to the next 1/100 of 1%) most recently estimated by the
Administrative Agent as the then current net annual assessment rate that will be
employed in determining amounts payable by the Administrative Agent to the
Federal Deposit Insurance Corporation (or any successor) for insurance by such
Corporation (or any successor) of time deposits made in dollars at the
Administrative Agent's domestic offices.

     "Asset Sale Agreement" shall mean any agreement with respect to the sale,
lease or other disposition of any asset of any Loan Party that is (a) approved
by the Required DIP Lenders and (b) to the extent required by the Bankruptcy
Code, approved by the Bankruptcy Court.

     "Assignment and Acceptance" shall mean an assignment and acceptance entered
into by a DIP Lender and an Eligible Assignee, and accepted by the
Administrative Agent, substantially in the form of Exhibit A.

     "Bankruptcy Code" shall mean The Bankruptcy Reform Act of 1978, as
heretofore and hereafter amended, and codified as 11 U.S.C. ss. 101, et seq.

     "Bankruptcy Court" shall mean the United States Bankruptcy Court for the
Southern District of New York or any other court having jurisdiction over the
Cases from time to time.

     "Board" shall mean the Board of Governors of the Federal Reserve System of
the United States.

     "Borrower" shall mean any Several Borrower or any Joint and Several
Borrower and, when used with respect to any Loans or Reimbursement Obligations,
with respect to any Letters of Credit, shall mean the Borrower to whom such
Loans were made or for whose account such Letters of Credit were issued, and
"Borrowers" shall mean all of them.

     "Borrower Group" shall mean each group of Persons consisting of a Borrower
and all of the direct and indirect Subsidiaries of the Parent that are
identified on Annex B as belonging to such Borrower Group.

     "Borrowing" shall mean the incurrence of Loans of a single Type made by DIP
Lenders on a single date to a single Borrower and having, in the case of
Eurodollar Loans, a single Interest Period (with any ABR Loan made pursuant to
Section 2.15 being considered a part of the related Borrowing of Eurodollar
Loans).


                                       5




     "Borrowing Limit" shall mean, at any time, with respect to any Borrower
Group, (i) prior to the Covenant Addendum Date, the amount set forth on Annex B
under the column "Borrowing Limit" opposite such Borrower's name (such Borrower
Group's "Initial Borrowing Limit") and (ii) on and after the Covenant Addendum
Date, the amount agreed upon between such Borrower and the Initial Majority DIP
Lenders, in each case as reduced from time to time pursuant to Sections 2.09 and
2.12. The Initial Borrowing Limit with respect to any Borrower may be increased
upon request of such Borrower by an amount not to exceed 20% in the aggregate of
such Initial Borrowing Limit as in effect on the date of this Agreement, subject
to the consent of the Initial Majority DIP Lenders.

     "Business Day" shall mean any day other than a Saturday, Sunday or other
day on which banks in the State of New York are required or permitted to close
(and, for a Letter of Credit, other than a day on which the Fronting Bank
issuing such Letter of Credit is closed); provided, however, that when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits on the
London interbank market.

     "Capital Expenditures", with respect to each Borrower Group, shall have the
meaning set forth in the Covenant Addendum.

     "Capitalized Lease" shall mean, as applied to any Person, any lease of
property by such Person as lessee that would be capitalized on a balance sheet
of such Person prepared in accordance with GAAP.

     "Capital Stock" shall mean any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the foregoing.

     "Carve-Out" shall mean (i) all fees required to be paid to the Clerk of the
Bankruptcy Court and to the Office of the United States Trustee under Section
1930(a) of title 28 of the United States Code and (ii) an amount not exceeding
$15,000,000 in the aggregate with respect to all Loan Parties, which amount may
be used after the occurrence and during the continuance of an Event of Default,
to pay fees or expenses incurred by Loan Parties and any Committee in respect of
(A) allowances of compensation for services rendered or reimbursement or
expenses awarded by the Bankruptcy Court to the professionals duly retained on
behalf of the Loan Parties or any Committee pursuant to an order of the
Bankruptcy Court and (B) the reimbursement of expenses allowed by the Bankruptcy
Court incurred by Committee members in the performance of their duties (but
excluding fees and expenses of third-party professionals employed by such
members), and of which amount up to $500,000 may be applied towards the
reasonable fees and disbursements of a Chapter 7 Trustee in any liquidation of a
Loan Party pursuant to Chapter 7 of the Bankruptcy Court, pursuant to Section
726


                                       6




of the Bankruptcy Code; provided, however, that such dollar limitation on fees
and expenses shall not be reduced by the amount of any compensation and
reimbursement of expenses paid prior to the occurrence of an Event of Default in
respect of which the Carve-Out is invoked or any fees, expenses, indemnities or
other amounts paid to the Agents, any Fronting Bank or any DIP Lender and their
respective attorneys and agents under any Loan Document or otherwise; and
provided further that nothing herein shall be construed to impair the ability of
any party to object to any of the fees, expenses, reimbursement or compensation
described in clauses (A) and (B) above and that any cash in any Letter of Credit
Account and any other Collateral specified in the Orders as not being subject to
the Carve-Out shall not be subject to the Carve-Out.

     "Cases" shall mean the Cases under chapter 11 of the Bankruptcy Code of
each Loan Party pending in the Bankruptcy Court.

     "Cash Management Order" shall mean an order of the Bankruptcy Court in
substantially the form of Exhibit F.

     "Cash Management Protocol" shall mean the Cash Management Protocol attached
to this Agreement.

     A "Cash Management Separation" shall have occurred with respect to any Loan
Party if such Loan Party and each other Loan Party in the Borrower Group to
which such Loan Party belongs shall have terminated their participation in the
cash management system of the Parent Group on terms and conditions reasonably
satisfactory to the Initial Majority DIP Lenders (which terms will include, in
any event, the fact that there shall be no outstanding Permitted Inter-Group
Advances owed by any Loan Parties that belong to such Borrower Group, payment of
such Permitted Inter-Group Advances has not been provided for in a manner
reasonably satisfactory to the Initial Majority DIP Lenders).

     "Change of Control" shall mean and be deemed to have occurred upon the
occurrence of any of the following events: (i) any Person or "group" (within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, and
regulations promulgated thereunder) shall have acquired beneficial ownership of
more than 35% of the outstanding shares of Voting Stock of the Parent, (ii) the
board of directors of the Parent shall cease to consist of a majority of
Continuing Directors of the Parent, (iii) any Loan Party shall cease to be
wholly-owned, directly or indirectly, by the Parent (except as a result of a
transaction permitted by Section 6.02 or 6.11 hereof) or, with respect to any
Loan Party that is not wholly-owned by the Parent on the date hereof, the Parent
shall have a lesser percentage ownership than exists in such Loan Party on the
date hereof, (iv) each Guarantor (other than a Holding Company Guarantor) shall
cease to be wholly-owned, directly or indirectly, by the Borrower in the
Borrower Group to which such Guarantor belongs (except as a result of a
transaction permitted by Section 6.02 or 6.11 hereof) or, with respect to any
such Guarantor that is not wholly-owned by such Borrower on the date hereof,
such Borrower shall have a lesser percentage ownership than exists in


                                       7




such Guarantor on the date hereof, (v) any Loan Party (other than the Parent or
a Holding Company Guarantor) shall hold any Equity Interests of a Holding
Company Guarantor. "Voting Stock" shall mean shares of Capital Stock entitled to
vote generally in the election of directors, and "Continuing Directors" shall
mean the directors of the Parent on the Closing Date and each other director,
if, in each case, such other director's nomination for election to the board of
directors of the Parent is recommended or effected by at least a majority of the
then Continuing Directors. For purposes of clause (i) above, the terms "Person"
and "group" shall not include any voting trust or other Person to which Voting
Stock is transferred as provided in the Agreement (other than the original
transferors of such stock into such voting trust), dated as of May 23, 2002 (the
"Settlement Agreement"), by and between the Parent and John Rigas, Tim Rigas,
James Rigas, Michael Rigas and the entitites directly or indirectly owned
thereby or any agreement entered into by the Parent pursuant thereto.

     "Closing Date" shall mean the date on which this Agreement has been
executed and the conditions precedent set forth in Section 4.01 have been
satisfied or waived, which date shall occur promptly upon entry of the Interim
Order, but not later than 15 days following the Petition Date.

     "Co-Documentation Agents" shall mean each of The Bank of Nova Scotia, Fleet
National Bank, Bank of America, N.A. and General Electric Capital Corporation,
and their respective successors in such capacity.

     "Co-Lead Arrangers" shall mean each of JPMSI and SSB, in its capacity as
Joint Bookrunner and Co-Lead Arranger under the Loan Documents, and their
respective successors in such capacity.

     "Co-Syndication Agent" shall mean Wachovia Bank, N.A. in its capacity as
co-syndication agent under the Loan Documents, and its successors in such
capacity.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

     "Collateral" shall mean the Collateral as defined in the Security and
Pledge Agreement and all other collateral given, pursuant to orders of the
Bankruptcy Court or otherwise, as security for or in connection with any of the
Obligations.

     "Collateral Agent" shall mean CUSA in its capacity as collateral agent
under the Loan Documents, and its successors in such capacity.

     "Commitment" shall mean, with respect to each DIP Lender, its commitment
hereunder in the amount set forth opposite its name on Annex A hereto, or as may
subsequently be set forth in the Register from time to time, as the same may be
reduced from time to time pursuant to this Agreement.


                                       8




     "Commitment Fee" shall have the meaning set forth in Section 2.19.

     "Commitment Fee Rate" shall mean, at any date, the rate per annum set forth
below in the applicable row based upon the Utilization that exists on such date:

     Utilization                                            Rate
     --------------------------------------------------     -------
     Utilization <33.3%                                     1.0%
     Utilization greater than or equal to 33.3% but
       less than or equal to 66.6%                          0.75%
     Utilization > 66.6%                                    0.50%

     For purposes of this definition, "Utilization" shall mean, at any date, the
percentage equivalent of a fraction (i) the numerator of which is the aggregate
Outstanding Exposure with respect to all Borrowers and (ii) the denominator of
which is the Total Commitments, in each case, at such date.

     "Commitment Percentage" shall mean at any time, with respect to each DIP
Lender, the percentage obtained by dividing its Commitment at such time by the
Total Commitment at such time.

     "Committee" shall mean any statutory committee appointed in the Cases.

     "Concentration Account" shall have the meaning set forth in Section 5.12.

     "Confidential Information" shall mean all material non-public information
received from the Loan Parties relating to any Loan Party or their respective
businesses, other than any such information that is available to any Agent or
any DIP Lender on a non-confidential basis prior to disclosure by the Loan
Parties; provided that, in the case of information received from any Loan Party
after the date hereof, such information is clearly identified in writing at the
time of delivery as confidential.

     "Consummation Date" shall mean the date of the substantial consummation (as
defined in Section 1101(2) of the Bankruptcy Code and which, for purposes of
this Agreement, shall be no later than the effective date) of a Reorganization
Plan of any Loan Party that is confirmed pursuant to an order of the Bankruptcy
Court in the Cases.

     "Contingent Secured Obligations" shall have the meaning set forth in the
Security and Pledge Agreement.

     "Covenant Addendum" means an addendum to this Agreement executed by the
Borrowers and the Initial Majority DIP Lenders and setting forth (i) the
financial covenants contemplated by Sections 6.04 and 6.05 and related
definitions, as agreed upon between the Borrowers and the Initial Majority DIP
Lenders and (ii) such other additional


                                       9




agreements and additional undertakings as the Borrowers and the Initial Majority
DIP Lenders shall mutually agree upon.

     "Covenant Addendum Date" shall mean the date of execution of the Covenant
Addendum.

     "Credit Event" shall mean the making of any Loan or the issuance of any
Letter of Credit.

     "Current SEC Reports" means each Current Report on Form 8-K filed by the
Parent with the Securities and Exchange Commission on or after March 28, 2002
and prior to the date of this Agreement.

     "CUSA" shall mean Citicorp USA, Inc. and its successors.

     "Default" shall mean any Event of Default or any event which upon notice or
lapse of time or both would constitute an Event of Default.

     "DIP Lender" shall mean any lender with a Commitment hereunder.

     "DIP Lender Affiliate" shall mean, (a) with respect to any DIP Lender, (i)
an Affiliate of such DIP Lender or (ii) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by a DIP Lender
or an Affiliate of such DIP Lender and (b) with respect to any DIP Lender that
is a fund which invests in bank loans and similar extensions of credit, any
other fund that invests in bank loans and similar extensions of credit and is
managed by the same investment advisor as such DIP Lender or by an Affiliate of
such investment advisor.

     "Dollars" and "$" shall mean lawful money of the United States of America.

     "Domestic Subsidiary" means any direct or indirect Subsidiary of any Loan
Party now or hereafter created and that is organized under the laws of the
United States of America or any state or territory thereof.

     "EBITDA" , with respect to each Borrower Group, shall have the meaning set
forth in the Covenant Addendum.

     "Eligible Assignee" shall mean (i) a commercial bank having total assets in
excess of $1,000,000,000; (ii) a finance company, insurance company or other
financial institution or fund, in each case acceptable to the Co-Lead Arrangers,
which in the ordinary course of business extends credit of the type contemplated
herein or buys and/or invests in commercial loans and has total assets in excess
of $200,000,000 and whose


                                       10




becoming an assignee would not constitute a prohibited transaction under Section
4975 of ERISA; (iii) a DIP Lender Affiliate; and (iv) any other financial
institution satisfactory to the Borrowers (whose approval shall not be
unreasonably withheld) and the Co-Lead Arrangers.

     "Environmental Lien" shall mean a Lien in favor of any Governmental
Authority for (i) any liability under federal or state environmental laws or
regulations or (ii) damages arising from or costs incurred by such Governmental
Authority in responding, pursuant to applicable Federal or State environmental
laws or regulations, to a release or threatened release of a hazardous or toxic
waste, substance or constituent, or other substance into the environment.

     "Equity Interests" shall mean (i) shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person or (ii) any
warrants, options or other rights to acquire such shares or interests.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

     "ERISA Affiliate" shall mean, with respect to any entity, any trade or
business (whether or not incorporated) that is under common control with such
entity within the meaning of Section 4.14(b) or (c) of the Code and the
regulations promulgated and rulings issued thereunder.

     "Eurocurrency Liabilities" shall have the meaning assigned thereto in
Regulation D issued by the Board, as in effect from time to time.

     "Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar
Loans.

     "Eurodollar Loan" shall mean any Loan bearing interest at a rate determined
by reference to the Adjusted LIBOR Rate in accordance with the provisions of
Article 2.

     "Event of Default" shall have the meaning set forth in Section 7.01.

     "Excluded Property" shall mean: (a) any franchises, licenses or equivalent
rights (collectively, "Franchises") as and to the extent the granting of a
security interest in any such Franchise would result in the forfeiture,
termination, or loss of such Franchise (it being understood that "Excluded
Property" shall not include any proceeds from the sale or other disposition of
any such Franchise), (b) any Equity Interest or Investment Property (as defined
in the Security and Pledge Agreement) as and to the extent that the holder of
such Equity Interest or Investment Property is prohibited or otherwise
restricted in the


                                       11




granting of a security interest with respect to such Equity Interest or
Investment Property, as applicable, whether by the organizational documents
relating to the entity to which such Equity Interest or Investment Property
relates, securityholders' agreement or otherwise (to the extent any such
restriction is enforceable) (it being understood that "Excluded Property" shall
not include any proceeds from the sale or other disposition of, or any dividends
or other distributions on, any such Equity Interest or Investment Property), (c)
voting Equity Interests in any Foreign Subsidiary that is a direct Subsidiary of
a Domestic Subsidiary, to the extent (but only to the extent) required to
prevent the Collateral from including more than 66 2/3% of all voting Equity
Interests in such Foreign Subsidiary or (d) Equity Interests in any Foreign
Subsidiary that is a direct Subsidiary of a Foreign Subsidiary; provided,
however, that any such asset described in clauses (a) or (b) shall constitute
Excluded Property if and for so long as such forfeiture, termination, or loss
would occur or such prohibition or restriction applies and, in each case, is not
overriden by order of the Bankruptcy Court.

     "Exit Conditions" shall mean, with respect to any Several Loan Party, each
of the following conditions: (i) the Cash Management Separation shall have
occurred with respect to such Loan Party, (ii) all Loans outstanding to the
Borrower in the Borrower Group to which such Loan Party belongs shall have been
repaid in full, together with accrued and unpaid interest thereon, (iii) all
Letters of Credit issued for the account of such Borrower shall have expired or
been cancelled (or cash collateralized as contemplated by clause (iv) below),
(iv) all other Secured Obligations of such Loan Party and each other Loan Party
which belongs to the same Borrower Group shall have been repaid in full (or, as
to Contingent Secured Obligations, 100% cash collateralized or, in the case of
Contingent Secured Obligations with respect to Letters of Credit, 110% cash
collateralized, in each case pursuant to arrangements reasonably satisfactory to
the Administrative Agent) and (v) the Borrowing Limit of the Borrowing Group to
which such Loan Party belongs shall be permanently reduced to $0.

     "Exiting Loan Party" shall mean any Several Loan Party from and after the
first date on which the Exit Conditions shall have been satisfied with respect
to such Loan Party.

     "Federal Funds Effective Rate" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published on such Business Day, the average (rounded upwards, if necessary, to
the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

     "Fees" shall mean collectively the Commitment Fees, Letter of Credit Fees
and other fees referred to in Sections 2.18, 2.19 and 2.20.


                                       12




     "First Delivery Date" shall mean, with respect to each Borrower, the date
of delivery of the first Monthly Budget with respect to such Borrower.

     "Final Order" shall have the meaning set forth in Section 4.02(d).

     "Financial Covenant Event of Default" shall mean any Event of Default
arising under Section 7.01(c) as a result of a failure by any Borrower to comply
with Section 6.04 or Section 6.05.

     "Financial Officer" shall mean, with respect to any Loan Party, the chief
financial officer, the vice president-finance, the treasurer or the controller
of such Loan Party.

     "Foreign Subsidiary" shall mean any direct or indirect Subsidiary of any
Loan Party now or hereafter created and that is organized under the laws of a
jurisdiction other than the United States of America or any State thereof.

     "Fronting Bank" shall mean JPMCB or any other DIP Lender, in each case in
its capacity as the issuer(s) of Letters of Credit hereunder, and its successors
in such capacity as provided for herein. A Fronting Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by an Affiliate of such
Fronting Bank, in which case the term "Fronting Bank" shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.

     "GAAP" shall mean generally accepted accounting principles applied in
accordance with Section 1.02.

     "Governmental Authority" shall mean any Federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality or
any court, in each case whether of the United States or foreign.

     "Guaranteed Obligations" shall mean (i) with respect to each Joint and
Several Guarantor, all Obligations of any other Loan Party and (ii) with respect
to each Several Guarantor, all Obligations of any other Loan Party which belongs
to the same Borrower Group as such Several Guarantor.

     "Guarantor" shall mean each Joint and Several Guarantor and each Several
Guarantor.

     "Holding Company Guarantor" shall mean each Person listed in Annex B under
the heading "Holding Company Guarantors".

     "Holding Company Specified Assets" shall have the meaning set forth in
clause (ii) of Section 2.22(a).


                                       13




     "Incremental Availability Date" shall mean the first date on which each of
the conditions set forth in Section 4.03 shall have been satisfied.

     "Indebtedness" shall mean, at any time and with respect to any Person, (i)
all indebtedness of such Person for borrowed money, (ii) all indebtedness of
such Person for the deferred purchase price of property or services (other than
property, including inventory, and services purchased, and expense accruals and
deferred compensation items arising in the ordinary course of business), (iii)
all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments (other than performance, surety and appeal bonds arising in
the ordinary course of business), (iv) all indebtedness of such Person created
or arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property), (v) all obligations of such Person
under leases that have been or should be, in accordance with GAAP, recorded as
capital leases, to the extent required to be so recorded, (vi) all
reimbursement, payment or similar obligations of such Person, contingent or
otherwise, under acceptance, letter of credit or similar facilities and all
obligations of such Person in respect of (x) currency swap agreements, currency
future or option contracts and other similar agreements designed to hedge
against fluctuations in foreign interest rates and (y) interest rate swap, cap
or collar agreements and interest rate future or option contracts; (vii) all
Indebtedness referred to in clauses (i) through (vi) above guaranteed directly
or indirectly by such Person, or in effect guaranteed directly or indirectly by
such Person through an agreement (A) to pay or purchase such Indebtedness or to
advance or supply funds for the payment or purchase of such Indebtedness, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell
services, primarily for the purpose of enabling the debtor to make payment of
such Indebtedness or to assure the holder of such Indebtedness against loss in
respect of such Indebtedness, (C) to supply funds to or in any other manner
invest in the debtor (including any agreement to pay for property or services
irrespective of whether such property is received or such services are rendered)
or (D) otherwise to assure a creditor against loss in respect of such
Indebtedness, and (viii) all Indebtedness referred to in clauses (i) through
(vii) above secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien upon or in
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness.

     "Initial DIP Lenders" shall mean JPMCB, CUSA, Wachovia Bank, N.A., The Bank
of Nova Scotia, Fleet National Bank, Bank of America, N.A. and General Electric
Capital Corporation.

     "Initial Majority DIP Lenders" shall mean, at any time, the Initial DIP
Lenders having Commitments in excess of 66 2/3% of the Total Commitment held by
the Initial DIP Lenders or, if the Commitments have been terminated in their
entirety, holding


                                       14




aggregate Outstanding Exposures of the Initial DIP Lenders with respect to all
Borrowers representing in excess of 66 2/3% of the aggregate Outstanding
Exposures of the Initial DIP Lenders with respect to all Borrowers; provided if
at such time no Initial DIP Lenders are DIP Lenders, the "Initial Majority DIP
Lenders" shall be the Required DIP Lenders at such time.

     "Insufficiency" shall mean, with respect to any Plan, the amount, if any,
of its unfunded benefit liabilities within the meaning of Section 4001(a)(18) of
ERISA.

     "Intellectual Property" shall have the meaning set forth in Section 5.07.

     "Intellectual Property Schedule" shall have the meaning set forth in
Section 5.07.

     "Inter-Group Debt Summary" shall have the meaning set forth in 5.01(n).

     "Intercompany Advances" shall mean any loans or advances from one Loan
Party to another Loan Party.

     "Interim Order" shall have the meaning set forth in Section 4.01(b).

     "Interest Payment Date" shall mean (i) as to any Eurodollar Loan, the last
day of each consecutive 30 day period running from the commencement of the
applicable Interest Period, and (ii) as to all ABR Loans, the last calendar day
of each month and the date on which any ABR Loans are refinanced with Eurodollar
Loans pursuant to Section 2.11.

     "Interest Period" shall mean, as to any Borrowing of Eurodollar Loans, the
period commencing on the date of such Borrowing (including as a result of a
refinancing of ABR Loans) or on the last day of the preceding Interest Period
applicable to such Borrowing and ending on the numerically corresponding day (or
if there is no corresponding day, the last day) in the calendar month that is
one or three months thereafter, as the relevant Borrower may elect in the
related notice delivered pursuant to Sections 2.05(b) or 2.11; provided,
however, that (i) if any Interest Period would end on a day which shall not be a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the immediately
preceding Business Day, and (ii) no Interest Period shall end later than the
Termination Date.

     "Investments" shall have the meaning set forth in Section 6.10.

     "Joint and Several Borrower" means the Person listed in Annex B under the
heading "Joint and Several Borrower Group" and designated as the "Borrower".


                                       15




     "Joint and Several Borrower Group" shall mean any Borrower Group with
respect to which the Borrower is a Joint and Several Borrower.

     "Joint and Several Guarantor" shall mean (i) each Person (other than a
Joint and Several Borrower) which belongs to a Joint and Several Borrower Group
and (ii) each Holding Company Guarantor.

     "Joint and Several Loan Party" shall mean (i) each Joint and Several
Borrower and (ii) each Joint and Several Guarantor.

     "JPMCB" shall mean JPMorgan Chase Bank and its successors.

     "JPMSI" shall mean J.P. Morgan Securities Inc. and its successors.

     "Letter of Credit" shall mean any irrevocable letter of credit issued
pursuant to Section 2.02, which letter of credit shall be in such form as may be
reasonably approved from time to time by the Administrative Agent and the
applicable Fronting Bank.

     "Letter of Credit Account" shall mean, with respect to any Borrower, the
account established by such Borrower under the sole and exclusive control of the
Administrative Agent maintained at the office of the Administrative Agent at 270
Park Avenue, New York, NY 10017 designated as the "[Borrower's Name] Letter of
Credit Account" and used solely for the purposes set forth in Sections 2.02(b)
and 2.12.

     "Letter of Credit Fees" shall mean the fees payable in respect of Letters
of Credit pursuant to Section 2.20.

     "Letter of Credit Outstandings" shall mean, at any time, with respect to
any Borrower, the sum of (i) the aggregate undrawn stated amount of all Letters
of Credit issued for the account of such Borrower then outstanding plus (ii) all
outstanding Reimbursement Obligations under Letters of Credit issued for the
account of such Borrower, in each case at such time.

     "Letter of Credit Sublimit" shall mean, at any time, with respect to any
Borrower, the lesser of (i) the amount set forth in Annex B under the column
"Letter of Credit Sublimit" opposite such Borrower's name and (ii) such
Borrower's Borrowing Limit at such time.

     "Lien" shall mean any mortgage, deed of trust, constructive trust or other
trust, pledge, security interest, security agreement, financing statement,
consignment or bailment given for purposes of security, indenture, encumbrance,
claim, lien or charge of any kind whatsoever (including any conditional sale or
other title retention agreement or any lease in the nature thereof).


                                       16




     "Loan" shall have the meaning set forth in Section 2.01.

     "Loan Documents" shall mean this Agreement, the Letters of Credit, the
Security and Pledge Agreement, and any other instrument or agreement executed
and delivered in connection herewith, in each case as the same may be amended,
restated, supplemented or replaced from time to time.

     "Loan Party" shall mean any Borrower or any Guarantor.

     "Long-Term Budget" shall have the meaning set forth in Section 5.01(l).

     "Material Adverse Effect" shall mean, with respect to any Loan Party, a
material adverse effect on (i) (x) if such Loan Party is a Several Borrower or
any Several Guarantor, the business, assets, operations, prospects or condition,
financial or otherwise, of the Borrower Group to which such Several Borrower or
Several Guarantor belongs, taken as a whole and (y) if such Loan Party is a
Joint and Several Borrower, the business, assets, operations, prospects or
condition, financial or otherwise of any Borrowing Group taken as a whole, (ii)
the ability of such Loan Party or any other Loan Party that is liable with
respect to such Loan Party's Obligations under the Loan Documents to perform any
of its obligations under any Loan Documents such that it has a material adverse
effect on the ability of the Borrowing Group to which such Loan Party belongs to
perform any of its obligations under any Loan Documents or (iii) the rights of
or benefits available to any Agent, the Fronting Banks or the DIP Lenders under
any Loan Document with respect to such Loan Party or any other Loan Party that
is liable with respect to such Loan Party's Obligations under the Loan
Documents.

     "Maturity Date" shall mean June 25, 2004.

     "Monthly Budget" shall have the meaning set forth in Section 5.01(k).

     "Monthly Usage Limit" shall mean, with respect to any Borrower, for any
calendar month ending on or after the 120th 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.

     "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.

     "Multiple Employer Plan" shall mean a Single Employer Plan, that (i) is
maintained for employees of any Loan Party or an ERISA Affiliate and at least
one Person other than the Loan Parties and their ERISA Affiliates or (ii) was so
maintained


                                       17




and in respect of which any Loan Party or an ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such Plan has been or
were to be terminated.

     "Net Proceeds" shall mean, with respect to any Reduction Event, (a) the
proceeds received in respect thereof including (i) in the case of a casualty,
insurance proceeds, and (ii) in the case of a condemnation or similar event,
condemnation awards and similar payments, in each case net of (b) (x) all
expenses that are directly related to (or the need for which arises as a result
of) the Reduction Event, including, but not limited to, related severance costs,
taxes payable, brokerage commissions, professional expenses and other similar
costs that are directly related to such Reduction Event (it being understood
that taxes on overall income and capital gain taxes are not directly related to
such Reduction Event) and (y) any amount of such proceeds that, upon the order
of the Bankruptcy Court, shall be required to be escrowed or otherwise set aside
for the benefit of holders of claims against such Loan Parties other than the
Obligations.

     "120th Day" means the 120th day after the date of this Agreement.

     "Obligations" shall mean all obligations, now or hereafter existing, under
this Agreement and the other Loan Documents, including, but not limited to, (a)
the due and punctual payment of all principal of and interest on the Loans and
the Reimbursement Obligations, (b) the due and punctual payment of the Fees and
all other present and future, fixed or contingent, obligations of any Loan Party
to the DIP Lenders, the Fronting Banks and any Agent under the Loan Document,
(c) all obligations of the Loan Parties, now or hereafter existing, described in
clause (f) of Section 6.03 and (d) any amendments, restatements, renewals,
extensions or modifications of any of the foregoing.

     "Orders" shall mean the Interim Order and the Final Order of the Bankruptcy
Court referred to in Sections 4.01(b) and 4.02(d).

     "Other Taxes" shall have the meaning set forth in Section 2.17.

     "Outstanding Exposure" shall mean, at any time, with respect to any
Borrower, the then outstanding aggregate principal amount of the Loans by all
DIP Lenders to such Borrower plus the then aggregate Letter of Credit
Outstandings.

     "Outstanding Permitted Inter-Group Debt" shall mean, with respect with any
Borrower Group, at any date, the aggregate outstanding principal or face amount
of all Permitted Inter-Group Debt of such Borrower and each other Loan Party
which belongs to such Borrower's Borrower Group, as set forth in the Inter-Group
Debt Summary most recently delivered by such Borrower on or prior to such date.


                                       18




     "Parent" shall mean Adelphia Communications Corporation, a Delaware
corporation, and its successors.

     "Parent Group" shall mean the Parent and all of its direct and indirect
Subsidiaries.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
successor agency or entity performing substantially the same functions.

     "Permitted Inter-Group Advance" shall have the meaning set forth in Section
6.10(b).

     "Permitted Inter-Group Debt" shall have the meaning set forth in Section
6.10(b).

     "Permitted Inter-Group Debt Liens" shall have the meaning set forth in
Section 6.10(b).

     "Permitted Inter-Group Guarantee" shall have the meaning set forth in
Section 6.10(b).

     "Permitted Investments" shall mean:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within twelve months from the date of acquisition thereof;

          (b) without limiting the provisions of paragraph (d) below,
     investments in commercial paper maturing within six months from the date of
     acquisition thereof and having, at such date of acquisition, a rating of at
     least "A-2" or the equivalent thereof from Standard & Poor's Corporation or
     of at least "P-2" or the equivalent thereof from Moody's Investors Service,
     Inc.;

          (c) investments in certificates of deposit, banker's acceptances and
     time deposits (including Eurodollar time deposits) maturing within six
     months from the date of acquisition thereof issued or guaranteed by or
     placed with (i) any domestic office of the Administrative Agent or the bank
     with whom the Borrowers and the Guarantors maintain their cash management
     system, provided, that if such bank is not a DIP Lender hereunder, such
     bank shall have entered into an agreement with the Administrative Agent
     pursuant to which such bank shall have waived all rights of setoff and
     confirmed that such bank does not have, nor shall it claim, a security
     interest therein or (ii) any domestic office of any


                                       19




     other commercial bank of recognized standing organized under the laws of
     the United States of America or any State thereof that has a combined
     capital and surplus and undivided profits of not less than $250,000,000 and
     is the principal banking subsidiary of a bank holding company having a
     long-term unsecured debt rating of at least "A-2" or the equivalent thereof
     from Standard & Poor's Corporation or at least "P-2" or the equivalent
     thereof from Moody's Investors Service, Inc.;

          (d) investments in commercial paper maturing within six months from
     the date of acquisition thereof and issued by (i) the holding company of
     the Administrative Agent or (ii) the holding company of any other
     commercial bank of recognized standing organized under the laws of the
     United States of America or any State thereof that has (A) a combined
     capital and surplus in excess of $250,000,000 and (B) commercial paper
     rated at least "A-2" or the equivalent thereof from Standard & Poor's
     Corporation or at least "P-2" or the equivalent thereof from Moody's
     Investors Service, Inc.;

          (e) investments in repurchase obligations with a term of not more than
     seven days for underlying securities of the types described in clause (a)
     above entered into with any office of a bank or trust company meeting the
     qualifications specified in clause (c) above; and

          (f) investments in money market funds substantially all the assets of
     which are comprised of securities of the types described in clauses (a)
     through (e) above.

     "Permitted Liens" shall mean (i) Liens imposed by law (other than
Environmental Liens and any Lien imposed under ERISA) for taxes, assessments or
charges of any Governmental Authority for claims not yet due and payable or that
are being contested in good faith by appropriate proceedings and with respect to
which adequate reserves or other appropriate provisions are being maintained in
accordance with GAAP; (ii) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens (other than Environmental
Liens and any Lien imposed under ERISA) in existence on the Petition Date or
thereafter imposed by law (including, without limitation, valid Liens in
existence on the Petition Date that are perfected subsequent to the Petition
Date as permitted by Sections 546(b) and 362(b)(18) of the Bankruptcy Code) and
created in the ordinary course of business; (iii) Liens (other than any Lien
imposed under ERISA) incurred or deposits made in the ordinary course of
business (including, without limitation, surety bonds and appeal bonds) in
connection with workers' compensation, unemployment insurance and other types of
social security benefits or to secure the performance of tenders, bids, leases,
franchise agreements and other contracts (other than for the repayment of
Indebtedness), statutory obligations and other similar obligations incurred in
the ordinary course of business or arising as a result of progress payments
under government contracts; (iv) easements (including, without


                                       20




limitation, reciprocal easement agreements and utility agreements),
rights-of-way, covenants, consents, reservations, encroachments, variations and
zoning and other restrictions, charges or encumbrances (whether or not recorded)
and interest of ground lessors, that do not materially interfere with the
ordinary conduct of the business of any Loan Party or the use thereof by such
Loan Party; (v) purchase money Liens (including Capitalized Leases) upon or in
any property acquired or held in the ordinary course of business to secure the
purchase price of such property or to secure Indebtedness permitted by Section
6.03(g) solely for the purpose of financing the acquisition of such property;
(vi) extensions, renewals or replacements of any Lien referred to in paragraphs
(i) through (v) above, provided that the principal amount of the obligation
secured thereby is not increased and that any such extension, renewal or
replacement is limited to the property originally encumbered thereby, (vii)
Liens approved by the Co-Lead Arrangers in their sole discretion as contemplated
by Section 4.03(c), and (viii) Liens of utilities incurred in the ordinary
course of business on cables and other property affixed to transmission poles
pursuant to pole agreements and pole rental and similar agreements.

     "Person" shall mean any natural person, corporation, division of a
corporation, partnership, trust, joint venture, association, company, estate,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Petition Date" shall mean June 25, 2002.

     "Plan" shall mean a Single Employer Plan or a Multiemployer Plan.

     "Prepayment Date" shall mean 45 days after the entry of the Interim Order
by the Bankruptcy Court if the Final Order has not been entered by the
Bankruptcy Court prior to the expiration of such 45-day period.

     "Pre-Petition Facilities" shall mean each of the credit facilities
described in Annex C and "Pre-Petition Facility" means any one of them.

     "Pre-Petition Lender" shall mean any lender party to a Pre-Petition
Facility, and their respective successors and assigns.

     "Pre-Petition Liens" shall mean each of the Liens securing any of the
pre-petition Indebtedness due to the Pre-Petition Lenders under the Pre-Petition
Facilities.

     "Pre-Petition Payment" shall mean a payment (by way of adequate protection
or otherwise) of principal or interest or otherwise on account of any
pre-petition Indebtedness or trade payables or other pre-petition claims against
any Loan Party.

     "Reduction Event" shall mean (i) any sale, lease, transfer or other
disposition of assets of any Loan Party (other than any disposition to any other
Loan Party that belongs


                                       21




to the same Borrower Group), (ii) any casualty or other insured damage to any
property of any Loan Party, or any taking of any such property under power of
eminent domain or by condemnation or similar proceeding, or any transfer of any
such property in lieu of a condemnation or similar taking thereof, (iii) the
issuance by any Loan Party of any Equity Interest, or the receipt by any Loan
Party of any capital contribution, other than any such issuance of an Equity
Interest to, or receipt of any such capital contribution from, any other Loan
Party which belongs to the same Borrower Group; or (iv) the incurrence by any
Loan Party of any Indebtedness, other than Indebtedness permitted under Section
6.03, other than any event described in any of the foregoing clauses so long as
the proceeds from any such single event (or series of related events) do not
exceed $100,000.

     "Register" shall have the meaning set forth in section 10.03(d).

     "Reimbursement Obligations" shall mean, with respect to each Borrower, at
any time, all obligations of such Borrower to reimburse each Fronting Bank for
amounts paid by it in respect of drawings under Letters of Credit issued by such
Fronting Bank for the account of such Borrower.

     "Reorganization Plan" shall mean a plan of reorganization in any of the
Cases.

     "Required DIP Lenders" shall mean, at any time, DIP Lenders having
Commitments in excess of 50% of the Total Commitment or, if the Commitments have
been terminated in their entirety, holding aggregate Outstanding Exposures with
respect to all Borrowers representing in excess of 50% of the aggregate
Outstanding Exposures with respect to all Borrowers.

     "SEC Reporting Date" means the first date after the date of effectiveness
of this Agreement on which the Parent files a Form 10-Q or Form 10-K with the
Securities and Exchange Commission (regardless of whether such filing is with
respect to a period ended prior to or after the date of effectiveness of this
Agreement).

     "Secured Obligations" shall have the meaning set forth in the Security and
Pledge Agreement.

     "Security and Pledge Agreement" shall have the meaning set forth in Section
4.01(c).

     "Several Borrower" shall mean each Person listed in Annex B as a Borrower
other than the "Joint and Several Borrower".

     "Several Borrower Group" shall mean each Borrower Group with respect to
which the Borrower is a Several Borrower.


                                       22




     "Several Guarantor" shall mean each Person (other than a Several Borrower)
which belongs to a Several Borrower Group.

     "Several Loan Party" shall mean each Several Borrower and each Several
Guarantor.

     "Single Employer Plan" shall mean a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (i) is maintained for employees of any
Borrower or an ERISA Affiliate or (ii) was so maintained and in respect of which
any Borrower could have liability under Section 4069 of ERISA in the event such
Plan has been or were to be terminated.

     "SSB" shall mean Salomon Smith Barney Inc. and its successors.

     "Statutory Reserves" shall mean on any date the percentage (expressed as a
decimal) established by the Board and any other banking authority that is (i)
for purposes of the definition of Base CD Rate, the then stated maximum rate of
all reserves (including, but not limited to, any emergency, supplemental or
other marginal reserve requirement) for a member bank of the Federal Reserve
System in New York City, for new three month negotiable nonpersonal time
deposits in dollars of $100,000 or more or (ii) for purposes of the definition
of Adjusted LIBOR Rate, the then stated maximum rate for all reserves (including
but not limited to any emergency, supplemental or other marginal reserve
requirements) applicable to any member bank of the Federal Reserve System in
respect of Eurocurrency Liabilities (or any successor category of liabilities
under Regulation D issued by the Board, as in effect from time to time). Such
reserve percentages shall include, without limitation, those imposed pursuant to
said Regulation. The Statutory Reserves shall be adjusted automatically on and
as of the effective date of any change in such percentage.

     "Stop Issuance Notice" shall have the meaning set forth in Section 2.02(b).

     "Subsidiary" means, with respect to any Person (herein referred to as the
"parent"), a corporation, partnership, limited liability company or other entity
(whether now existing or hereafter organized) of which shares of stock or other
ownership interest having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership, limited liability company or other entity are at
the time owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by the parent. Unless
otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in
this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrowers.

     "Super-Majority DIP Lenders" shall have the meaning set forth in Section
10.10(b).


                                       23




     "Superpriority Claim" shall mean a claim against any Loan Party in any of
the Cases that is a superpriority administrative expense claim having priority
over any or all administrative expenses and other claims of the kind specified
in, or otherwise arising or ordered under, any Sections of the Bankruptcy Code
(including, without limitation, Sections 105, 326, 328 , 330, 331, 503(b),
506(c), 507(a), 507(b), 546(c) and/or 726 thereof), whether or not such claim or
expenses may become secured by a judgment lien or other non-consensual lien,
levy or attachment.

     "Syndication Agent" shall mean SSB in its capacity as Syndication Agent
under the Loan Documents, and its successors in such capacity.

     "Taxes" shall have the meaning set forth in Section 2.17.

     "Termination Date" shall mean the earliest to occur of (i) the Prepayment
Date, (ii) the Maturity Date, (iii) the Consummation Date and (iv) the
acceleration of the Loans and the termination of the Commitments in accordance
with the terms hereof; provided that in the event (x) a Reorganization Plan for
each Loan Party in a Several Borrower Group has been "accepted" within the
meaning of Section 1126 of the Bankruptcy Code by the Pre-Petition Lenders to
such Several Borrower Group as a class and (y) the date of substantial
consummation (as defined in Section 1101(2) of the Bankruptcy Code) of such plan
shall have occurred (and the date of substantial consummation of a plan of
reorganization for each Loan Party that belongs to any other then existing
Borrower Group shall not have occurred simultaneously), the "Consummation Date"
shall be deemed to have occurred only as to the Several Borrower Group with
respect to which such plan has been substantially consummated, and not with
respect to any other Borrower Groups. Upon occurrence of the Termination Date
with respect to any Borrower Group in accordance with the immediately preceding
sentence, the Termination Date shall be deemed to have occurred with respect to
all Loan Parties in such Borrowing Group for all purposes under this Agreement
and the other Loan Documents (including without limitation Sections 2.01(a) and
2.02(a) hereof).

     "Termination Event" shall mean, with respect to any Loan Party or ERISA
Affiliate (i) a "reportable event", as such term is described in Section 4043 of
ERISA and the regulations issued thereunder (other than a "reportable event" not
subject to the provision for 30-day notice to the PBGC under Section 4043 of
ERISA or such regulations and a "reportable event" under PBGC Regulation
4043.35) or an event described in Section 4068 of ERISA excluding events
described in Section 4043(c)(9) of ERISA or PBGC Regulations 4043.21 and
4043.23, or (ii) the withdrawal of any Borrower or any ERISA Affiliate from a
Multiple Employer Plan during a plan year in which it was a "substantial
employer", as such term is defined in Section 4001(c) of ERISA, or the
incurrence of liability by any Loan Party or any ERISA Affiliate under Section
4064 of ERISA upon the termination of a Multiple Employer Plan, or (iii)
providing notice of intent to terminate a Plan pursuant to Section 4041(c) of
ERISA or


                                       24




the treatment of a Plan amendment as a termination under Section 4041 of ERISA,
or (iv) the institution of proceedings to terminate a Plan by the PBGC under
Section 4042 of ERISA or (v) any other event or condition (other than the
commencement of the Cases and the failure to have made any contribution accrued
as of the Petition Date but not paid) that would reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or the imposition of any
liability under Title IV of ERISA (other than for the payment of premiums to the
PBGC).

     "Total Commitment" shall mean, at any time, the sum of all the Commitments
at such time.

     "Transferee" shall have the meaning set forth in Section 2.17.

     "True-Up Event of Default" shall mean, with respect to any Borrower Group,
an Event of Default arising under Section 7.01(c) as a result of a failure by
any Borrower to comply with the provisions of Section 6.10(d) at any time or
date on which compliance therewith is required pursuant to the terms of Section
6.10(d).

     "Type" when used in respect of any Loan or Borrowing shall refer to the
Rate of interest by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall mean
the Adjusted LIBOR Rate and the Alternate Base Rate.

     "Unused Total Commitment" shall mean, at any time, the Total Commitment
minus the aggregate Outstanding Exposure with respect to all Borrowers, in each
case at such time.

     "Withdrawal Liability" shall have the meaning given such term under Part I
of Subtitle E of Title IV of ERISA.

     SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. All references herein to Sections, Exhibits and
Schedules shall be deemed references to Sections of, and Exhibits and Schedules
to, this Agreement unless the context shall otherwise require. Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time; provided, however, that for purposes of determining compliance with any
covenant set forth in Section 6.04 or 6.05, such terms shall be construed in
accordance with GAAP as specified in the Covenant Addendum.


                                       25




                                    ARTICLE 2
                           AMOUNT AND TERMS OF CREDIT

     SECTION 2.01. Commitments of the DIP Lenders.

     (a) Upon the terms and subject to the conditions herein set forth
(including, without limitation, the provisions of Section 2.26 and Article 4)
each DIP Lender, severally and not jointly with the other DIP Lenders, agrees to
make loans (each a "Loan" and collectively, the "Loans") to each Borrower at any
time and from time to time during the period commencing on the date hereof and
ending on the Termination Date; provided that, after giving effect to any such
Loan, (i) the Outstanding Exposure with respect to such Borrower does not exceed
such Borrower's Borrowing Limit and (ii) the Outstanding Exposure with respect
to all Borrowers does not exceed the Total Commitment. Loans made pursuant to
this subsection (a) may be repaid and reborrowed in accordance with the
provisions of this Agreement.

     (b) Each Borrowing shall be funded by the DIP Lenders pro rata in
accordance with their respective Commitments; provided, however, that the
failure of any DIP Lender to make any Loan shall not in itself relieve the other
DIP Lenders of their obligations to lend.

     SECTION 2.02. Letters of Credit.

     (a) Upon the terms and subject to the conditions herein set forth, each
Borrower may request a Fronting Bank, at any time and from time to time after
the date hereof and prior to the Termination Date, to issue, and subject to the
terms and conditions contained herein, and so long as no Stop Issuance Notice is
in effect, such Fronting Bank shall issue, for the account of such Borrower, one
or more Letters of Credit for the uses specified in Section 5.08; provided that
after giving effect to such issuance (i) the Outstanding Exposure with respect
to such Borrower does not exceed such Borrower's Borrowing Limit, (ii) the
Outstanding Exposure with respect to all Borrowers does not exceed the Total
Commitment and (iii) the Letter of Credit Outstandings with respect to such
Borrower do not exceed such Borrower's Letter of Credit Sublimit. To the extent
the letter of credit facility hereunder is used to issue Letters of Credit in
support of surety or performance bonds and similar obligations, each Borrower
shall obtain a separate Letter of Credit, or be liable with respect to, an
amount that is commensurate with the benefit to be received by such Borrower as
a result of the transactions supported by such surety bonds or similar
obligations.

     (b) If the Required DIP Lenders determine at any time that the conditions
set forth in Section 4.02 would not be satisfied in respect of a Credit Event at
such time, then the Required DIP Lenders may request that the Administrative
Agent issue a "Stop Issuance Notice", and the Administrative Agent shall issue
such notice to each Fronting Bank. Such Stop Issuance Notice shall be withdrawn
upon a determination by the


                                       26




Required DIP Lenders that the circumstances giving rise thereto no longer exist.
No Letter of Credit shall be issued while a Stop Issuance Notice is in effect.
The Required DIP Lenders may request issuance of a Stop Issuance Notice only if
there is a reasonable basis therefor, and shall consider reasonably and in good
faith a request from a Borrower for withdrawal of the same on the basis that the
conditions in Section 4.02 are satisfied; provided that the Administrative Agent
and the Fronting Banks may and shall conclusively rely on any Stop Issuance
Notice while it remains in effect.

     (c) No Letter of Credit shall expire later than 10 days prior to the
Maturity Date.

     (d) Each Borrower shall pay to each Fronting Bank, in addition to such
other fees and charges as are specifically provided for in Section 2.20 hereof,
such fees and charges in connection with the issuance and processing of the
Letters of Credit issued by such Fronting Bank for the account of such Borrower
as are customarily imposed by such Fronting Bank from time to time in connection
with letter of credit transactions.

     (e) Drafts drawn under each Letter of Credit shall be reimbursed by the
Borrower in Dollars not later than the first Business Day following the date of
draw and shall bear interest from the date of draw until the first Business Day
following the date of draw at a rate per annum equal to the Alternate Base Rate
plus the Applicable Margin and thereafter until reimbursed in full at a rate per
annum equal to the Alternate Base Rate plus the Applicable Margin plus 2%
(computed on the basis of the actual number of days elapsed over a year of 360
days). The Borrower shall effect such reimbursement (x) if such draw occurs
prior to the Termination Date applicable to such Letter of Credit, in cash or
through a Borrowing or (y) if such draw occurs on or after the Termination Date,
in cash.

     (f) Immediately upon the issuance of any Letter of Credit by any Fronting
Bank, such Fronting Bank shall be deemed to have sold to each DIP Lender other
than such Fronting Bank and each such other DIP Lender shall be deemed
unconditionally and irrevocably to have purchased from such Fronting Bank,
without recourse or warranty, an undivided interest and participation, to the
extent of such DIP Lender's Commitment Percentage, in such Letter of Credit,
each drawing thereunder and the Obligations of the Borrower and the Guarantors
under this Agreement with respect thereto. Upon any change in the Commitments
pursuant to Section 10.03, it is hereby agreed that with respect to all Letter
of Credit Outstandings, there shall be an automatic adjustment to the
participations hereby created to reflect the new Commitment Percentages of the
assigning and assignee DIP Lenders. Any action taken or omitted by a Fronting
Bank under or in connection with a Letter of Credit, if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for such
Fronting Bank any resulting liability to any other DIP Lender.


                                       27




     (g) In the event that a Fronting Bank makes any payment under any Letter of
Credit and the Borrower shall not have reimbursed such amount in full to such
Fronting Bank pursuant to this Section, the Fronting Bank shall promptly notify
the Administrative Agent, which shall promptly notify each DIP Lender of such
failure, and each such DIP Lender shall promptly and unconditionally pay to the
Administrative Agent for the account of such Fronting Bank the amount of such
DIP Lender's Commitment Percentage of such unreimbursed payment in Dollars and
in same day funds. If such Fronting Bank so notifies the Administrative Agent,
and the Administrative Agent so notifies the DIP Lenders prior to 11:00 a.m.
(New York City time) on any Business Day, each of the DIP Lenders shall make
available to such Fronting Bank such DIP Lender's Commitment Percentage of the
amount of such payment on such Business Day in same day funds. If and to the
extent such DIP Lender shall not have so made its Commitment Percentage of the
amount of such payment available to such Fronting Bank, such DIP Lender agrees
to pay to such Fronting Bank, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to the Administrative Agent for the account of such Fronting Bank at the Federal
Funds Effective Rate. The failure of any DIP Lender to make available to the
Fronting Bank its Commitment Percentage of any payment under any Letter of
Credit shall not relieve any other DIP Lender of its obligation hereunder to
make available to the Fronting Bank its Commitment Percentage of any payment
under any Letter of Credit on the date required, as specified above, but no DIP
Lender shall be responsible for the failure of any other DIP Lender to make
available to such Fronting Bank such other DIP Lender's Commitment Percentage of
any such payment. Whenever a Fronting Bank receives a payment of a Reimbursement
Obligation as to which it has received any payments from DIP Lenders pursuant to
this paragraph, such Fronting Bank shall pay to each DIP Lender which has paid
its Commitment Percentage thereof, in Dollars and in same day funds, an amount
equal to such DIP Lender's Commitment Percentage thereof.

     SECTION 2.03. Issuance. Whenever a Borrower desires a Fronting Bank to
issue a Letter of Credit, it shall give to such Fronting Bank and the
Administrative Agent at least two Business Days' prior written (including
telegraphic, telex, facsimile or cable communication) notice (or such shorter
period as may be agreed upon by the Administrative Agent, such Borrower and such
Fronting Bank) specifying the date on which the proposed Letter of Credit is to
be issued (which shall be a Business Day), the stated amount of the Letter of
Credit so requested, the conditions for the drawing thereof, the expiration date
of such Letter of Credit and the name and address of the beneficiary thereof.

     SECTION 2.04. Nature of Letter of Credit Obligations Absolute. The
obligations of the Borrower to reimburse the DIP Lenders for drawings made under
any Letter of Credit shall be unconditional and irrevocable and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including, without limitation: (i) any lack of validity or enforceability of any
Letter of Credit; (ii) the existence of any


                                       28




claim, setoff, defense or other right that such Borrower or any Guarantor may
have at any time against a beneficiary of any Letter of Credit or against any of
the DIP Lenders, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction; (iii) any draft, demand,
certificate or other document presented under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; (iv) payment by a Fronting
Bank of any Letter of Credit against presentation of a demand, draft or
certificate or other document which does not comply with the terms of such
Letter of Credit; (v) any other circumstance or happening whatsoever, that is
similar to any of the foregoing; or (vi) the fact that any Event of Default
shall have occurred and be continuing.

     SECTION 2.05. Making of Loans.

     (a) Except as contemplated by Section 2.10, Loans shall be either ABR Loans
or Eurodollar Loans as the relevant Borrower may request subject to and in
accordance with this Section, provided that all Loans made to a single Borrower
pursuant to the same Borrowing shall, unless otherwise specifically provided
herein, be Loans of the same Type. Each DIP Lender may fulfill its Commitment
with respect to any Eurodollar Loan or ABR Loan by causing any lending office of
such DIP Lender to make such Loan; provided that any such use of a lending
office shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement. Subject to the other provisions of
this Section and the provisions of Section 2.11, Borrowings of Loans of more
than one Type may be incurred at the same time, provided that no more than ten
(10) Borrowings of Eurodollar Loans may be outstanding at any time.

     (b) The relevant Borrower shall give the Administrative Agent (x) at least
three (3) Business Days' prior notice for each Borrowing of Eurodollar Loans and
(y) same day notice for each Borrowing of ABR Loans; such notice shall be
irrevocable and shall specify (x) the amount of such Borrowing (which shall not
be less than $5,000,000 or an integral multiple of $100,000 in excess thereof in
the case of Eurodollar Loans and not less than $1,000,000 or an integral
multiple of $500,000 in excess thereof in the case of ABR Loans), (y) the date
of such Borrowing (which shall be a Business Day) and (z) the disbursement
instructions for such Borrowing. Such notice, to be effective, must be received
by the Administrative Agent not later than (1) 12:00 noon, New York City time,
on the third Business Day preceding the date on which such Borrowing is to be
made, in the case of Eurodollar Loans and (2) 10:00 A.M., New York City time, on
the day such Borrowing is to be made, in the case of ABR Loans, except as
provided in the last sentence of this Section 2.05(b). Such notice shall specify
whether the Borrowing then being requested is to be a Borrowing of ABR Loans or
Eurodollar Loans. If no election is made as to the Type of Loan, such notice
shall be deemed a request for Borrowing of ABR Loans. The Administrative Agent
shall promptly notify each DIP Lender of its proportionate share of such
Borrowing, the date of such Borrowing, the Type of Borrowing or Loans being
requested and the Interest Period or Interest Periods


                                       29




applicable thereto, as appropriate. On the borrowing date specified in such
notice, each DIP Lender shall make its share of the Borrowing available at the
office of the Administrative Agent at 270 Park Avenue, New York, NY 10017, no
later than 12:00 noon, New York City time, in immediately available funds. Upon
receipt of the funds made available by the DIP Lenders to fund any borrowing
hereunder, the Administrative Agent shall disburse such funds in the manner
specified in the notice of borrowing delivered by the Borrower.

     SECTION 2.06. Repayment of Loans; Evidence of Debt.

     (a) Each Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each DIP Lender the then unpaid
principal amount of each Loan made to such Borrower on the Termination Date.

     (b) Each DIP Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of each Borrower to such DIP
Lender resulting from each Loan made by such DIP Lender to such Borrower,
including the amounts of principal and interest payable and paid by such
Borrower to such DIP Lender from time to time hereunder.

     (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Borrower and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the relevant Borrower
to each DIP Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the DIP Lenders in respect of
the Loans and each DIP Lender's share thereof.

     (d) The entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any
DIP Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of any Borrower to repay
the Loans made to such Borrower in accordance with the terms of this Agreement.

     (e) Any DIP Lender may request that Loans made by it to any Borrower be
evidenced by a promissory note of such Borrower. In such event, the relevant
Borrower shall execute and deliver to such DIP Lender a promissory note payable
to the order of such DIP Lender (or, if requested by such DIP Lender, to such
DIP Lender and its registered assigns) in the form attached hereto as Exhibit B.
Thereafter, the Loans made to such Borrower and evidenced by such promissory
note and interest thereon shall at all times (including after assignment
pursuant to Section 10.03) be represented by one or more promissory notes in
such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).


                                       30




     SECTION 2.07. Interest on Loans.

     (a) Subject to the provisions of Section 2.08, each ABR Loan shall bear
interest (computed on the basis of the actual number of days elapsed over a year
of 360 days) at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin.

     (b) Subject to the provisions of Section 2.08, each Eurodollar Loan shall
bear interest (computed on the basis of the actual number of days elapsed over a
year of 360 days) at a rate per annum equal, during each Interest Period
applicable thereto, to the Adjusted LIBOR Rate for such Interest Period in
effect for such Borrowing plus the Applicable Margin.

     (c) Accrued interest on all Loans shall be payable in arrears on each
Interest Payment Date applicable thereto, at maturity (whether by acceleration
or otherwise), after such maturity on demand and (with respect to Eurodollar
Loans) upon any repayment or prepayment thereof (on the amount repaid or
prepaid).

     SECTION 2.08. Default Interest. If any Borrower or any Guarantor with
respect to such Borrower, as the case may be, shall default in the payment of
the principal of or interest on any Loan made to such Borrower or in the payment
of any other amount becoming due hereunder (including, without limitation, the
reimbursement pursuant to Section 2.02(e) of any draft drawn under a Letter of
Credit issued for the account of such Borrower), whether at stated maturity, by
acceleration or otherwise, such Borrower or such Guarantor, as the case may be,
shall on demand from time to time pay interest, to the extent permitted by law,
on such defaulted amount up to (but not including) the date of actual payment
(after as well as before judgment) at a rate per annum (computed on the basis of
the actual number of days elapsed over a year of 360 days) equal to (x) in the
case of Borrowings consisting of Eurodollar Loans, the Adjusted LIBOR Rate in
effect for such Borrowing plus the Applicable Margin plus 2%, (y) in the case of
Borrowings consisting of ABR Loans, the Alternate Base Rate in effect for such
Borrowing plus the Applicable Margin plus 2% and (z) in the case of all other
amounts, the Alternate Base Rate plus 2%.

     SECTION 2.09. Optional Termination or Reduction of Commitment or Borrowing
Limits. (a) Upon at least two Business Days' prior written notice to the
Administrative Agent, the Borrowers may at any time in whole permanently
terminate, or from time to time in part permanently reduce, the Unused Total
Commitment.

     (b) Each such reduction of the Commitments pursuant to subsection (a) shall
be in the principal amount of $5,000,000 or any integral multiple of $1,000,000
in excess thereof and shall be applied on a pro rata basis to each DIP Lender's
Commitment. Simultaneously with each reduction or termination of the Unused
Total Commitment, the Borrowers shall pay to the Administrative Agent for the
account of


                                       31




each DIP Lender the Commitment Fee accrued on the amount of the Commitment of
such DIP Lender so terminated or reduced through the date thereof.

     (c) Upon at least two Business Days' prior written notice to the
Administrative Agent, any Borrower may at any time in whole permanently
terminate, or from time to time in part permanently reduce, its Borrowing Limit;
provided that (i) no Borrower may reduce its Borrowing Limit to an amount below
its then Outstanding Exposure and (ii) no Joint and Several Borrower may reduce
its Borrowing Limit to $0 pursuant to this subsection (c).

     (d) Each such partial reduction of any Borrowing Limit pursuant to
subsection (c) shall be in the principal amount of $1,000,000 or any integral
multiple of $500,000 in excess thereof.

     SECTION 2.10. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two (2) Business Days prior to the commencement of any
Interest Period for a Eurodollar Loan, the Administrative Agent shall have
determined (which determination shall be conclusive and binding upon each of the
Borrowers absent manifest error) that reasonable means do not exist for
ascertaining the applicable Adjusted LIBOR Rate, the Administrative Agent shall,
as soon as practicable thereafter, give written or telegraphic notice of such
determination to each of the Borrowers and the DIP Lenders, and any request by
any Borrower for a Borrowing of Eurodollar Loans (including pursuant to a
refinancing with Eurodollar Loans) pursuant to Section 2.05 or 2.11 shall be
deemed a request for a Borrowing of ABR Loans. After such notice shall have been
given and until the circumstances giving rise to such notice no longer exist,
each request for a Borrowing of Eurodollar Loans shall be deemed to be a request
for a Borrowing of ABR Loans.

     SECTION 2.11. Refinancing of Loans. Each Borrower shall have the right, at
any time, on three Business Days' prior irrevocable notice to the Administrative
Agent (which notice, to be effective, must be received by the Administrative
Agent not later than 1:00 p.m., New York City time, on the third Business Day
preceding the date of any refinancing), (x) to refinance (without the
satisfaction of the conditions set forth in Article 4 as a condition to such
refinancing) any outstanding Borrowing or Borrowings of Loans of one Type (or a
portion thereof) made to such Borrower with a Borrowing of Loans of the other
Type to such Borrower or (y) to continue an outstanding Borrowing of Eurodollar
Loans for an additional Interest Period, subject to the following:

     (a) as a condition to the refinancing of ABR Loans with Eurodollar Loans
and to the continuation of Eurodollar Loans for an additional Interest Period,
no Event of Default shall have occurred and be continuing at the time of such
refinancing (other than (x) a Financial Covenant Event of Default with respect
to a Borrower Group other than the Borrower Group to which the Borrower that has
borrowed the Loans proposed to be refinanced belongs or (y) a


                                       32




True-Up Event of Default with respect to a single test date or time with respect
to a single Borrower Group other than the Borrower Group to which the Borrower
that has borrowed the Loans proposed to be refinanced belongs);

     (b) if less than a full Borrowing of Loans shall be refinanced, such
refinancing shall be made pro rata among the DIP Lenders in accordance with the
respective principal amounts of the Loans comprising such Borrowing held by such
DIP Lenders immediately prior to such refinancing;

     (c) the aggregate principal amount of Loans being refinanced shall be at
least $1,000,000, provided that no partial refinancing of a Borrowing of
Eurodollar Loans shall result in the Eurodollar Loans remaining outstanding
pursuant to such Borrowing being less than $1,000,000 in aggregate principal
amount;

     (d) each DIP Lender shall effect each refinancing by applying the proceeds
of its new Eurodollar Loan or ABR Loan, as the case may be, to its Loan being
refinanced;

     (e) the Interest Period with respect to a Borrowing of Eurodollar Loans
effected by a refinancing or in respect to the Borrowing of Eurodollar Loans
being continued as Eurodollar Loans shall commence on the date of refinancing or
the expiration of the current Interest Period applicable to such continuing
Borrowing, as the case may be;

     (f) a Borrowing of Eurodollar Loans may be refinanced only on the last day
of an Interest Period applicable thereto; and

     (g) each request for a refinancing with a Borrowing of Eurodollar Loans
that fails to state an applicable Interest Period shall be deemed to be a
request for an Interest Period of one month.

In the event that a Borrower shall not give notice to refinance any Borrowing of
Eurodollar Loans made to such Borrower, or to continue such Borrowing as
Eurodollar Loans, or shall not be entitled to refinance or continue such
Borrowing as Eurodollar Loans, in each case as provided above, such Borrowing
shall automatically be refinanced with a Borrowing of ABR Loans at the
expiration of the then-current Interest Period. The Administrative Agent shall,
after it receives notice from any Borrower, promptly give each DIP Lender notice
of any refinancing, in whole or part, of any Loan made by such DIP Lender.

     SECTION 2.12. Reduction Events.


                                       33




     (a) (i) On any date of receipt of any Net Proceeds in respect of any
Reduction Event by any Several Loan Party:

     (x) an aggregate amount equal to the amount of such Net Proceeds shall be
applied by the Borrower in the Several Borrower Group to which such Several Loan
Party belongs as follows:

          first, to repay the outstanding Loans (if any) of such Borrower, until
     such Loans have been repaid in full;

          second, to cash collateralize the Letters of Credit (if any) issued
     for the account of such Borrower by making a deposit in its Letter of
     Credit Account, until the amount of cash and cash equivalents on deposit
     therein is at least equal to 110% of its Letter of Credit Outstandings; and

          third, to repay pro rata (on the basis of outstanding principal
     amount) any Permitted Inter-Group Debt owed or guaranteed by any Loan Party
     in the Several Borrower Group to which such Several Loan Party belongs.

     provided that if the Net Proceeds in respect of any Reduction Event by any
Several Loan Party are less than $1,000,000, such reduction shall be made upon
receipt of Net Proceeds by such Several Loan Party or any other Several Loan
Party which belongs to the same Several Borrower Group such that, together with
all other such proceeds received by Several Loan Parties which belong to such
Several Borrower Group and have not previously applied pursuant to this Section
2.12(a)(i)(x), aggregate Net Proceeds are equal to at least $1,000,000. Any
amount of Net Proceeds with respect to such Reduction Event held by any Loan
Party after giving effect to the repayments and cash collateralizations
described above shall remain subject to the Liens securing the Secured
Obligations of such Loan Party and shall be used by such Loan Party as permitted
by this Agreement (including Section 5.08).

     (y) the Borrowing Limit of the Several Borrower which belongs to the same
Several Borrower Group as the Several Loan Party which has received such Net
Proceeds shall be reduced by an amount to be determined by the Initial Majority
DIP Lenders in their discretion after consultation with such Several Borrower
(it being understood that nothing in this clause (y) shall limit the ability of
such Several Borrower to reduce its Borrowing Limit in accordance with Section
2.09(c)); and

     (z) the Total Commitment will be reduced by an amount equal to the
aggregate amount of the repayments and cash collateralizations made pursuant to
clauses first and second of paragraph (x) of this Section 2.12(a)(i).

     (ii) On any date of receipt of any Net Proceeds in respect of any Reduction
Event by any Joint and Several Loan Party:


                                       34




     (x) an aggregate amount equal to the amount of such Net Proceeds shall be
applied by the Borrower in the Joint and Several Group to which such Joint and
Several Loan Party belongs as follows:

          first, to repay the outstanding Loans (if any) of such Borrower, until
     such Loans have been repaid in full;

          second, to cash collateralize pro rata on the Letters of Credit (if
     any) issued for the account of such Borrower, by making a deposit in its
     Letter of Credit Account, until the amount of cash and cash equivalents on
     deposit therein is at least equal to 110% of its Letter of Credit
     Outstandings;

          third, to repay (on a pro rata basis) the outstanding Loans (if any)
     of all other Borrowers, until such Loans have been repaid in full;

          fourth, to cash collateralize pro rata the Letters of Credit (if any)
     issued for the account of all other Borrowers, by making a deposit in each
     Letter of Credit Account, until the amount of cash and cash equivalents on
     deposit therein is at least equal to 110% of its Letter of Credit
     Outstandings; and

          fifth, to repay pro rata (on the basis of outstanding principal
     amount) any Permitted Inter-Group Debt owed or guaranteed by any Loan
     Party;

     provided that if the Net Proceeds in respect of any Reduction Event by any
Joint and Several Loan Party are less than $1,000,000, such reduction shall be
made upon receipt of Net Proceeds by any Joint and Several Loan Party such that,
together with all other such proceeds received by Joint and Several Loan Parties
and not previously applied pursuant to this Section 2.12(a)(ii)(x), aggregate
Net Proceeds are equal to at least $1,000,000. Any amount of Net Proceeds with
respect to such Reduction Event held by any Loan Party after giving effect to
the repayments and cash collateralizations described above shall remain subject
to the Liens securing the Secured Obligations of such Loan Party and shall be
used by such Loan Party as permitted by this Agreement (including Section 5.08).

     (y) the Borrowing Limit of each of the Borrowers shall be reduced by an
amount to be determined by the Initial Majority DIP Lenders in their discretion
after consultation with the Borrowers; and

     (z) the Total Commitment will be reduced by an amount equal to the
aggregate amount of the repayment and cash collateralizations made pursuant to
clauses first and second of paragraph (x) of this Section 2.12(a)(ii).

     (b) Upon the Termination Date, the Total Commitment shall be terminated in
full and each Borrower shall pay its Loans in full and cash collateralize its
then


                                       35




outstanding Letters of Credit in an amount equal to 110% of its Letter of Credit
Outstandings; provided that if the Termination Date has not occurred with
respect to all Borrower Groups, (i) the Total Commitment shall not be
terminated, (ii) no Borrower other than the Borrower or Borrowers that belong to
the Borrower Groups with respect to which the Termination Date has occurred
shall be required to pay its Loans in full and cash collateralize its then
outstanding Letters of Credit in an amount equal to 110% of its Letter of Credit
Outstandings and (iii) the Borrower or Borrowers that belong in the Borrower
Groups with respect to which the Termination Date has occurred shall satisfy all
the Exit Conditions no later than the Termination Date with respect to them.

     (c) The relevant Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment, cash collateralization or
reduction under this Section not later than 12:30 p.m., New York City time,
three (3) Business Days before the date of prepayment, cash collateralization or
reduction, as the case may be (or, solely if such prepayment will be a
prepayment of ABR Loans only, no later than 12:30 p.m., New York City time, on
the date of such prepayment). Each such notice shall be irrevocable and shall
specify the prepayment or cash collateralization date and, if applicable, each
Borrowing or portion thereof to be prepaid. Promptly following receipt of any
such notice, the Administrative Agent shall advise the Fronting Banks and the
DIP Lenders of the contents thereof.

     SECTION 2.13. Optional Prepayment of Loans; Reimbursement of DIP Lenders.

     (a) The Borrowers shall have the right at any time and from time to time to
prepay any of their respective Loans, in whole or in part, without penalty or
premium (but subject to the provisions of Sections 2.13 (b) and 2.13(c)) (x)
with respect to Eurodollar Loans, upon at least three (3) Business Days' prior
written, telex or facsimile notice to the Administrative Agent and (y) with
respect to ABR Loans on the same Business Day if written, telex or facsimile
notice is received by the Administrative Agent prior to 1:00 p.m., New York City
time, and thereafter upon at least one Business Day's prior written, telex or
facsimile notice to the Administrative Agent; provided, however, that (i) each
such partial prepayment shall be in integral multiples of $5,000,000 and, in any
event not less than $10,000,000 and (ii) no prepayment of Eurodollar Loans shall
be permitted pursuant to this Section 2.13(a) other than on the last day of an
Interest Period applicable thereto unless such prepayment is accompanied by the
payment of the amounts described in clause (i) of the first sentence of Section
2.13(b), and (iii) no partial prepayment of a Borrowing of Eurodollar Loans
shall result in the aggregate principal amount of the Eurodollar Loans remaining
outstanding pursuant to such Borrowing being less than $5,000,000. Each notice
of prepayment shall (x) specify the prepayment date, the Borrower making the
prepayment and the principal amount of the Loans to be prepaid and, in the case
of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, (y) be
irrevocable and (z) commit the relevant Borrower to prepay such Loans by the
amount and on the date stated therein. The Administrative Agent shall, promptly
after receiving notice from a Borrower hereunder,


                                       36




notify each affected DIP Lender of the principal amount of the Loans held by
such DIP Lender that are to be prepaid, the prepayment date and the manner of
application of the prepayment.

     (b) The relevant Borrower shall reimburse each DIP Lender on demand for any
loss incurred or to be incurred by it in the reemployment of the funds released
(i) resulting from any prepayment (for any reason whatsoever, including, without
limitation, refinancing with ABR Loans) of any Eurodollar Loan required or
permitted under this Agreement, if such Loan is prepaid other than on the last
day of the Interest Period for such Loan (including, without limitation, any
such prepayment in connection with the syndication of the credit facility
evidenced by this Agreement) or (ii) in the event that after such Borrower
delivers a notice of borrowing under Section 2.05 in respect of Eurodollar
Loans, such Loans are not made on the first day of the Interest Period specified
in such notice of borrowing for any reason other than a breach by such DIP
Lender of its obligations hereunder. Such loss shall be the amount as reasonably
determined by such DIP Lender as the excess, if any, of (A) the amount of
interest which would have accrued to such DIP Lender on the amount so paid or
not borrowed at a rate of interest equal to the Adjusted LIBOR Rate for such
Loan, for the period from the date of such payment or failure to borrow to the
last day (x) in the case of a payment or refinancing with ABR Loans other than
on the last day of the Interest Period for such Loan, of the then current
Interest Period for such Loan, or (y) in the case of such failure to borrow, of
the Interest Period for such Loan which would have commenced on the date of such
failure to borrow, over (B) the amount of interest which would have accrued to
such DIP Lender on such amount by placing such amount on deposit for a
comparable period with leading banks in the London interbank market. Each DIP
Lender shall deliver to the relevant Borrower from time to time one or more
certificates setting forth the amount of such loss as determined by such DIP
Lender.

     (c) In the event a Borrower fails to prepay any Loan on the date specified
in any prepayment notice delivered pursuant to Section 2.13(a), such Borrower on
demand by any DIP Lender shall pay to the Administrative Agent for the account
of such DIP Lender any amounts required to compensate such DIP Lender for any
loss incurred by such DIP Lender as a result of such failure to prepay,
including, without limitation, any loss, cost or expenses incurred by reason of
the acquisition of deposits or other funds by such DIP Lender to fulfill deposit
obligations incurred in anticipation of such prepayment, but without duplication
of any amounts paid under Section 2.13(b). Each DIP Lender shall deliver to the
relevant Borrower from time to time one or more certificates setting forth the
amount of such loss as determined by such DIP Lender.

     (d) Any partial prepayment of Loans by a Borrower pursuant to Sections 2.12
or 2.13 shall be applied to such Borrower's Loans as specified by such Borrower
or, in the absence of such specification, as determined by the Administrative
Agent, and shall be applied to repay ratably the Loan of the several DIP Lenders
included within such Borrowing or Borrowings, provided that, in the event such a
partial prepayment is


                                       37




applied as determined by the Administrative Agent (in the absence of a
specification by the relevant Borrower), no Eurodollar Loans shall be prepaid
pursuant to Section 2.12 to the extent that such Loan has an Interest Period
ending after the required date of prepayment unless and until all outstanding
ABR Loans and Eurodollar Loans with Interest Periods ending on such date have
been repaid in full.

     (e) The obligations of the Loan Parties under this Section 2.13 shall
survive any termination of this Agreement.

     SECTION 2.14. Reserve Requirements; Change in Circumstances.

     (a) Notwithstanding any other provision herein, if after the date of this
Agreement any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall change the basis of taxation of payments to any DIP Lender of the
principal of or interest on any Eurodollar Loan made by such DIP Lender or any
fees or other amounts payable hereunder (other than changes in respect of Taxes,
Other Taxes and taxes imposed on, or measured by, the net income or overall
gross receipts or franchise taxes of such DIP Lender by the jurisdiction in
which such DIP Lender has its principal office or in which the applicable
lending office for such Eurodollar Loan is located or by any political
subdivision or taxing authority therein, or by any other jurisdiction or by any
political subdivision or taxing authority therein other than a jurisdiction in
which such DIP Lender would not be subject to tax but for the execution and
performance of this Agreement), or shall impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits with
or for the account of or credit extended by such DIP Lender (except any such
reserve requirement that is reflected in the Adjusted LIBOR Rate) or shall
impose on such DIP Lender or the London interbank market any other condition
affecting this Agreement or the Eurodollar Loans made by such DIP Lender, and
the result of any of the foregoing shall be to increase the cost to such DIP
Lender of making or maintaining any Eurodollar Loan or to reduce the amount of
any sum received or receivable by such DIP Lender hereunder (whether of
principal, interest or otherwise) by an amount deemed by such DIP Lender to be
material, then the relevant Borrower will pay to such DIP Lender in accordance
with paragraph (c) below such additional amount or amounts as will compensate
such DIP Lender for such additional costs incurred or reduction suffered.

     (b) If any DIP Lender shall have determined that the adoption or
effectiveness after the date hereof of any law, rule, regulation or guideline
regarding capital adequacy, or any change in any of the foregoing or in the
interpretation or administration of any of the foregoing by any governmental
authority, central bank or comparable agency charged with the interpretation of
administration thereof, or compliance by any DIP Lender (or any lending office
of such DIP Lender) or any DIP Lender's holding company with any request or
directive regarding capital adequacy (whether or not having the force of law)


                                       38




of any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such DIP Lender's capital or on the
capital of such DIP Lender's holding company, if any, as a consequence of this
Agreement, the Loans made by such DIP Lender pursuant hereto, such DIP Lender's
Commitment hereunder or the issuance of, or participation in, any Letter of
Credit by such DIP Lender to a level below that which such DIP Lender or such
DIP Lender's holding company could have achieved but for such adoption, change
or compliance (taking into account DIP Lender's policies and the policies of
such DIP Lender's holding company with respect to capital adequacy) by an amount
deemed by such DIP Lender to be material, then from time to time the relevant
Borrower shall pay to such DIP Lender such additional amount or amounts as will
compensate such DIP Lender or such DIP Lender's holding company for any such
reduction suffered.

     (c) A certificate of each DIP Lender setting forth such amount or amounts
as shall be necessary to compensate such DIP Lender or its holding company as
specified in paragraph (a) or (b) above, as the case may be, shall be delivered
to the relevant Borrower and shall be conclusive absent manifest error. The
relevant Borrower shall pay each DIP Lender the amount shown as due on any such
certificate delivered to it within ten (10) days after its receipt of the same.
Any DIP Lender receiving any such payment shall promptly make a refund thereof
to the relevant Borrower if the law, regulation, guideline or change in
circumstances giving rise to such payment is subsequently deemed or held to be
invalid or inapplicable.

     (d) Failure on the part of any DIP Lender to demand compensation for any
increased costs or reduction in amounts received or receivable or reduction in
return on capital with respect to any period shall not constitute a waiver of
such DIP Lender's right to demand compensation with respect to such period or
any other period. The protection of this Section shall be available to each DIP
Lender regardless of any possible contention of the invalidity or
inapplicability of the law, rule, regulation, guideline or other change or
condition which shall have occurred or been imposed.

     SECTION 2.15. Change in Legality.

     (a) Notwithstanding anything to the contrary contained elsewhere in this
Agreement, if (x) any change after the date of this Agreement in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration thereof shall make it unlawful for a DIP Lender
to make or maintain a Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to a Eurodollar Loan or (y) at any time any DIP
Lender determines that the making or continuance of any of its Eurodollar Loans
has become impracticable as a result of a contingency occurring after the date
hereof that adversely affect the London interbank market or the position of such
DIP Lender in such market, then, by written notice to the Borrower, such DIP
Lender may (i) declare that Eurodollar Loans will not thereafter be made by such
DIP Lender hereunder, whereupon any request by a Borrower for a


                                       39




Eurodollar Borrowing shall, as to such DIP Lender only, be deemed a request for
an ABR Loan unless such declaration shall be subsequently withdrawn; and (ii)
require that all outstanding Eurodollar Loans made by it be converted to ABR
Loans, in which event all such Eurodollar Loans shall be automatically converted
to ABR Loans as of the effective date of such notice as provided in paragraph
(b) below. In the event any DIP Lender shall exercise its rights under clause
(i) or (ii) of this paragraph (a), all payments and prepayments of principal
which would otherwise have been applied to repay the Eurodollar Loans that would
have been made by such DIP Lender or the converted Eurodollar Loans of such DIP
Lender shall instead be applied to repay the ABR Loans made by such DIP Lender
in lieu of, or resulting from the conversion of, such Eurodollar Loans.

     (b) For purposes of this Section 2.15, a notice to a Borrower by any DIP
Lender pursuant to paragraph (a) above shall be effective, if lawful, and if any
Eurodollar Loans shall then be outstanding, on the last day of the then-current
Interest Period; otherwise, such notice shall be effective on the date of
receipt by the relevant Borrower.

     SECTION 2.16. Pro Rata Treatment, Etc. All payments and repayments of
principal and interest in respect of the Loans (except as provided in Sections
2.14 and 2.15) shall be made pro rata among the DIP Lenders in accordance with
the Outstanding Exposures, and all payments of Commitment Fees and Letter of
Credit Fees (other than those payable to a Fronting Bank) shall be made pro rata
among the DIP Lenders in accordance with their Commitments. All payments by a
Borrower hereunder shall be (i) net of any tax applicable to such Borrower or
any Guarantor and (ii) made in Dollars in immediately available funds at the
office of the Administrative Agent at 12:00 noon, New York City time, on the
date on which such payment shall be due. Interest in respect of any Loan
hereunder shall accrue from and including the date of such Loan to but excluding
the date on which such Loan is paid in full or converted to a Loan of a
different Type.

     SECTION 2.17. Taxes.

     (a) Any and all payments by a Borrower or any Guarantor hereunder shall be
made free and clear of and without deduction for any and all current or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding (i) taxes imposed on or measured by the net
income or gross receipts of the Administrative Agent or any DIP Lender (or, as
contemplated by Section 10.03 hereof, any transferee or assignee thereof,
including a participation holder (any such entity being called a "Transferee"))
and franchise taxes imposed on the Administrative Agent or any DIP Lender (or
Transferee) by the United States or any jurisdiction under the laws of which the
Administrative Agent or any DIP Lender (or Transferee) is organized or in which
the applicable lending office of any such DIP Lender (or Transferee) or
applicable office of the Administrative Agent is located or any political


                                       40




subdivision thereof or by any other jurisdiction or by any political subdivision
or taxing authority therein other than a jurisdiction in which the
Administrative Agent or such DIP Lender would not be subject to tax but for the
execution and performance of this Agreement and (ii) taxes, levies, imposts,
deductions, charges or withholdings ("Amounts") with respect to payments
hereunder to a DIP Lender (or Transferee) or the Administrative Agent in
accordance with laws in effect on the later of the date of this Agreement and
the date such DIP Lender (or Transferee) or the Administrative Agent becomes a
DIP Lender (or Transferee or Administrative Agent, as the case may be), but not
excluding, with respect to such DIP Lender (or Transferee) or the Administrative
Agent, any increase in such Amounts solely as a result of any change in such
laws occurring after such later date or any Amounts that would not have been
imposed but for actions (other than actions contemplated by this Agreement)
taken by a Borrower after such later date (all such nonexcluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as "Taxes"). If a Borrower or any Guarantor shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder to the DIP
Lenders (or any Transferee) or the Administrative Agent, (i) the sum payable
shall be increased by the amount necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) such DIP Lender (or Transferee) or the Administrative Agent (as
the case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the relevant Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the
relevant taxing authority or other Governmental Authority in accordance with
applicable law.

     (b) In addition, each Borrower agrees to pay any current or future stamp or
documentary taxes or any other excise or property taxes, charges, assessments or
similar levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Document (hereinafter referred to as "Other Taxes").

     (c) Each Borrower will indemnify each DIP Lender (or Transferee) and the
Administrative Agent for the full amount of Taxes and Other Taxes paid by such
DIP Lender (or Transferee) or the Administrative Agent, as the case may be, and
any liability (including penalties, interest and expenses) arising therefrom or
with respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted by the relevant taxing authority or other Governmental
Authority. Such indemnification shall be made within 30 days after the date any
DIP Lender (or Transferee) or the Administrative Agent, as the case may be,
makes written demand therefor. If a DIP Lender (or Transferee) or the
Administrative Agent shall become aware that it is entitled to receive a refund
in respect of Taxes or Other Taxes as to which it has been indemnified by a
Borrower pursuant to this Section, it shall promptly notify such Borrower of the
availability of such refund and shall, within 30 days after receipt of a request
by such Borrower, apply for such refund at such Borrower's expense. If any DIP
Lender (or Transferee) or the Administrative Agent receives a refund in respect
of any


                                       41




Taxes or Other Taxes as to which it has been indemnified by a Borrower pursuant
to this Section, it shall promptly notify such Borrower of such refund and
shall, within 30 days after receipt of a request by such Borrower (or promptly
upon receipt, if such Borrower has requested application for such refund
pursuant hereto), repay such refund to such Borrower (to the extent of amounts
that have been paid by such Borrower under this Section with respect to such
refund plus interest that is received by the DIP Lender (or Transferee) or the
Administrative Agent as part of the refund), net of all out-of-pocket expenses
of such DIP Lender (or Transferee) or the Administrative Agent and without
additional interest thereon; provided that such Borrower, upon the request of
such DIP Lender (or Transferee) or the Administrative Agent, agrees to return
such refund (plus penalties, interest or other charges) to such DIP Lender (or
Transferee) or the Administrative Agent in the event such DIP Lender (or
Transferee) or the Administrative Agent is required to repay such refund.
Nothing contained in this subsection (c) shall require any DIP Lender (or
Transferee) or the Administrative Agent to make available any of its tax returns
(or any other information relating to its taxes that it deems to be
confidential).

     (d) Within 30 days after the date of any payment of Taxes or Other Taxes
withheld by a Borrower in respect of any payment to any DIP Lender (or
Transferee) or the Administrative Agent, such Borrower will furnish to the
Administrative Agent, at its address referred to on the signature pages hereof,
the original or a certified copy of a receipt evidencing payment thereof.

     (e) Without prejudice to the survival of any other agreement contained
herein, the agreements and obligations contained in this Section shall survive
the payment in full of the principal of and interest on all Loans made
hereunder.

     (f) Each DIP Lender (or Transferee) that is organized under the laws of a
jurisdiction outside the United States shall, if legally able to do so, prior to
the immediately following due date of any payment by a Borrower hereunder,
deliver to such Borrower such certificates, documents or other evidence, as
required by the Code or Treasury Regulations issued pursuant thereto, including,
but not limited to, Internal Revenue Service Form W-8BEN, W-8EC1, or W-9 and any
other certificate or statement of exemption required by applicable law, properly
completed and duly executed by such DIP Lender (or Transferee) establishing that
such payment is (i) not subject to United States Federal withholding tax under
the Code because such payment is effectively connected with the conduct by such
DIP Lender (or Transferee) of a trade or business in the United States or (ii)
totally exempt from United States Federal withholding tax or subject to a
reduced rate of such tax as a result of the application of a provision of an
applicable tax treaty or otherwise. Unless the relevant Borrower and the
Administrative Agent have received forms or other documents satisfactory to them
indicating that such payments hereunder are not subject to United States Federal
withholding tax or are subject to such tax at a rate reduced by an applicable
tax treaty, such Borrower or the


                                       42




Administrative Agent shall withhold taxes from such payments at the applicable
statutory rate.

     (g) No Borrower shall be required to pay any additional amounts to any DIP
Lender (or Transferee) in respect of United States Federal withholding tax
pursuant to subsection (a) above if the obligation to pay such additional
amounts would not have arisen if such DIP Lender (or Transferee) had complied
with the provisions of subsection (f) above.

     (h) The obligations of the Borrowers under this Section 2.17 shall survive
any termination of this Agreement.

     SECTION 2.18. Certain Fees. The Borrowers shall pay to the Administrative
Agent or the Collateral Agent, as the case may be, for the respective accounts
of the Administrative Agent, the Collateral Agent and the DIP Lenders, as the
case may be, the fees set forth in that certain letter dated June 25, 2002 among
each of the Borrowers, JPMCB, CUSA, JPMSI and SSB at the times set forth
therein.

     SECTION 2.19. Commitment Fees. (a) The Borrowers shall pay to the DIP
Lenders a commitment fee (the "Commitment Fee") for the period commencing on
June 25, 2002 to the Termination Date or the earlier date of termination of the
Total Commitment, computed (on the basis of the actual number of days elapsed
over a year of 360 days) at the Commitment Fee Rate on the daily Unused Total
Commitment. Commitment Fees, to the extent then accrued, shall be payable (x)
monthly, in arrears, on the last calendar day of each month, (y) on the
Termination Date and (z) upon any reduction or termination in whole or in part
of the Total Commitment as provided in Section 2.09 hereof.

     SECTION 2.20. Letter of Credit Fees. The Borrowers shall pay with respect
to each Letter of Credit (i) to the Administrative Agent on behalf of the DIP
Lenders a fee calculated (on the basis of the actual number of days elapsed over
a year of 360 days) at the rate of the Applicable L/C Fee Rate per annum on the
undrawn stated amount thereof and (ii) to the relevant Fronting Bank such
Fronting Bank's customary fees for issuance, amendments and processing referred
to in Section 2.02. In addition, each Borrower agrees to pay each Fronting Bank
for its account a fronting fee in respect of each Letter of Credit issued by
such Fronting Bank for such Borrower, for the period from and including the date
of issuance of such Letter of Credit to and including the date of termination of
such Letter of Credit, computed at a rate, and payable at times, to be
determined by such Fronting Bank, the relevant Borrower and the Administrative
Agent. Accrued fees described in clause (i) of the first sentence of this
paragraph in respect of each Letter of Credit shall be due and payable monthly
in arrears on the last calendar day of each month and on the relevant
Termination Date, or such earlier date as the relevant Total Commitment is
terminated. Accrued fees described in clause (ii) of the first sentence of this
paragraph in respect of each Letter of Credit shall be payable at times to


                                       43




be determined by the relevant Fronting Bank, the relevant Borrower and the
Administrative Agent.

     SECTION 2.21. Nature of Fees. All Fees shall be paid on the dates due, in
immediately available funds. as provided herein and in the letter described in
Section 2.18. Once paid, none of the Fees shall be refundable under any
circumstances.

     SECTION 2.22. Priority and Liens.

     (a) Each Loan Party hereby covenants, represents and warrants that, upon
entry of the Interim Order and execution of this Agreement and the Security and
Pledge Agreement, the Secured Obligations of such Loan Party under the Loan
Documents shall at all times be:

     (i) subject to the Carve-Out, pursuant to Section 364(c)(1) of the
Bankruptcy Code, entitled to Superpriority Claim status in the Case of such Loan
Party;

     (ii) subject to the Carve-Out, pursuant to Section 364(c)(2) of the
Bankruptcy Code, secured by a perfected first priority senior security interest
and Lien on (x) with respect to any Loan Party other than a Holding Company
Guarantor, all property of such Loan Party other than Excluded Property that is
not subject on or as of the Petition Date to Existing Non-Primed Liens and any
amounts that cash collateralize any Letter of Credit issued for the account of
such Loan Party (if any) and (y) with respect to any Loan Party that is a
Holding Company Guarantor, all Equity Interests other than Excluded Property of
any direct Subsidiary of such Holding Company Guarantor and any unencumbered
cash, cash accounts and cash investments (including without limitation Permitted
Investments) held by such Holding Company Guarantor (the assets described in
this clause (y), collectively, with respect to each Holding Company Guarantor,
the "Holding Company Specified Assets"), in each case that are not subject to
Existing Non-Primed Liens (and the property of any Loan Party described in
clauses (x) or (y) shall exclude any Loan Party's claims and causes of action
under Sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any
other avoidance actions under the Bankruptcy Code, but shall include any
proceeds or property recovered, unencumbered or otherwise the subject of any
such action that is successful);

     (iii) subject to the Carve-Out, pursuant to Section 364(c)(3) of the
Bankruptcy Code, secured by a perfected junior Lien on (x) with respect to any
Loan Party other than a Holding Company Guarantor, all property of such Loan
Party that is subject to valid, perfected and unavoidable liens in existence
immediately prior to the Petition Date or to valid and unavoidable Liens in
existence immediately prior to the Petition Date that are perfected subsequent
to the Petition Date as permitted by Sections 546(b) of the Bankruptcy Code and,
to the extent applicable, Section 362(b)(18) of the Bankruptcy Code (other than
the property (if any) that is subject to existing Liens that secure obligations
of such Loan Party under the Pre-Petition Facility as to which such Loan


                                       44




Party is liable (any such Liens, "Primed Liens"), which Liens shall be primed by
the Liens described in clause (iv) below) and (y) with respect to any Loan Party
that is a Holding Company Guarantor, its Holding Company Specified Assets that
are subject to valid and perfected liens in existence on the Petition Date or to
valid Liens in existence on the Petition Date that are perfected subsequent to
the Petition Date as permitted by Sections 546(b) and 362(b)(18) of the
Bankruptcy Code (other than the property (if any) that is subject to existing
Liens that secure obligations (if any) of such Holding Company Guarantor under
the Pre-Petition Facility as to which such Holding Company Guarantor is liable,
which Liens shall be primed by the Liens described in clause (iv) below); and

     (iv) subject to the Carve-Out, pursuant to Section 364(d)(1) of the
Bankruptcy Code, secured by a perfected first priority, senior priming security
interest and lien on all of the property of such Loan Party that is subject to
any of the Primed Liens (including, without limitation, inventory, accounts
receivable, property, plant, equipment, patents, copyrights, trademarks,
tradenames and other intellectual property and capital stock of subsidiaries),
which priming lien shall be senior in all respects to the interests in such
property of the Pre-Petition Lenders of such Loan Party (including, without
limitation, adequate protection liens granted to such Pre-Petition Lenders), but
shall not be senior to any Existing Non-Primed Liens on such property. Except
for the Carve-Out, the Superpriority Claims shall at all times be senior to the
rights of the Loan Parties, any chapter 11 Trustee and, subject to section 726
of the Bankruptcy Code, any chapter 7 Trustee, or any other creditor (including,
without limitation, post-petition counterparties and other post-petition
creditors) in the Cases or any subsequent proceedings under the Bankruptcy Code,
including, without limitation, any chapter 7 cases if any of the Loan Parties'
cases are converted to cases under chapter 7 of the Bankruptcy Code.

     (b) As to all real property the title to which is held by any Loan Party,
or the possession of which is held by any Loan Party pursuant to leasehold
interest, each Loan Party hereby assigns and conveys as security, grants a
security interest in, hypothecates, mortgages, pledges and sets over unto the
Collateral Agent on behalf of the Agents, the Fronting Banks and the DIP Lenders
all of the right, title and interest of such Loan Party in all of such owned
real property and in all such leasehold interests, together in each case with
all of the right, title and interest of such Loan Party in and to all buildings,
improvements, and fixtures related thereto, any lease or sublease thereof, all
general intangibles relating thereto and all proceeds thereof, with the rank and
priority set forth in subsection (a). Each Loan Party acknowledges that,
pursuant to the Orders, the Liens in favor of the Collateral Agent on behalf of
the Agents, the Fronting Banks and the DIP Lenders in all of such real property
and leasehold instruments shall be perfected without the recordation of any
instruments of mortgage or assignment.

     SECTION 2.23. Right of Set-off. Subject to the provisions of Section 7.01,
Section 8.03 and the Orders, upon the occurrence and during the continuance of
any Event of Default and at least 5 days' prior notice to the applicable Loan
Party, each Agent, each Fronting Bank and each DIP Lender is hereby authorized
at any time and


                                       45




from time to time, to the fullest extent permitted by law and without further
order of or application to the Bankruptcy Court, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by each such Agent, each such
Fronting Bank and each such DIP Lender to or for the credit or the account of
any Loan Party against any and all of the obligations of such Loan Party now or
hereafter existing under the Loan Documents, irrespective of whether or not such
Agent, Fronting Bank or DIP Lender shall have made any demand under any Loan
Document and although such obligations may not have been accelerated. Each DIP
Lender, Fronting Bank and Agent agrees promptly to notify the applicable Loan
Party after any such set-off and application made by such DIP Lender, Fronting
Bank or Agent, as the case may be, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each DIP Lender, Fronting Bank and Agent under this Section are in addition to
other rights and remedies that such DIP Lender, Fronting Bank and Agent may have
upon the occurrence and during the continuance of any Event of Default.

     SECTION 2.24. Security Interest in Letter of Credit Accounts. Pursuant to
Section 364(c)(2) of the Bankruptcy Code, each Loan Party hereby assigns and
pledges to the Collateral Agent, as security for such Loan Party's Secured
Obligations for the ratable benefit of the DIP Lenders, the Fronting Banks and
the Agents, a first priority security interest, senior to all other Liens, if
any, in all of each Loan Party's right, title and interest in and to each Letter
of Credit Account, and direct investment of the funds contained therein. Cash
held in each Letter of Credit Account shall not be available for use by any
Borrower or any other Loan Party, whether pursuant to Section 363 of the
Bankruptcy Code or otherwise.

     SECTION 2.25. No Discharge: Survival of Claims. Each Loan Party agrees that
(i) its obligations hereunder shall not be discharged by the entry of an order
confirming any Plan of Reorganization (and each Loan Party, pursuant to Section
1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (ii)
the Superpriority Claim granted to the Agents, the Fronting Banks and the DIP
Lenders pursuant to the Order and described in Section 2.22 and the Liens
granted to the Collateral Agent pursuant to the Order and described in Sections
2.22 and 2.24 shall not be affected in any manner by the entry of an order
confirming any Plan of Reorganization.

     SECTION 2.26. Use of Cash Collateral. Notwithstanding anything to the
contrary contained herein, no Borrower shall be permitted to request a Credit
Event unless all Loan Parties shall at that time have the use of all cash
collateral subject to the Orders for the purposes described in Section 3.10.

     SECTION 2.27. General Provisions as to Payments. Each Borrower shall make
each payment of principal of, and interest on, its Loans, of its Reimbursement
Obligations and of fees hereunder, not later than 12:00 noon (New York City
time) on the date when due in Federal or other funds immediately available in
New York City,


                                       46




without set-off or counterclaim, to the Administrative Agent, the Collateral
Agent or the applicable Fronting Bank or DIP Lender, as the case may be, at
their respective addresses referred to in Section 10.01. Whenever any such
payment shall be due on a day which is not a Business Day, the date for payment
thereof shall be extended to the next Business Day. If the date for any payment
of principal is extended by operation of law or otherwise, interest thereon
shall be payable for such extended time.

     SECTION 2.28. Nature of Obligations of each Borrower. The Obligations of
each Several Borrower in any Several Borrower Group under the Loan Documents are
joint and several within such Several Borrower Group and several as to any other
Borrower Group. The Obligations of each Joint and Several Borrower in any Joint
and Several Borrower Group under the Loan Documents are joint and several within
such Joint and Several Borrower Group as well as all other Joint and Several
Borrower Groups and all Several Borrower Groups.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

     In order to induce the DIP Lenders and the Fronting Banks to extend credit
pursuant to any Credit Event, each Loan Party represents and warrants to the
Agents, the DIP Lenders and the Fronting Banks as follows (in accordance with
and subject to the limitations set forth in Section 3.15):

     SECTION 3.01. Organization and Authority. Such Loan Party (i) is duly
organized and validly existing under the laws of the State of its incorporation
or formation, (ii) is duly qualified as a foreign corporation (or other entity)
and is in good standing in each jurisdiction in which the failure to so qualify
would have a Material Adverse Effect, (iii) subject to the entry by the
Bankruptcy Court of the Interim Order (or the Final Order, when applicable) has
the requisite corporate power and authority to effect the transactions
contemplated hereby, and by the other Loan Documents to which it is a party and
(iv) subject to the entry by the Bankruptcy Court of the Interim Order (or the
Final Order, when applicable) has all requisite corporate power and authority to
own, pledge, mortgage, lease and operate its properties, and to conduct its
business as now or currently proposed to be conducted.

     SECTION 3.02. Due Execution. Upon the entry by the Bankruptcy Court of the
Interim Order (or the Final Order, when applicable), the execution, delivery and
performance by such Loan Party of each of the Loan Documents to which it is a
party (including, without limitation, the use of any proceeds of the Loans by
such Loan Party or the grant and pledge by such Loan Party of the security
interests granted pursuant to the Security and Pledge Agreement), (i) are within
the respective corporate powers of such Loan Party, have been duly authorized by
all necessary corporate action, including


                                       47




the consent of shareholders, partners or members where required, and do not (A)
contravene the charter, by-laws or other organizational documents of any Loan
Party, (B) violate any law (including, without limitation, the Securities
Exchange Act of 1934) or regulation (including, without limitation, Regulations
T or U of the Board of Governors of the Federal Reserve System), or any order or
decree of any court or Governmental Authority, (C) conflict with or result in a
breach of, or constitute a default under, any indenture, mortgage or deed of
trust entered into after the Petition Date or any lease, agreement or other
instrument entered into after the Petition Date binding on such Loan Party or
any of their properties, or (D) result in or require the creation or imposition
of any Lien upon any of the property of any of the Loan Parties pursuant to any
such lease, agreement or instrument, other than the Liens granted pursuant to
the Loan Documents or the Orders; and (ii) do not require the consent,
authorization by or approval of or notice to or filing or registration with any
Governmental Authority other than (1) the entry of the Orders and (2) with
respect to any Collateral consisting of franchise agreements, notice of the
grant of the security interests to Persons or Governmental Authorities required
to be given such notice pursuant to the terms of such franchise agreement.
Except for the entry of the Orders, no authorization, approval or other action
by, and no notice to or filing with, any Governmental Authority or regulatory
body is required for the perfection of the security interests granted pursuant
to the Loan Documents or, the exercise by the Agents, the Fronting Banks or the
DIP Lenders of their respective rights and remedies under the Loan Documents,
except in the case of a foreclosure by the Collateral Agent with respect to
certain Collateral relating to franchise or similar agreements with Governmental
Authorities, for any required consent, authorization by or approval of or notice
to any such Governmental Authority. Upon the entry by the Bankruptcy Court of
the Interim Order (or the Final Order, when applicable), this Agreement shall
have been duly executed and delivered by each of the Loan Parties. Upon the
entry by the Bankruptcy Court of the Interim Order (or the Final Order, when
applicable), this Agreement, and each of the other Loan Documents to which such
Loan Party is or will be a party, when delivered hereunder or thereunder, will
be a legal, valid and binding obligation of such Loan Party, enforceable against
such Loan Party in accordance with its terms and the Orders.

     SECTION 3.03. Statements Made. The information that has been delivered in
writing by any Loan Party to any Agent, any Fronting Bank or any DIP Lender or
to the Bankruptcy Court in connection with any Loan Document, taken as a whole
and in light of the circumstances in which made and taken together with the
information in the Current SEC Reports, contains no untrue statement of a
material fact and does not omit to state a material fact necessary to make such
statements not misleading; provided that (i) the foregoing representation does
not apply to historical financial statements of the Parent and its subsidiaries
or to projections other than those referred to in the following item (ii) and
(ii) to the extent that any such information constitutes projections delivered
specifically for use in connection with this Agreement, such projections were
prepared in good faith on the basis of assumptions, methods, data, tests and
information believed by the Loan Parties to be reasonable at the time such
projections were furnished.


                                       48




     SECTION 3.04. Current SEC Reports, No Material Adverse Change. (a) The
information in the Current SEC Reports with respect to financial statements of
the Parent and its subsidiaries is, taken as a whole, true and correct in all
material respects.

     (b) Since December 31, 2001 no event or condition has occurred which has
resulted, or could reasonably be expected to result in, a Material Adverse
Effect, other than (w) the commencement of the Cases and events typically
occurring as a result of the commencement of a proceeding under chapter 11 of
the Bankruptcy Code, (x) the matters set forth in the Current SEC Reports or
otherwise disclosed in writing by the applicable Loan Party to the Initial DIP
Lenders prior to the date of this Agreement, (y) any downgrading or suspension
of any rating of indebtedness of the Parent or any subsidiary thereof (provided
that any such downgrading or suspension after the date of this Agreement could
not reasonably be deemed to have resulted from or been made in anticipation of
any event or condition that would otherwise constitute a Material Adverse
Effect) or (z) any criminal indictment of any member of the Rigas family
(provided that this clause (z) shall not preclude a determination that any event
or condition first occurring after the date of this Agreement and relating to
any such indictment was not otherwise a Material Adverse Effect).

     SECTION 3.05. Subsidiaries. (a) The corporate organization chart provided
by the Loan Parties to the Co-Lead Arrangers prior to the date hereof is true
and correct in all material respects.

     (b) Each Person that is a borrower or a guarantor under any Pre-Petition
Facility is a Loan Party.

     (c) Each Loan Party is a debtor and a debtor-in-possession in a case
pending under chapter 11 of the Bankruptcy Code.

     SECTION 3.06. Liens. There are no Liens of any nature whatsoever on any
assets of any Loan Party other than Liens permitted under Section 6.01. No Loan
Party is party to any contract, agreement, lease or instrument (other than the
Loan Documents) entered into on or after the Petition Date the performance of
which, either unconditionally or upon the happening of an event, will result in
or require the creation of a Lien on any assets of such Loan Party or otherwise
result in a violation of the Loan Documents.

     SECTION 3.07. Compliance with Law. (a) (i) The operations of the Loan
Parties comply with all applicable environmental, health and safety statutes and
regulations, including, without limitation, regulations promulgated under the
Resource Conservation and Recovery Act (42 U.S.C. ss.ss. 6901 et seq.); (ii)
none of the operations of the Loan Parties is the subject of any pending Federal
or state investigation evaluating whether any remedial action involving a
material expenditure by any Loan Party is needed to respond to a release of any
Hazardous Waste or Hazardous Substance (as such terms are defined in any
applicable state or Federal environmental law or regulations) into the


                                       49




environment; and (iii) no Loan Party has any material contingent liability
arising under applicable State or Federal environmental law or regulations in
connection with any release of any Hazardous Waste or Hazardous Substance into
the environment, except in the case of each of items (i), (ii) and (iii) above,
for any matter referred to therein that would not result in a Material Adverse
Effect.

     (b) No Loan Party is in violation of any applicable State or Federal
environmental law, rule or regulation, or in default with respect to any
judgment, writ, injunction or decree legally issued pursuant to any such State
or Federal environmental law, rule or regulation by any Governmental Authority
the violation of which, or a default with respect to which, would have a
Material Adverse Effect.

     SECTION 3.08. Insurance. All policies of insurance of any kind or nature
owned by or issued to the Loan Parties, including, without limitation, policies
of life, fire, theft, product liability, public liability, property damage,
other casualty, employee fidelity, workers' compensation, employee health and
welfare, title, property and liability insurance, are in full force and effect
and are of a nature and provide such coverage as is customarily carried by
companies of the size and character of the Loan Parties.

     SECTION 3.09. The Orders. On or prior to the date of the initial Credit
Event, the Interim Order will have been entered and as of the date of the
initial Credit Event, the Interim Order will not have been stayed, amended,
vacated, reversed or rescinded. On or prior to the date of any Credit Event, the
Interim Order or the Final Order, as the case may be, will have been entered and
as of the date of such Credit Event, the Interim Order or the Final Order, as
the case may be, will not have been amended, stayed, vacated or rescinded.

     SECTION 3.10. Use of Proceeds. The Letters of Credit and the proceeds of
the Loans will be used by the relevant Borrower only as permitted by Section
5.08.

     SECTION 3.11. Litigation. Except as disclosed in the Borrower's Form 10-K
for the year ended December 31, 2000, the Borrower's Form 10-Q for the quarter
ended March 31, 2001, and the Current SEC Reports and Environmental Reports,
there are no unstayed actions, suits or proceedings pending or, to the best
knowledge of the Borrower or the Guarantors, threatened against or affecting the
Borrower or the Guarantors or any of their respective properties, before any
court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that are reasonably expected to be
determined adversely to the Borrower or the Guarantors and, if so adversely
determined, would have a Material Adverse Effect.

     SECTION 3.12. Intellectual Property. The information set forth in the
Intellectual Property Schedule is true, correct and complete in all material
respects. Except as described in the Intellectual Property Schedule, no claim
has been asserted and is pending by any Person challenging or questioning the
use of any such Intellectual


                                       50




Property or the validity or effectiveness of any such Intellectual Property, nor
does any Loan Party know of any such claim, and, to the knowledge of any Loan
Party, the use of such Intellectual Property by the Loan Parties does not
infringe on the rights of any Person, except for such claims and infringement
that, in the aggregate, would not be reasonably expected to have a Material
Adverse Effect. The representations and warranties set forth in this Section
3.12 shall not be made (or deemed made) on any date prior to the date on which
the Loan Parties have delivered to the Collateral Agent the Intellectual
Property Schedule pursuant to Section 5.07.

     SECTION 3.13. Franchise Agreements. Schedule 3.13 sets forth, with respect
to each Loan Party, as of the date of this Agreement, (i) the franchise
agreements to which such Loan Party is a party as of the Petition Date and (ii)
the locations and the minimum number of subscribers in each region in which the
related Borrowing Group operates.

     SECTION 3.14. No Event of Default. No Default or Event of Default has
occurred and is continuing (other than, solely if this representation is made by
any Several Borrower, a Financial Covenant Event of Default with respect to any
other Borrower Group or a True-Up Event of Default with respect to a single test
date or time and with respect to a single other Borrower Group).

     SECTION 3.15. Loan Parties Making Representations and Warranties. The
representations and warranties set forth in the preceding Sections of this
Article 3 are made (or deemed made) by the Loan Parties on any date as specified
in the Loan Documents as follows: (i) each Loan Party in any Several Borrower
Group is making such representations and warranties joint and severally with any
other Loan Party in such Several Borrower Group, and severally as to any other
Loan Party and (ii) each Loan Party (other than a Loan Party described in clause
(i) is making such representations and warranties joint and severally with any
other Loan Party. No representations and warranties shall be made by or on
behalf of a Loan Party on and after the date on which such Loan Party is an
Exiting Loan Party.

                                    ARTICLE 4
                              CONDITIONS OF LENDING

     SECTION 4.01. Conditions Precedent to Closing and Initial Credit Event. The
occurrence of the Closing Date and obligation of the DIP Lenders (including, if
applicable, any Fronting Bank) to extend credit pursuant to the initial Credit
Event, is subject to the following conditions precedent:

     (a) Supporting Documents. The Administrative Agent shall have received for
each Loan Party: (i) a copy of such entity's constituent documents, as amended
up to and including the Closing Date, certified by the Secretary of State (or
other applicable


                                       51




Governmental Authority) of the jurisdiction of such entity's organization, (ii)
a certificate of such Secretary of State (or other applicable Governmental
Authority) of such entity's jurisdiction of organization, dated as of a recent
date, as to the good standing of such entity and as to the constituent documents
on file in the office of such Secretary of State (or other applicable
Governmental Authority), (iii) a certificate of the Secretary or an Assistant
Secretary of each such entity dated as of the Closing Date and certifying (A)
that attached thereto is a true and complete copy of the by-laws of such entity
as in effect on the date of such certification, (B) that attached thereto is a
true and complete copy of resolutions adopted by the governing body of such
entity authorizing the Borrowings and Letter of Credit extensions hereunder, the
execution, delivery and performance in accordance with their respective terms of
the Loan Documents and any other documents required or contemplated hereunder or
thereunder and the granting of the Liens on the Collateral contemplated hereby,
and that such resolutions are in full force and effect without modification or
amendment, (C) that the constituent documents of such entity have not been
amended since the date of the last amendment thereto indicated on the
certificate of the Secretary of State furnished pursuant to clause (i) above and
(D) as to the incumbency and specimen signature of each officer of such entity
executing this Agreement or any other Loan Documents or any other document
delivered by it in connection herewith or therewith (such certificate to contain
a certification by another officer of such entity as to the incumbency and
signature of the officer signing the certificate referred to in this clause
(iii)); and (iv) such other documents as the Administrative Agent may reasonably
request.

     (b) Interim Order. At the time of the initial Credit Event, the Agents, the
Fronting Bank and the DIP Lenders shall have received a certified copy of an
order of the Bankruptcy Court in substantially the form of Exhibit C (the
"Interim Order") approving the Loan Documents and granting the Superpriority
Claim status and senior priming and other Liens described in Section 2.22 which
Interim Order (i) shall have been entered with the consent or non-objection of a
preponderance of the Pre-Petition Lenders (as determined by the Co-Lead
Arrangers in their sole discretion) upon an application or motion of the Loan
Parties reasonably satisfactory in form and substance to the Co-Lead Arrangers,
on such prior notice to such parties (including the Pre-Petition Lenders) as may
in each case be reasonably satisfactory to the Co-Lead Arrangers, (ii) shall
authorize extensions of credit in amounts satisfactory to the Co-Lead Arrangers,
(iii) shall approve the payment by the Loan Parties of all of the Fees referred
to in Section 2.18, (iv) shall be in full force and effect, (v) shall have
authorized the use by the Loan Parties of any cash collateral in which any
Pre-Petition Lender under the Pre-Petition Facilities may have an interest and
shall have provided, as adequate protection for the use of such cash collateral
and the priming contemplated hereby, for (A) the monthly payment of current
interest and letter of credit fees (including the payment on the Closing Date of
any such interest and fees that are accrued and unpaid as of the Petition Date)
at the applicable non-default base rates plus applicable margins provided for
pursuant to the Pre-Petition Facilities; provided, that, as additional adequate
protection consideration for Pre-Petition Lenders under the Frontier Credit
Agreement


                                       52




(as defined in the Interim Order) to consent to the priming of their liens and
the use of their Cash Collateral, the payment described in this clause (A) shall
be determined by applying the applicable non-default base rate plus applicable
margin plus 40 basis points, (B) subject to the Carve-Out a Superpriority Claim
as contemplated by Section 507(b) of the Bankruptcy Code immediately junior to
the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agents,
the Fronting Banks and the DIP Lenders and the Permitted Inter-Group Debt, (C)
subject to the Carve-Out a Lien on substantially all of the assets of Loan
Parties (or, in the case of any Holding Company Guarantor, its Holding Company
Specified Assets) having a priority immediately junior to the priming and other
Liens granted in favor of the Agent, the Fronting Banks and the DIP Lenders
hereunder and under the other Loan Documents and the Liens securing the
Permitted Inter-Group Debt, (D) the payment on a current basis of the reasonable
fees and disbursements (including, but not limited to, the reasonable fees and
disbursements of counsel and internal and third-party consultants, including
financial consultants, and auditors) incurred by the respective agents under the
Pre-Petition Facilities (including any unpaid pre-petition fees and expenses)
and the continuation of the payment to such agents on a current basis of the
administration fees that are provided for under the respective Pre-Petition
Facilities and (vi) shall not have been stayed, reversed, modified or amended in
any respect; and, if the Interim Order is the subject of a pending appeal in any
respect, neither the extension of any credit pursuant to a Credit Event nor the
performance by any Loan Party of any of their respective obligations under any
Loan Documents or under any other instrument or agreement referred to therein
shall be the subject of a presently effective stay pending appeal.

     The adequate protection liens and the priority claims granted to the
Pre-Petition Lenders as contemplated by the Interim Order shall be limited to an
amount equal to the diminution, from and after the date of filing of the Interim
Order, in the value of their pre-petition collateral, including, without
limitation, the diminution in value of the Pre-Petition Liens as a consequence
of the priming liens contemplated hereby.

     (c) Security and Pledge Agreement. Each Loan Party shall have duly executed
and delivered to the Collateral Agent a Security and Pledge Agreement in
substantially the form of Exhibit D (the "Security and Pledge Agreement") and
each of the documents contemplated thereunder that is to be delivered prior to
the occurrence of the initial Credit Event (including, without limitation, all
such patent, trademark and copyright security agreements or other filings as
requested by the Collateral Agent in order to perfect the Administrative Agent's
security interest in intellectual property of each Loan Party).

     (d) First Day Orders. All of the "first day orders" entered by the
Bankruptcy Court at the time of the commencement of the Cases shall be
satisfactory in form and substance to the Co-Lead Arrangers.


                                       53




     (e) Opinion of Counsel. The Agents, the Fronting Banks and the DIP Lenders
shall have received one or more favorable written opinions of counsel to the
Loan Parties, each dated the Closing Date and each in form and substance, and
from a Person, reasonably acceptable to the Co-Lead Arrangers.

     (f) Payment of Fees. The Borrowers shall have paid the then unpaid balance
of all accrued and unpaid Fees due under and pursuant to this Agreement.

     (g) Corporate and Judicial Proceedings. All corporate, judicial and other
proceedings and all instruments and agreements in connection with the
transactions among the Loan Parties, the Agents, the Fronting Banks and the DIP
Lenders contemplated by the Loan Documents shall be satisfactory in form and
substance to the Co-Lead Arrangers, and the Co-Lead Arrangers shall have
received all information and copies of all documents and papers, including
records of corporate, judicial and other proceedings, which the Co-Lead
Arrangers may have requested in connection therewith, such documents and papers
where appropriate to be certified by proper corporate, governmental or judicial
or other authorities.

     (h) Information. The Co-Lead Arrangers shall have received all such
information (financial or otherwise) as may be reasonably requested by them and
shall have discussed such information with the management of the Loan Parties
and shall be satisfied with the nature and substance of such discussions.

     (i) Representations and Warranties. All representations and warranties
contained in this Agreement and the other Loan Documents shall be true and
correct in all material respects on and as of the Closing Date with the same
effect as if made on and as of such date except to the extent such
representations and warranties expressly relate to an earlier date (which shall
be true and correct in all material respects on and as of such earlier date).

     (j) No Default. No Default or Event of Default shall have occurred and be
continuing on and as of the Closing Date.

     (k) Closing Documents. The Administrative Agent shall have received all
documents required by this Agreement and the other Loan Documents and such
documents shall be satisfactory in form and substance to the Co-Lead Arrangers.

     SECTION 4.02. Conditions Precedent to Each Credit Event. The obligation of
each DIP Lender and each Fronting Bank to extend credit pursuant to any Credit
Event, including the initial Credit Event, is subject to the satisfaction of
each of the following conditions precedent:

     (a) Notice. The Administrative Agent shall have received a notice with
respect to such Credit Event, as required by Article 2.


                                       54




     (b) Representations and Warranties. All representations and warranties
contained in this Agreement and the other Loan Documents shall be true and
correct in all material respects on and as of the date of such Credit Event with
the same effect as if made on and as of such date except to the extent such
representations and warranties expressly relate to an earlier date (which shall
be true and correct in all material respects as of such earlier date).

     (c) No Default. On the date of such Credit Event, before and after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing (other than (x) a Financial Covenant Default with respect to a
Borrower Group other than the Borrower Group to which the Borrower requesting
such Credit Event belongs and (y) a True-Up Event of Default with respect to a
single test date or time and with respect to a single Borrower Group other than
the Borrower Group to which the Borrower requesting such Credit Event belongs
and (z) a Default with respect to an Exiting Loan Party).

     (d) Orders. The Interim Order shall be in full force and effect and shall
not have been stayed, reversed, modified or amended in any respect without the
prior written consent of the Co-Lead Arrangers, provided, that if after giving
effect to such Credit Event, the aggregate Outstanding Exposure with respect to
all Borrowers would exceed the amount authorized by the Interim Order, the
Agents, the Fronting Banks and each of the DIP Lenders shall have received a
certified copy of an order of the Bankruptcy Court satisfactory in form and
substance to the Co-Lead Arrangers in their sole discretion (the "Final Order"),
which, in any event, shall have been entered by the Bankruptcy Court no later
than 45 days after the entry of the Interim Order, and at the time of such
Credit Event, the Final Order shall be in full force and effect, and shall not
have been stayed, reversed, modified or amended in any respect without the prior
written consent of the Co-Lead Arrangers; and if either the Interim Order or the
Final Order is the subject of a pending appeal in any respect, neither the
occurrence of any Credit Event nor the performance by any Loan Party of any of
their respective obligations under any of the Loan Documents shall be the
subject of a presently effective stay pending appeal.

     (e) Payment of Fees. The Borrowers shall have paid to the relevant parties
the then unpaid balance of all accrued and unpaid Fees then payable under and
pursuant to this Agreement and the letter referred to in Section 2.18.

     (f) Borrowing Limit. After giving effect to such Credit Event, the
Outstanding Exposure with respect to the Borrower requesting such Credit Event
will not exceed (i) such Borrower's Borrowing Limit minus (ii) the Outstanding
Permitted Inter-Group Debt of such Borrower's Borrower Group.

     (g) Monthly Usage Limit. Solely if such Credit Event occurs on or after the
First Delivery Date, after giving effect to such Credit Event, the Outstanding
Exposure with respect to the Borrower requesting such Credit Event will not
exceed such


                                       55




Borrower's Monthly Usage Limit applicable to the calendar month in which such
Credit Event occurs.

     (h) Total Commitments. After giving effect to such Credit Event, the
Outstanding Exposure with respect to all Borrowers will not exceed the Total
Commitment or, solely if such Credit Event occurs prior to the Incremental
Availability Date, the lesser of (i) the Total Commitment and (ii) $500,000,000.

     (i) Use of Proceeds. The uses of the proceeds of such Credit Event shall be
(i) substantially consistent with the Monthly Budget of the relevant Borrower
applicable to the calendar month in which such Credit Event occurs and (ii) in
compliance with Section 5.08.

     The request by any Borrower for, and the acceptance by such Borrower of the
proceeds of, each Credit Event shall each be deemed to be a representation and
warranty by such Borrower on and as of the date of such Credit Event that each
of the conditions specified in this Section have been satisfied.

     SECTION 4.03. Occurrence of Incremental Availability Date. The Incremental
Availability Date shall occur on the first date on which each of the following
conditions shall have been satisfied:

     (a) Additional Due Diligence. The Co-Lead Arrangers shall have advised the
Borrowers in writing that the Initial Majority DIP Lenders shall have completed
an additional due diligence review with respect to each Loan Party, the scope,
substance and results of which due diligence review (i) shall be satisfactory to
each Initial Majority DIP Lender in its sole discretion, (ii) shall include, at
the request of the Initial Majority DIP Lenders in their sole discretion, an
evaluation of (x) the assets of each Loan Party (including without limitation
its subscribers), (y) the reporting systems of each Loan Party (including
without limitation billing systems and cash management systems) and (z) the
receipt of historical financial information with respect to each Loan Party and
(iii) shall include, in any event, satisfaction of the Initial Majority DIP
Lenders with the Loan Parties' systems for tracking cash receipt and
disbursements and with the arrangements with the Adelphia Business Solutions
business regarding the continued supply of certain services to the Loan Parties.

     (b) Monthly Budgets, Long-Term Budgets and Projections. The Agents, the
Fronting Banks and the DIP Lenders shall have received from each Borrower (i)
the Long Term Budget with respect to such Borrower and its Borrower Group, (ii)
the first Monthly Budget with respect to such Borrower and its Borrower Group,
and (iii) financial projections with respect to such Borrower and its Borrower
Group, showing, among other things, the effect on such Borrower Group of the
filing under Chapter 11 of the Bankruptcy Code, and each of the items described
in clauses (i), (ii) and (iii) shall be satisfactory in form and substance to
the Co-Lead Arrangers in their sole discretion.


                                       56




     (c) UCC Searches. The Collateral Agent shall have received all of the UCC
searches referred to in Section 5.07, and such UCC searches shall reflect the
absence of Liens on the assets of the Loan Parties other than such Liens as may
be approved by the Co-Lead Arrangers in their sole discretion and other Liens
permitted under Section 6.01.

                                    ARTICLE 5
                              AFFIRMATIVE COVENANTS

     From the date hereof and for so long as any Commitment shall be in effect
or any Letter of Credit shall remain outstanding, or any Obligation shall remain
outstanding or unpaid under the Loan Documents, each of the applicable Loan
Parties specified below agrees that:

     SECTION 5.01. Financial Statements, Reports, Etc. Each Borrower, the Parent
and each other Loan Party (as applicable) will deliver to the Administrative
Agent and each of the DIP Lenders:

     (a) (x) within 90 days after the end of each fiscal year ended on or after
the 120th Day, (i) such Borrower's consolidated balance sheet and related
statement of income and cash flows, showing the financial condition of such
Borrower's Borrower Group on a consolidated basis, as of the close of such
fiscal year, and the results of operations during such year, such statements to
be audited by PriceWaterhouseCoopers or other independent public accountants of
recognized national standing acceptable to the Required DIP Lenders and
accompanied by an opinion of such accountants (which shall not be qualified in
any material respect other than with respect to the Cases) and, solely if such
statements are being delivered on or after the SEC Reporting Date, to be
certified on behalf of such Borrower by a Financial Officer of such Borrower to
the effect that such consolidated financial statements fairly present the
financial condition and results of operations of such Borrower Group on a
consolidated basis in accordance with GAAP consistently applied and (ii) the
Parent's consolidated balance sheet and related statement of income and cash
flows, showing the financial condition of the Parent Group on a consolidated
basis, as of the close of such fiscal year, and the results of operations during
such year, such statements to be audited by PriceWaterhouseCoopers or other
independent public accountants of recognized national standing acceptable to the
Required DIP Lenders and accompanied by an opinion of such accountants (which
shall not be qualified in any material respect other than with respect to the
Cases) and, solely if such statements are being delivered on or after the SEC
Reporting Date, to be certified on behalf of such Borrower by a Financial
Officer of the Parent to the effect that such consolidated financial statements
fairly present the financial condition and results of operations of the Parent
Group on a consolidated basis in accordance with GAAP consistently applied and
(y) as soon as available, for each Borrower Group and the Parent Group, the
restated consolidated balance sheet and


                                       57




related statement of income and cash flows for any date, or any period ended,
prior to the date of effectiveness of this Agreement, as applicable, such
statements to be audited by PriceWaterhouseCoopers or other independent public
accountants of recognized national standing acceptable to the Required DIP
Lenders and accompanied by an opinion of such accountants (which shall not be
qualified in any material respect other than with respect to the Cases) and to
be certified by a Financial Officer of the relevant Loan Party to the effect
that such consolidated financial statements fairly present the financial
condition and results of operations of the applicable Borrower Group or Parent
Group, as the case may be, on a consolidated basis in accordance with GAAP
consistently applied (except for such changes necessitated by such restatement
and as to which such public accountants shall have concurred) (any statements
delivered pursuant to this clause (y), the "Restated Statements");

     (b) within 45 days after the end of each month of each fiscal year ended on
or after the 120th Day, (i) such Borrower's consolidated balance sheets and
related statements of income and cash flows, showing the financial condition of
such Borrower's Borrower Group on a consolidated basis, as of the close of such
month and the results of their operations during such month and the then elapsed
portion of such fiscal year, each set of such statements, solely if such
statements are being delivered on or after the SEC Reporting Date, certified on
behalf of such Borrower by a Financial Officer of such Borrower as fairly
presenting the financial condition and results of operations of such Borrower's
Borrower Group on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments, (ii) the Parent's
consolidated balance sheets and related statements of income and cash flows,
showing the financial condition of the Parent Group on a consolidated basis, as
of the close of such month and the results of their operations during such month
and the then elapsed portion of the fiscal year, each set of such statements,
solely if such statements are being delivered on or after the SEC Reporting
Date, certified on behalf of such Borrower by a Financial Officer of the Parent
as fairly presenting the financial condition and results of operations of the
Parent Group on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and (iii) certain
operating statistics of such Borrower in a form acceptable to the Co-Lead
Arrangers, certified on behalf of such Borrower by a Financial Officer of such
Borrower as to the accuracy thereof;

     (c) concurrently with any delivery of financial statements under (a) or (b)
above with respect to any Borrower or the Parent, as the case may be, (i) a
certificate of the applicable Financial Officer (A) solely if such statements
are being delivered on or after the SEC Reporting Date or are being delivered
pursuant to clause (iii) under (a) or (b), certifying on behalf of the Borrower
the accuracy of such statements in all material respects, (B) solely if such
financial statements are not Restated Statements, certifying on behalf of the
Borrower that to the best of such Financial Officer's knowledge no Default or
Event of Default has occurred during the period covered by such financial
statements and is continuing (other than, with respect to any Several Borrower,
a Default


                                       58




or Event of Default with respect to any Loan Party that does not belong to such
Several Borrower's Borrower Group) or, if such a Default or Event of Default has
occurred and is continuing, specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with respect thereto and (C)
solely if such financial statements are not Restated Statements, setting forth
computations in reasonable detail satisfactory to the Co-Lead Arrangers
demonstrating compliance with the provisions of Sections 6.03, 6.04, 6.05, 6.10
and 6.11, (ii) solely if such financial statements are not Restated Statements,
setting forth in reasonable detail a reconciliation of the financial results set
forth in such statements with the projected financial results for the relevant
period set forth in the Long-Term Budget and the Monthly Budget of the
applicable Loan Party and (iii) with respect to any financial statements
delivered under (a) (other than Restated Statements), a certificate (which
certificate may be limited to accounting matters and disclaim responsibility for
legal interpretations) of the relevant accountants accompanying such financial
statements certifying that, in the course of the regular audit of the business
of the relevant Borrower or the Parent, as the case may be, such accountants
have obtained no knowledge that an Event of Default has occurred during the
period covered by such financial statements and its continuing, or if, in the
opinion of such accountants, an Event of Default has occurred during the period
covered by such financial statements and is continuing, specifying the nature
thereof and all relevant facts with respect thereto;

     (d) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by any
Loan Party with the Securities and Exchange Commission, or any governmental
authority succeeding to any of or all of the functions of said commission, or
with any national securities exchange, as the case may be;

     (e) as soon as available and in any event (A) within 30 days after any Loan
Party or any of its ERISA Affiliates knows or has reason to know that any
Termination Event described in clause (i) of the definition of Termination Event
with respect to any Single Employer Plan of such Loan Party or such ERISA
Affiliate has occurred and (B) within 10 days after any Loan Party or any of its
ERISA Affiliates knows or has reason to know that any other Termination Event
with respect to any such Plan has occurred, a statement of a Financial Officer
of such Loan Party describing such Termination Event and the action, if any,
which such Loan Party or such ERISA Affiliate proposes to take with respect
thereto;

     (f) promptly and in any event within 10 days after receipt thereof by any
Loan Party or any of its ERISA Affiliates from the PBGC copies of each notice
received by such Loan Party or any such ERISA Affiliate of the PBGC's intention
to terminate any Single Employer Plan of such Loan Party or such ERISA Affiliate
or to have a trustee appointed to administer any such Plan;


                                       59




     (g) promptly and in any event within 30 days after the filing thereof with
the Department of Labor by any Loan Party, copies of each Schedule B (Actuarial
Information) to the annual report (Form 5500 Series) with respect to each Single
Employer Plan of any Loan Party or any of its ERISA Affiliates;

     (h) within 10 days after notice is given or required to be given to the
PBGC under Section 302(f)(4)(A) of ERISA of the failure of any Loan Party or any
of its ERISA Affiliates to make timely payments to a Plan, a copy of any such
notice filed and a statement of a Financial Officer setting forth (A) sufficient
information necessary to determine the amount of the lien under Section
302(f)(3), (B) the reason for the failure to make the required payments and (C)
the action, if any, which such Loan Party or any of its ERISA Affiliates
proposed to take with respect thereto;

     (i) promptly and in any event within 10 days after receipt thereof by any
Loan Party or any of its ERISA Affiliates from a Multiemployer Plan sponsor, a
copy of each notice received by such Loan Party or any of its ERISA Affiliates
concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan,
(B) the determination that a Multiemployer Plan is, or is expected to be, in
reorganization within the meaning of Title IV of ERISA, (C) the termination of a
Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of
liability incurred, or which may be incurred, by such Loan Party or any of its
ERISA Affiliates in connection with any event described in clause (A), (B) or
(C) above;

     (j) promptly after the same is available, copies of all pleadings, motions,
applications, judicial information, financial information and other documents
filed by or on behalf of such Loan Party with the Bankruptcy Court in the Cases,
or distributed by or on behalf of such Loan Party to any official committee
appointed in the Cases;

     (k) on or prior to the 15thday of each calendar month (commencing with
August 2002 for the Parent Group and October 2002 for each Borrower Group), (i)
a budget with respect to each Borrower and its Borrower Group or the Parent
Group (as applicable) (each, a "Monthly Budget") for each of (x) such calendar
month, and (y) the two subsequent calendar months thereafter, in form and
substance satisfactory to the Co-Lead Arrangers in their sole discretion and
setting forth, among other things, the forecasted maximum projected principal
amount of Borrowings and face amount of Letters of Credit to be used by such
Borrower or the Parent Group (as applicable) during such month and the two
calendar months thereafter and the projected maximum principal amount of
Borrowings and face amount of Letters of Credit to be used by such Borrower or
the Parent Group (as applicable) during such month and the two calendar months
thereafter and (ii) together with each such Monthly Budget of each Borrower or
the Parent Group (as applicable) described in clause (i) above, a reconciliation
of the results of the business operations of such Borrower's Borrower Group or
the Parent Group (as applicable) for the month preceding the most recently ended
calender month as compared to its corresponding Monthly Budget, in form and
substance satisfactory to


                                       60




the Co-Lead Arrangers in their sole discretion; provided that, solely on August
15, 2002, the Parent Group will provide a report setting forth the results of
June 2002 in lieu of such reconciliation. The delivery of items (i) and (ii) in
any month shall be concurrent;

     (l) (i) no later than the 120th Day, a budget with respect to each Borrower
and its Borrower Group (each, a "Long-Term Budget") for the period ending not
earlier than the Maturity Date, in form and substance acceptable to the Co-Lead
Arrangers in their sole discretion, including, but not limited to, information
regarding capital expenditures including projected amounts, and use thereof (and
the delivery of all Long-Term Budgets shall be concurrent); and (ii) from time
to time, upon request by the Co-Lead Arrangers, with respect to any Borrower, an
updated Long-Term Budget;

     (m) on the second Business Day of each calendar week (commencing with the
week of July 1st, 2002), from each Borrower (or, solely for any week ending
prior to the 120th Day, from the Parent only), a statement of projected cash
receipts and cash disbursements with respect to such Borrower's Borrower Group
(or, solely for any week ending prior to the 120th Day, the Parent Group) for
each week in the period of thirteen continuous weeks commencing with the
immediately following week, in form and substance acceptable to the Co-Lead
Arrangers;

     (n) no later than the 10th Business Day of each calendar month, a summary
(an "Inter-Group Debt Summary") from each Borrower of all (i) Permitted
Inter-Group Debt incurred by any Loan Party in its Borrower Group and (ii)
Permitted Inter-Group Advances made by any Loan Party in its Borrower Group, in
each case outstanding as of the last Business Day of the immediately preceding
calendar month, in form and substance acceptable to Co-Lead Arrangers in their
sole discretion;

     (o) on or prior to the 15th day of each calendar month (commencing with
July 2002), from each Borrower, a summary report regarding subscribers and
franchise agreements (including the status of each franchise agreement) and
related matters with respect to each Borrower Group, in each case as of the end
of the immediately preceding calendar month, in form and substance acceptable to
the Co-Lead Arrangers in their sole discretion;

     (p) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of any Loan Party, or
compliance with the terms of any agreement as any Agent, any Fronting Bank or
any DIP Lender may reasonably request; and

     (q) such other financial reports or other information as such Loan Party
shall provide to any Pre-Petition Lender or any agent under any Pre-Petition
Facility and such reports or other information regarding the cash management
system in which the Loan Parties participate and any proposed or contemplated
Cash Management Separation with


                                       61




respect thereto that such Loan Party may provide to any Person pursuant to the
Cash Management Protocol.

     SECTION 5.02. Corporate Existence. Each Loan Party will preserve, maintain
in full force and effect, and renew as necessary all governmental rights,
privileges, qualification, permits, licenses and franchises necessary or
desirable in the normal conduct of its business except (i) to the extent such
failure to preserve the same could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect and (ii) as otherwise permitted in connection
with sales of assets permitted by Section 6.11.

     SECTION 5.03. Insurance. Each Loan Party will keep its insurable properties
insured at all times, against such risks, including fire and other risks insured
against by extended coverage, as is customary with companies of the same or
similar size in the same or similar businesses; and maintain in full force and
effect public liability insurance against claims for personal injury or death or
property damage occurring upon, in, about or in connection with the use of any
properties owned, occupied or controlled by such Loan Party, as the case may be,
in such amounts and with such deductibles as are customary with companies of the
same or similar size in the same or similar businesses and in the same
geographic area, and maintain such other insurance or self insurance as may be
required by law.

     SECTION 5.04. Obligations and Taxes. Each Loan Party will pay all its
material obligations arising after the Petition Date promptly and in accordance
with their terms and pay and discharge promptly all material taxes, assessments
and governmental charges or levies imposed upon it or upon its income or profits
or in respect of its property arising after the Petition Date, before the same
shall become in default, as well as all material lawful claims for labor,
materials and supplies or otherwise arising after the Petition Date which, if
unpaid, would become a Lien (other than a Permitted Lien) or charge upon such
properties or any part thereof; provided, however, that such Loan Party shall
not be required to pay and discharge or to cause to be paid and discharged any
such tax, assessment, charge, levy or claim so long as the validity or amount
thereof shall be contested in good faith by appropriate proceedings (if such
Loan Party shall have set aside on their books adequate reserves therefor in
conformity with GAAP).

     SECTION 5.05. Notice of Event of Default, etc. Each Loan Party will, within
two Business Days thereof, give to the Administrative Agent notice in writing of
(a) any Default or Event of Default and (b) any material litigation,
investigations or proceedings which may exist at any time between such Loan
Party and any Governmental Authority, other than those described in the Current
SEC Reports.

     SECTION 5.06. Access to Books and Records. Each Loan Party will maintain or
cause to be maintained at all times true and complete books and records in
accordance with GAAP of the financial operations of such Loan Party (provided
that no Loan Party shall be deemed to have breached the foregoing covenant
solely as a result of matters


                                       62




described in the Current SEC Reports, provided that such Loan Party is in
compliance with Section 5.11); and provide the Agents and their respective
representatives access to all such books and records during regular business
hours, in order that the Agents may examine and make abstracts from such books,
accounts, records and other papers. Each Loan Party will, at any reasonable time
and from time to time during regular business hours, upon reasonable notice,
permit any Agent or any DIP Lender or any of their respective representatives
(including, without limitation, appraisers) to visit the properties of such Loan
Party and to conduct examinations of and to monitor the Collateral and to
discuss the affairs, finances and condition of such Loan Party with the officers
and independent accountants of such Loan Party.

     SECTION 5.07. Furnishing of Additional Information. Each Loan Party will
deliver to the Collateral Agent (i) within 30 days after the date hereof, such
financing statements, security agreements, or other documents as may be
necessary or desirable or as the Collateral Agent may request in order to
perfect any security interest on any of the Collateral, (ii) within 15 days
after the date hereof, a Perfection Certificate (as defined in the Security and
Pledge Agreement) with respect to such Loan Party, in the form specified in the
Security and Pledge Agreement, (iii) within 60 days after the date hereof, a
schedule (the "Intellectual Property Schedule") setting forth a complete and
accurate list of all patents, registered and material unregistered trademarks,
material trade names, service marks and copyrights, and all applications
pertaining to the foregoing and licenses thereof, of the Loan Parties
(collectively, the "Intellectual Property"), showing as of the date of such
schedule the jurisdiction in which registered, the registration number, the date
of registration and the expiration date; (iv) within 60 days after the date
hereof, UCC searches with respect to each Loan Party in the jurisdiction of its
incorporation, and each jurisdiction where it conducts business and/or any of
its assets are located (or deemed to be located), and (v) solely if such Loan
Party is the Parent or a Borrower, within 45 days after the date hereof,
customary favorable written opinions (including opinions regarding due
organization, valid existence, requisite authority to enter into the
transactions contemplated hereby, due execution and delivery of the Loan
Documents) of in-house counsel to the Parent and each Borrower, each dated as of
the Closing Date, and each in form and substance, and from a Person, reasonably
acceptable to the Co-Lead Arrangers; provided that periods provided for delivery
of documents in any of items (i), (ii), (iii), (iv) and (v) above may be
extended by the Co-Lead Arrangers.

     SECTION 5.08. Use of Proceeds. (a) The proceeds of the Loans made to each
Borrower will be used by such Borrower solely (i) for general corporate purposes
of such Borrower and each other Loan Party in such Borrower's Borrower Group and
(ii) to make Investments to the extent permitted by Section 6.10. The Letters of
Credit issued for the account of any Borrower will be used for general corporate
purposes in the ordinary course of business, including support of surety bonds
and similar obligations. The use of all of such proceeds and all Letters of
Credit shall be subject to the limitations set forth in the Orders.


                                       63




     (b) No Several Loan Party will use any Net Proceeds received by it in
respect of any Reduction Event for any purpose other than the funding of the
operations of such Loan Party and each other Loan Party that belongs to the same
Borrower Group and, without limiting the generality of the foregoing, no Several
Loan Party shall use any such Net Proceeds to make any Permitted Inter-Group
Advances. Nothing in this Agreement shall be construed to constitute a waiver by
any DIP Lender or any other creditor of any legal rights such DIP Lender or
other creditor or party in interest may have to challenge, object or otherwise
seek relief with respect to any such Reduction Event and all such rights are
hereby expressly reserved.

     SECTION 5.09. Chief Restructuring Officer. The Borrowers will at all times
continue to employ a chief restructuring officer reasonably acceptable to the
Co-Lead Arrangers.

     SECTION 5.10. Franchise Agreements. Each Loan Party will preserve and
maintain in full force and effect each franchise agreement or similar agreement
to which it is a party from time to time (including without limitation by
ensuring the timely renewal thereof), so long as after giving effect to the
lapse thereof, the aggregate number of subscribers that were covered by all such
franchise agreements of all Loan Parties in any Borrower Group that have lapsed
since the Petition Date does not exceed (i) 10% of the aggregate amount of
subscribers that were covered by all such franchise agreements of all Loan
Parties in such Borrower Group on the Petition Date and (ii) 10% of the
aggregate amount of subscribers that were covered by all such franchise
agreements of all Loan Parties on the Petition Date.

     SECTION 5.11. Ongoing Compliance. Without limiting its obligations under
Section 6.13, each Loan Party will use its best efforts to correct, as
expeditiously as possible, any deficiencies in its financial statements and
records, and in its accounting, reporting and cash management systems, described
in the Current SEC Reports.

     SECTION 5.12. Maintenance of Concentration Account. The Loan Parties shall,
within 30 days after the Closing Date, and at all times thereafter, maintain
with the Administrative Agent an account or accounts (the "Concentration
Account") (a) to be used by the Loan Parties as their principal concentration
accounts and (b) into which shall be swept or deposited, at the end of each
Business Day, all cash of the Loan Parties and the full available balances in
excess of an aggregate of $100,000 in all of the operating and other bank
accounts of the Loan Parties at any institution other than the Administrative
Agent (other than any amounts required or permitted to be deposited in any other
account pursuant to the Cash Management Protocol); provided that this covenant
shall not apply to the accounts maintained with respect to the Telemedia joint
ventures in accordance with past practice so long as (x) no Loan Party shall
have control over the management of such accounts and (y) only amounts generated
by the Telemedia joint ventures shall be deposited therein.


                                       64




     SECTION 5.13. Additional Loan Parties. Promptly and in any event within 10
days after any Subsidiary of the Parent that is not a Loan Party on the date
hereof shall have filed a voluntary petition with the Bankruptcy Court under
chapter 11 of the Bankruptcy Code, the Parent will cause such Subsidiary to
become a party to this Agreement and the Security and Pledge Agreement by
executing a counterpart of each such Loan Document (and cause the Interim Order
or the Final Order, as the case may be, to be applicable to such Subsidiary),
whereupon (i) such Subsidiary shall have all the rights, and be subject to all
the obligations, of a Loan Party under the Loan Documents and (ii) such
Subsidiary shall be designated a Several Loan Party or a Joint and Several Loan
Party, as the Borrower and the Co-Lead Arrangers may agree.

     SECTION 5.14. Exiting Loan Parties. No Loan Party shall be obligated to
comply with any covenants set forth in this Article 5 from and after the date
such Loan Party becomes an Exiting Loan Party.

                                    ARTICLE 6
                               NEGATIVE COVENANTS

     From the date hereof and for so long as any Commitment shall be in effect
or any Letter of Credit shall remain outstanding or any Obligation shall remain
outstanding or unpaid under the Loan Documents, each of the applicable Loan
Parties will not (and will not apply to the Bankruptcy Court for authority to):

     SECTION 6.01. Liens. Each Loan Party will not incur, create, assume or
suffer to exist any Lien on any asset of such Loan Party now owned or hereafter
acquired by such Loan Party, other than: (a) Liens securing the obligations of
such Loan Party under the Pre-Petition Facility to which such Loan Party is a
party, (b) Liens (other than Liens described in clause (a)) existing on the
Petition Date and set forth on Schedule 6.01, (c) Liens in favor of the
Pre-Petition Lenders as adequate protection granted pursuant to the Orders,
which Liens are junior to the Liens contemplated hereby in favor of the Agents,
the Fronting Banks and the DIP Lenders and junior to any Permitted Inter-Group
Debt Lien, provided that the Interim Order and the Final Order shall provide
that the holders of such junior Liens shall not be permitted to take any action
to foreclose or otherwise exercise any remedies with respect to such junior
Liens (except that such holders shall not be prevented from seeking additional
adequate protection or modification thereof or seeking the termination of the
use of cash collateral upon the occurrence and during the continuance of any
Event of Default so long as such additional adequate protection shall at all
times be subject and junior to the claims and Liens in favor of the Agents, the
Fronting Banks and the DIP Lenders and the Permitted Inter-Group Debt Liens, (d)
Permitted Liens, (e) Liens in favor of the Agents, the Fronting Banks and the
DIP


                                       65




Lenders securing the Obligations, (f) Permitted Inter-Group Debt Liens, and (g)
Liens on cash and cash equivalents securing reimbursement obligations with
respect to surety bonds in the ordinary course of business so long as the
aggregate amount of such cash and cash equivalents does not exceed at any time
25% of the aggregate face amount of such surety bonds outstanding at such time.

     SECTION 6.02. Merger, etc. Each Loan Party will not consolidate or merge
with or into another Person, except that any Loan Party that belongs to any
Borrower Group may merge or consolidate with any other Loan Party that belongs
to the same Borrower Group.

     SECTION 6.03. Indebtedness. Each Loan Party will not contract, create,
incur, assume or suffer to exist any Indebtedness, except for (a) Indebtedness
under this Agreement; (b) Indebtedness incurred prior to the Petition Date; (c)
Indebtedness incurred pursuant to Intra-Group Advances, (d) Permitted
Inter-Group Debt solely to the extent arising from Intercompany Advances that
are permitted under clause (iv) of Section 6.10(a), (e) Indebtedness consisting
of guaranties permitted by Section 6.06, (f) Indebtedness owed to any DIP Lender
or any of its Affiliates in respect of any overdrafts and related liabilities
arising from treasury, depository and cash management services or in connection
with any automated clearing house transfer of funds, and (g) purchase money
Indebtedness in an aggregate amount not in excess of $40,000,000, the proceeds
of which Indebtedness are applied to finance the acquisition, construction or
improvement of real property, vehicles or equipment in the ordinary course of
business and extensions, renewals or replacements of any such Indebtedness.

     SECTION 6.04. Capital Expenditures. 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 6.05. Minimum EBITDA. Each Borrower will not permit EBITDA for its
Borrower Group for any month ended on or after the Covenant Addendum Date to be
less than the amount set forth in the Covenant Addendum.

     SECTION 6.06. Guarantees and Other Liabilities. Each Loan Party will not
purchase or repurchase (or agree, contingently or otherwise, so to do) the
Indebtedness of, or assume, guarantee (directly or indirectly or by an
instrument having the effect of assuring another's payment or performance of any
obligation or capability of so doing, or otherwise), endorse or otherwise become
liable, directly or indirectly, in connection with the obligations, stock or
dividends of any Person, except (i) Permitted Inter-Group Guarantees, (ii) any
other guaranty of Indebtedness or other obligations of any Loan Party if such
Loan Party could have incurred such Indebtedness or obligations under this
Agreement, and (iii) by endorsement of negotiable instruments for deposit or
collection in the ordinary course of business.


                                       66




     SECTION 6.07. Chapter 11 Claims. Each Loan Party will not incur, create,
assume, suffer to exist or permit any other Superpriority Claim that is pari
passu with or senior to the claims of the Agents, the Fronting Banks and the DIP
Lenders against the Loan Parties under the Loan Documents.

     SECTION 6.08. Dividends; Capital Stock. Each Loan Party will not declare or
pay, directly or indirectly, any dividends or make any other distribution, or
payment, whether in cash, property, securities or a combination thereof, with
respect to (whether by reduction of capital or otherwise) any shares of capital
stock (or any options, warrants, rights or other equity securities or agreements
relating to any capital stock), or set apart any sum for the aforesaid purposes,
except that any Loan Party (other than a Borrower) in any Borrower Group may pay
dividends to any other Loan Party in such Borrower Group.

     SECTION 6.09. Transactions with Affiliates. Each Loan Party will not sell
or transfer any property to, or otherwise engage in any other material
transactions with, any of its Affiliates, other than in the ordinary course of
business in good faith and at prices and on terms and conditions not less
favorable than could be obtained on an arms'-length basis from unrelated third
parties; provided that nothing in this Section 6.09 shall be construed to
prohibit any Investment permitted under Section 6.10.

     SECTION 6.10. Investments, Intercompany Advances. (a) Each Loan Party will
not purchase, hold or acquire any capital stock, evidences of indebtedness or
other securities of, make or permit to exist any loans or advances to, or make
or permit to exist any investment in, any other Person (all of the foregoing,
"Investments"), except for (i) ownership by each Loan Party of the Equity
Interests of each of its Subsidiaries referred to in Section 3.05, (ii)
Permitted Investments, (iii) Investments (other than Investments permitted by
clause (i)) by each Loan Party outstanding on the Petition Date (but not any
refinancings or extensions thereof or further advances of any kind in connection
therewith), (iv) Intercompany Advances to the extent permitted by subsection
(b), (v) prior to the Covenant Addendum Date, any Investment consisting of loans
or advances made by any Loan Party that belongs to a Joint and Several Borrower
Group to any Person (other than a Loan Party) that is engaged in the cable
business and whose assets are managed by a Loan Party so long as (1) the
aggregate amount of such Investments will not exceed $10,000,000, (2) the
proceeds of any such Investment will be used by the recipient thereof solely for
working capital purposes and (3) the Loan Party that has made such Investment
will use its commercially reasonable efforts to cause any such Investment to be
secured by assets of the recipient of the proceeds thereof, (vi) prior to the
Covenant Addendum Date, Investments not otherwise permitted by the foregoing
clauses in an aggregate amount not to exceed $3,000,000, (vii) Investments
consisting of the acquisition of assets pursuant to the Settlement Agreement (so
long as the terms of such acquisition, taken as a whole, are fair and
reasonable) and (viii) on and after the Covenant Addendum Date, Investments to
the extent permitted by the Covenant Addendum and subject to the limitations set
forth therein; provided that (1) no Loan


                                       67




Party shall be deemed to have breached this covenant solely as a result of the
continuation after the date hereof and prior to the date that falls 45 days
after the date hereof of matters relating to the Adelphia Cash Management System
that are described in the Current SEC Reports, so long as such Loan Party is in
compliance with Section 5.11 and (2) no Loan Party shall make any Investment
(including without limitation any loan or advance) in any Exiting Loan Party
from and after the date such Exiting Loan Party becomes an Exiting Loan Party.

     (b) Intercompany Advances will be subject to the following restrictions:

          (i) no Loan Party which belongs to any Borrower Group may make any
     Intercompany Advance directly to any Loan Party that belongs to any other
     Borrower Group;

          (ii) any Loan Party which belongs to any Borrower Group may make any
     Intercompany Advance to any other Loan Party which belongs to the same
     Borrower Group (any such Intercompany Advance, an "Intra-Group Advance");

          (iii) in addition to any Intra-Group Advance, any Loan Party which
     belongs to any Borrower Group may make any Intercompany Advance to any Loan
     Party that is a Holding Company Guarantor and a direct or indirect holding
     company of such Loan Party, subject to the proviso set forth below; and

          (iv) any Holding Company Guarantor may make any Intercompany Advance
     to any other Holding Company Guarantor that is a direct or indirect holding
     company of such Holding Company Guarantor or to a direct or indirect
     subsidiary of such Holding Company Guarantor, subject to the proviso set
     forth below;

     provided that (x) any Permitted Inter-Group Advance may be made only so
long as (1) it shall be secured by Liens on the Collateral of (i) the Loan Party
(other than a Holding Company Guarantor) to which such Permitted Inter-Group
Advance is made pursuant to clause (iv) above (the "Ultimate Intercompany
Borrower") and (ii) each other Loan Party that is a member of the same Borrower
Group as the Ultimate Intercompany Borrower (any such Lien, a "Permitted
Inter-Group Debt Lien"), which Lien shall be junior in right of payment and in
all other respects to the Liens on such Collateral in favor of the Agents, the
Fronting Banks and the DIP Lenders on the Collateral and shall be subordinated
thereto pursuant to a subordination agreement in form and substance acceptable
to the Co-Lead Arrangers in their sole discretion and (2) the repayment thereof
shall be an obligation of or guaranteed by such Ultimate Intercompany Borrower
pursuant to an instrument or guarantee in form and substance acceptable to the
Co-Lead Arrangers in their sole discretion (any such instrument or


                                       68




guarantee, a "Permitted Inter-Group Guarantee"), (y) no Loan Party which belongs
to any Borrower Group may incur any Permitted Inter-Group Debt or make any
Permitted Inter-Group Advance while a Financial Covenant Event of Default has
occurred and is continuing with respect to such Borrower Group (and no Loan
Party which does not belong to such Borrower Group shall make any Permitted
Inter-Group Advance to any Loan Party which belongs to such Borrower Group
during such time) and (z) Permitted Inter-Group Debt will bear interest from
time to time on a monthly basis at the rate equal to the blended rate of
interest for such period under this Agreement. Obligations under any Permitted
Inter-Group Guarantee shall be joint and several obligations of each Loan Party
that is a member of the Borrower Group of which the Ultimate Intercompany
Borrower is a member. No Loan Party will use the proceeds of any Intercompany
Advance or any Loan (x) to finance expenditures related to the golf course in
Coudersport, Pennsylvania, other than remediation costs and other costs
associated with the shut-down of such golf course or (y) to finance expenditures
incurred by or related to the Buffalo Sabres hockey team (but nothing in this
clause (y) shall be construed to prohibit the wind-down of existing insurance
and other operating arrangements with respect to such team).

     "Permitted Inter-Group Debt" means any intercompany debt permitted to be
incurred by any Loan Party pursuant to clauses (iii) or (iv) above.

     "Permitted Inter-Group Advance" means any intercompany loan or advance
permitted to be made by any Loan Party pursuant to clauses (iii) or (iv) above.

     (c) Subject to the proviso set forth in clause (a), on any date, the sum of
(i) the Outstanding Permitted Inter-Group Debt of each Borrower Group (as set
forth in the Inter-Group Debt Summary for such calendar week) plus (ii) the
Outstanding Exposure of the Borrower in such Borrower Group on such date shall
not exceed such Borrower's Borrowing Limit.

     (d) At the times and on the dates specified in the Cash Management
Protocol, each Loan Party shall repay Loans and Intercompany Advances, as
applicable, in the amounts required to be repaid in the Cash Management
Protocol.

     SECTION 6.11. Disposition of Assets. Each Loan Party will not sell or
otherwise dispose of any assets except for (i) sales of inventory, fixtures and
equipment in the ordinary course of business, (ii) sales of surplus equipment no
longer used in the businesses of the Loan Parties, (iii) sales of assets
pursuant to an Asset Sale Agreement and (iv) sales of assets (other than those
described in clause (i), (ii) or (iii) hereof) with an aggregate fair market
value not to exceed $15,000,000 (cumulatively for all Loan Parties); provided
that in each of the above cases (x) the consideration received by the relevant
Loan Party shall not be less than the fair market value of the assets sold or
disposed of, (y) where required by law, the sale or disposition shall have
received the approval of the Bankruptcy Court and (z) upon receipt by such Loan
Party of any Net


                                       69




Proceeds of any sale or disposition described in clause (ii), (iii) or (iv)
hereof constituting a Reduction Event, such Loan Party will comply with the
provisions of Section 2.12.

     SECTION 6.12. Nature of Business. Each Loan Party will not modify or alter
in any material manner the nature and type of its business as conducted at or
prior to the Petition Date or the manner in which such business is conducted
(except as required by the Bankruptcy Code), it being understood that sales
permitted by Section 6.11 shall not constitute such a material modification or
alteration.

     SECTION 6.13. Cash Management System. Each Loan Party will not conduct its
cash management system on and after the Petition Date in any manner other than
in accordance with the Cash Management Protocol and the Cash Management Order;
provided that from and after the occurrence of a Cash Management Separation with
respect to any Loan Party, the provisions of this Section 6.13 shall be deemed
to have been amended to provide that the Borrower Group to which such Loan Party
belongs shall be excluded from such cash management system and each other Loan
Party shall comply with all the conditions (if any) applicable to it pursuant to
the terms of such Cash Management Separation.

     SECTION 6.14. Exiting Loan Parties. No Loan Party shall be obligated to
comply with any covenants set forth in this Article 6 from and after the date
such Loan Party becomes an Exiting Loan Party.

                                    ARTICLE 7
                                EVENTS OF DEFAULT

     SECTION 7.01. Events of Default. In the case of the happening of any of the
following events and the continuance thereof beyond the applicable period of
grace, if any (each, an "Event of Default"):

     (a) any representation or warranty made (or deemed made) by a Loan Party in
any Loan Document or in connection with any Loan Document or any Credit Event or
any statement or representation made in any report, financial statement,
certificate or other document furnished by a Loan Party to any Agent, any
Fronting Bank or any DIP Lenders under or in connection with any Loan Document
(including without limitation the Covenant Addendum), shall prove to have been
false or misleading in any material respect when made (or deemed made) or
delivered; or

     (b) default shall be made in the payment of (i) any principal of the Loans
or Reimbursement Obligations or cash collateralization requirement pursuant to
Section 2.12 when due (whether at the fixed due date thereof (including the
Prepayment Date),


                                       70




or as a result of a Reduction Event, or by acceleration thereof or otherwise);
or (ii) Fees or interest on the Loans or interest on the Reimbursement
Obligations or any other amount payable under any Loan Document (other than any
amount described in clause (i)) when due, and such default described in this
clause (ii) shall continue unremedied for more than two (2) Business Days, or

     (c) default shall be made by any Loan Party in the due observance or
performance of any covenant, condition or agreement contained in Sections
5.01(k), 5.08, 5.09, 5.10 or Article 6 hereof; or

     (d) default shall be made by any Loan Party in the due observance or
performance of any other covenant, condition or agreement to be observed or
performed pursuant to the terms of this Agreement or any of the other Loan
Documents or the Orders and such default shall continue unremedied for more than
ten (10) days; or

     (e) any of the Cases shall be dismissed or converted to a case under
chapter 7 of the Bankruptcy Code or any Loan Party shall file a motion or other
pleading seeking the dismissal of any of the Cases under Section 1112 of the
Bankruptcy Code or otherwise (or any other Person shall file such motion or
pleading that shall not be dismissed within 10 days after the filing thereof); a
trustee under chapter 7 or chapter 11 of the Bankruptcy Code, a responsible
officer or an examiner with enlarged powers relating to the operation of the
business (powers beyond those set forth in Section 1106(a)(3) and (4) of the
Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code shall be appointed
in any of the Cases and the order appointing such trustee, responsible officer
or examiner shall not be reversed or vacated within 30 days after the entry
thereof; or an application shall be filed by any Loan Party for the approval of
any other Superpriority Claim (other than the Carve-Out) in any of the Cases
which is pari passu with or senior to the claims of the Agents, the Fronting
Banks and the DIP Lenders against any Loan Party hereunder, or there shall arise
or be granted any such pari passu or senior Superpriority Claim; or

     (f) the Bankruptcy Court shall enter an order or orders granting relief
from the automatic stay applicable under Section 362 of the Bankruptcy Code to
the holder or holders of any security interest to permit foreclosure (or the
granting of a deed in lieu of foreclosure or the like) on any of the assets of a
Loan Party that have a value in excess of $5,000,000 in the aggregate; or

     (g) a Change of Control shall occur (except with respect to a Loan Party
that is an Exiting Loan Party); or

     (h) any provision of any Loan Document shall, for any reason, cease to be
valid and binding against any Loan Party or any Loan Party shall so assert in
any pleading filed in any court; or


                                       71




     (i) an order of the Bankruptcy Court shall be entered reversing, amending,
supplementing, staying for a period in excess of ten (10) days, vacating or
otherwise modifying either of the Orders or terminating the use of cash
collateral by the Loan Parties pursuant to the Orders; or

     (j) any judgment or order as to a post-petition liability or debt for the
payment of money in excess of $5,000,000 shall be rendered against any Loan
Party and the enforcement thereof shall not have been stayed; or

     (k) any non-monetary judgment or order with respect to a post-petition
event shall be rendered against any Loan Party which does or would reasonably be
expected to have a Material Adverse Effect and there shall be any period of ten
(10) consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

     (l) except as permitted by the Orders, any Loan Party shall make any
Pre-Petition Payment other than Pre-Petition Payments authorized by the
Bankruptcy Court in respect of: (i) employee reimbursement, health care, and
welfare claims, (ii) sales and use taxes in a total amount not in excess of
$5,000,000, (iii) any fees due to regulatory authorities in a total amount not
in excess of $46,000,000, (iv) any E-rate program rebates in a total amount not
in excess of $1,300,000, (v) accrued employee wages and salaries, (vi) insurance
premiums and any retroactive adjustments, (vii) warehouse expenses in a total
amount not in excess of $500,000 and (viii) expenses related to customer
programs (including deposits, marketing offers and charitable events); or

     (m) any Termination Event described in clauses (iii) or (iv) of the
definition of such term shall have occurred and shall continue unremedied for
more than ten (10) days and the sum (determined as of the date of occurrence of
such Termination Event) of the Insufficiency of the Plan in respect of which
such Termination Event shall have occurred and be continuing and the
Insufficiency of any and all other Plans with respect to which such a
Termination Event (described in such clauses (iii) or (iv)) shall have occurred
and then exist is equal to or greater than $2,000,000; or

     (n) (i) Any Loan Party or any ERISA Affiliate thereof shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
Liability to such Multiemployer Plan, (ii) such Loan Party or such ERISA
Affiliate does not have reasonable grounds to contest such Withdrawal Liability
and is not in fact contesting such Withdrawal Liability in a timely and
appropriate manner and (iii) the amount of such Withdrawal Liability specified
in such notice, when aggregated with all other amounts required to be paid to
Multiemployer Plans in connection with Withdrawal Liabilities (determined as of
the date of such notification), exceeds $2,000,000 allocable to post-petition
obligations or requires payments exceeding $2,000,000 per annum in excess of the
annual payments made with respect to such Multiemployer Plans by such


                                       72




Loan Party or such ERISA Affiliate for the plan year immediately preceding the
plan year in which such notification is received; or

     (o) any Loan Party or any ERISA Affiliate thereof shall have been notified
by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
if as a result of such reorganization or termination the aggregate annual
contributions of such Loan Party and its ERISA Affiliates to all Multiemployer
Plans that are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the plan
years that include the date hereof by an amount exceeding $2,000,000; or

     (p) any Loan Party or any ERISA Affiliate shall have committed a failure
described in Section 302(f)(1) of ERISA (other than the failure to make any
contribution accrued and unpaid as of the Petition Date) and the amount
determined under Section 302(f)(3) of ERISA is equal to or greater than
$2,000,000; or

     (q) it shall be determined (whether by the Bankruptcy Court or by any other
judicial or administrative forum) that any Loan Party is liable for the payment
of claims arising out of any failure to comply (or to have complied) with
applicable environmental laws or regulations the payment of which will have a
Material Adverse Effect on the financial condition, business, properties,
operations or assets of the Loan Parties, taken as a whole, and the enforcement
thereof shall not have been stayed; or

     (r) default shall be made by any Loan Party in the due observance or
performance of any term or condition contained in any Order;

     (s) the Covenant Addendum Date shall not have occurred on or prior to the
120th Day;

then, and in every such event and at any time thereafter during the continuance
of such event, and without further order of or application to the Bankruptcy
Court, subject to the proviso set forth at the end of this paragraph, the
Administrative Agent or the Collateral Agent, as the case may be, may, and at
the request of the Required DIP Lenders shall, take one or more of the following
actions, at the same or different times: (i) terminate forthwith the Total
Commitment; (ii) declare the Loans then outstanding to be forthwith due and
payable, whereupon the principal of the Loans together with accrued interest
thereon and any unpaid accrued Fees and all other liabilities of the Loan
Parties accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Loan
Parties, anything contained herein or in any other Loan Document to the contrary
notwithstanding; (iii) require each Borrower upon demand to forthwith deposit in
its Letter of Credit Account cash in an amount that, together with any amounts
then held in such Letter of Credit Account, is equal to the


                                       73




sum of 110% of the then outstanding Letters of Credit issued for the account of
such Borrower; (iv) upon at least 5 days' prior notice to the applicable Loan
Party, set-off amounts in each Letter of Credit Account, or any other accounts
maintained by any Loan Party with any Agent and apply such amounts to the
Obligations of such Loan Party hereunder and in the other Loan Documents; and
(v) exercise any and all remedies under the Loan Documents and under applicable
law available to the Agents, the Fronting Banks and the DIP Lenders (subject, in
the case of clause (iv), to the notice specified therein), and the proceeds of
any sale or other disposition of the Collateral of any Loan Party shall be
applied in accordance with the provisions of the Security and Pledge Agreement;
provided that upon the occurrence and at any time during the continuance of (xx)
a Financial Covenant Event of Default with respect to a Borrower Group or (yy) a
True-Up Event of Default with respect to any test date or time and with respect
to a Borrower Group (so long as no True-Up Event of Default with respect to such
Borrower Group occurred on the immediately prior test date or time) and, in the
case of clauses (xx) or (yy), the occurrence and continuance at such time of no
other Event of Default, the Administrative Agent and the Collateral Agent may
not, and Required DIP Lenders may not request either of them to, (1) take the
action described in clause (i), (2) take any actions described in clause (ii)
with respect to any Loans other than the Loans of the Borrower (the "Defaulting
Borrower") whose failure to comply with Section 6.04, 6.05 or 6.10(d), as the
case may be, has resulted in such Financial Covenant Event of Default or True-Up
Event of Default, as the case may be, (3) take any actions described in clauses
(iii) and (iv) with respect to any Letter of Credit Account, or other account
other than the Letter of Credit Account, and any other account of the Defaulting
Borrower, of any Several Guarantor that belongs to the same Borrower Group as
the Defaulting Borrower, of any Joint and Several Borrower and of any Joint and
Several Guarantor (all such Loan Parties, collectively, the "Defaulting Group")
and (4) take any actions described in clause (v) with respect to any Loan Party
other than a Loan Party that belongs to the Defaulting Group.

                                    ARTICLE 8
                                   THE AGENTS

     SECTION 8.01. Administration by Agents. The general administration of the
Loan Documents shall be performed by the Agents as contemplated therein. Each
DIP Lender hereby irrevocably authorizes the appropriate Agent, at its
discretion, to take or refrain from taking such actions as such Agent on its
behalf and to exercise or refrain from exercising such powers under the Loan
Documents as are delegated by the terms hereof or thereof, as appropriate,
together with all powers reasonably incidental thereto (including the release of
Collateral in connection with any transaction that is expressly permitted by the
Loan Documents). The Agents shall have no duties or responsibilities except as
expressly set forth in this Agreement and the remaining Loan Documents.


                                       74




     SECTION 8.02. Advances and Payments.

     (a) On the date of each Loan, the Administrative Agent shall be authorized
(but not obligated) to advance, for the account of each of the DIP Lenders, the
amount of the Loan to be made by it in accordance with its Commitment hereunder.
Should the Administrative Agent do so, each of the DIP Lenders agrees forthwith
to reimburse the Administrative Agent in immediately available funds for the
amount so advanced on its behalf by the Administrative Agent, together with
interest at the Federal Funds Effective Rate if not so reimbursed on the date
due from and including such date but not including the date of reimbursement.

     (b) Any amounts received by any of the Agents in connection with any Loan
Document (other than amounts to which such Agent is entitled to receive for its
own account pursuant to Sections 2.18, 2.20, 8.06, 10.05 and 10.06 of this
Agreement), the application of which is not otherwise provided for in any Loan
Document shall be applied, first, in accordance with each DIP Lender's
Commitment Percentage to pay accrued but unpaid Commitment Fees or Letter of
Credit Fees, and second, in accordance with each DIP Lender's Commitment
Percentage to pay accrued but unpaid interest and the principal balance
outstanding and all reimbursed Letter of Credit drawings, and then to cash
collateralize any outstanding Letter of Credit Obligations and to pay any other
outstanding Obligation. All amounts to be paid to a DIP Lender by the
Administrative Agent shall be credited to that DIP Lender, after collection by
the Administrative Agent, in immediately available funds either by wire transfer
or deposit in that DIP Lender's correspondent account with the Administrative
Agent, as such DIP Lender and the Administrative Agent shall from time to time
agree.

     SECTION 8.03. Sharing of Setoffs. Each DIP Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
any Loan Party, including, but not limited to, a secured claim under Section 506
of the Bankruptcy Code or other security interest arising from, or in lieu of,
such secured claim and received by such DIP Lender under any applicable
bankruptcy, insolvency or other similar law, or otherwise, obtain payment in
respect of its Loans as a result of which the unpaid portion of its Loans is
proportionately less than the unpaid portion of the Loans of any other DIP
Lender (a) it shall promptly purchase at par (and shall be deemed to have
thereupon purchased) from such other DIP Lender a participation in the Loans of
such other DIP Lender, so that the aggregate unpaid principal amount of each DIP
Lender's Loans and its participation in Loans of the other DIP Lenders shall be
in the same proportion to the aggregate unpaid principal amount of all Loans
then outstanding as the principal amount of its Loans prior to the obtaining of
such payment was to the principal amount of all Loans outstanding prior to the
obtaining of such payment and (b) such other adjustments shall be made from time
to time as shall be equitable to ensure that the DIP Lenders share such payment
pro-rata, provided that if any such non-pro-rata payment is thereafter recovered
or otherwise set aside, such purchase of participation shall be rescinded
(without interest). Each Loan Party expressly consents to the


                                       75




foregoing arrangements and agrees that any DIP Lender holding (or deemed to be
holding) a participation in a Loan may exercise any and all rights of banker's
lien, setoff or counterclaim with respect to any and all moneys owing by such
Borrower to such DIP Lender as fully as if such DIP Lender held a Note and was
the original obligee thereon, in the amount of such participation.

     SECTION 8.04. Agreement of Required DIP Lenders or Super-Majority DIP
Lenders. Upon any occasion requiring or permitting an approval, consent, waiver,
election or other action on the part of the Required DIP Lenders or
Super-Majority DIP Lenders, action shall be taken by the Administrative Agent
for and on behalf or of the benefit of all DIP Lenders upon the direction of the
Required DIP Lenders or the Super-Majority DIP Lenders (as the case may be), and
any such action shall be binding on all DIP Lenders. No amendment, modification,
consent, or waiver shall be effective except in accordance with the provisions
of Section 10.10.

     SECTION 8.05. Liability of Agents.

     (a) Each of the Agents, when acting on behalf of the DIP Lenders, may
execute any of its respective duties under this Agreement or any other Loan
Document by or through any of its respective officers, agents, and employees,
and none of the Agents, any of their directors, officers, agents, employees or
Affiliates shall be liable to the DIP Lenders or any of them for any action
taken or omitted to be taken in good faith, or be responsible to the DIP Lenders
or to any of them for the consequences of any oversight or error of judgment, or
for any loss, unless the same shall happen through its gross negligence or
willful misconduct. The Agents and their respective directors, officers, agents,
employees and Affiliates shall in no event be liable to the DIP Lenders or to
any of them for any action taken or omitted to be taken by them pursuant to
instructions received by them from the Required DIP Lenders or in reliance upon
the advice of counsel selected by it. Without limiting the foregoing, none of
the Agents, any of their respective directors, officers, employees,
administrative agents or Affiliates shall be responsible to any DIP Lender for
the due execution, validity, genuineness, effectiveness, sufficiency, or
enforceability of, or for any statement, warranty or representation in, this
Agreement, any Loan Document or any related agreement, document or order, or
shall be required to ascertain or to make any inquiry concerning the performance
or observance by the Borrower of any of the terms, conditions, covenants, or
agreements of this Agreement or any of the Loan Documents.

     (b) None of the Agents nor any of their respective directors, officers,
employees, administrative agents or Affiliates shall have any responsibility to
any Loan Party on account of the failure or delay in performance or breach by
any DIP Lender or by any Loan Party of any of its respective obligations under
this Agreement or any of the Loan Documents or in connection herewith or
therewith.


                                       76




     (c) Each of the Agents, in its capacity as an Agent hereunder, shall be
entitled to rely on any communication, instrument, or document reasonably
believed by such person to be genuine or correct and to have been signed or sent
by a person or persons believed by such person to be the proper person or
persons, and such person shall be entitled to rely on advice of legal counsel,
independent public accountants, and other professional advisers and experts
selected by such person.

     SECTION 8.06. Reimbursement and Indemnification. Each DIP Lender agrees (i)
to reimburse (x) each of the Agents for such DIP Lender's Commitment Percentage
of any expenses and fees incurred for the benefit of the DIP Lenders under this
Agreement and any of the Loan Documents, including, without limitation, counsel
fees and compensation of agents and employees paid for services rendered on
behalf of the DIP Lenders, and any other expense incurred in connection with the
operations or enforcement thereof not reimbursed by the Loan Parties and (y)
each of the Agents for such DIP Lender's Commitment Percentage of any expenses
of the Agents incurred for the benefit of the DIP Lenders that the Borrowers
have agreed to reimburse pursuant to Section 10.05 and have failed to so
reimburse and (ii) to indemnify and hold harmless each of the Agents and any of
its directors, officers, employees, administrative agents or Affiliates, on
demand, in the amount of its proportionate share, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against it or any of them in any way
relating to or arising out of this Agreement or any of the Loan Documents or any
action taken or omitted by it or any of them under this Agreement or any of the
Loan Documents to the extent not reimbursed by the Loan Parties (except such as
shall result from their respective gross negligence or willful misconduct).

     SECTION 8.07. Rights of Agents. It is understood and agreed that each of
the Agents shall have the same rights and powers hereunder (including the right
to give such instructions) as the other DIP Lenders and may exercise such rights
and powers, as well as its rights and powers under other agreements and
instruments to which it is or may be party, and engage in other transactions
with any Loan Party, as though it were not an Agent of the DIP Lenders under
Loan Documents.

     SECTION 8.08. Independent DIP Lenders. Each DIP Lender acknowledges that it
has decided to enter into this Agreement and the other Loan Documents and to
make the Loans hereunder based on its own analysis of the transactions
contemplated hereby and of the creditworthiness of the Loan Parties and agrees
that the Agents shall bear no responsibility therefor.

     SECTION 8.09. Notice of Transfer. Each of the Agents may deem and treat a
DIP Lender party to this Agreement and any other Loan Document as the owner of
such DIP Lender's portion of the Loans for all purposes, unless and until a
written notice of the


                                       77




assignment or transfer thereof executed by such DIP Lender shall have been
received by each of the Agents.

     SECTION 8.10. Successor Agents. Each Agent may resign at any time by giving
written notice thereof to the DIP Lenders and the Borrowers. Upon any such
resignation, the Required DIP Lenders shall have the right to appoint a
successor Agent, which shall be reasonably satisfactory to the Borrowers. If no
successor Agent shall have been so appointed by the Required DIP Lenders and
shall have accepted such appointment, within 30 days after the retiring Agent's
giving of notice of resignation, the retiring Agent may, on behalf of the DIP
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $100,000,000, which shall be
reasonably satisfactory to the Borrowers. Upon the acceptance of any appointment
as Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under this Agreement or any Loan Document. After any
retiring Agent's resignation hereunder as Agent, the provisions of this Article
8 shall inure (as applicable) to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under the Loan Documents.

                                    ARTICLE 9
                                    GUARANTY

     SECTION 9.01. Guaranty.

     (a) Each of the Guarantors unconditionally and irrevocably guarantees the
due and punctual payment and performance of the Guaranteed Obligations of such
Guarantor. Each of the Guarantors further agrees that the Obligations included
in such Guarantor's Guaranteed Obligations may be extended or renewed, in whole
or in part, without notice to or further assent from such Guarantor, and that
such Guarantor will remain bound upon this guaranty notwithstanding any
extension or renewal of any of such Obligations.

     (b) Each of the Guarantors waives presentation to, demand for payment from
and protest to any other Loan Party, and also waives notice of protest for
nonpayment. The obligations of each Guarantor hereunder shall not be affected by
(i) the failure of any Agent, any Fronting Bank or any DIP Lender to assert any
claim or demand or to enforce any right or remedy against any other Loan Party
under the provisions of any Loan Document or otherwise; (ii) any extension or
renewal of any provision thereof; (iii) any rescission, waiver, compromise,
acceleration, amendment or modification of any of the terms or provisions of any
Loan Document (except as and to the extent any of the


                                       78




foregoing explicitly related to the Obligations of such Guarantor, in which case
the Guaranty shall be modified accordingly); (iv) the release, exchange, waiver
or foreclosure of any security for any of the Obligations of any Loan Party
(except as and to the extent any of the foregoing explicitly related to the
Obligations of such Guarantor, in which case the Guaranty shall be modified
accordingly); (v) the failure of any Agent, the Fronting Bank or any DIP Lender
to exercise any right or remedy against any other Loan Party; (vi) the release
or substitution of any Loan Party; or (vii) any other event or condition which,
but for the provisions hereof, would constitute a legal or equitable discharge
of the obligations of such Guarantor hereunder.

     (c) Each of the Guarantors further agrees that this guaranty constitutes a
guaranty of performance and of payment when due of the Guaranteed Obligations of
such Guarantor and not just of collection, and waives any right to require that
any resort be had by any Agent, any Fronting Bank or any DIP Lender to any
security held for payment of such Guaranteed Obligations (or any other
Obligations) or to any balance of any deposit, account or credit on the books of
any Agent, any Fronting Bank or any DIP Lender in favor of any Loan Party or to
any other Person.

     (d) Each of the Guarantors hereby waives any defense that it might have
based on a failure to remain informed of the financial condition of any other
Loan Party and any circumstances affecting the ability of any other Loan Party
to perform under any Loan Document.

     (e) Each Guarantor's guaranty hereunder shall not be affected by the
genuineness, validity, regularity or enforceability of any of its Guaranteed
Obligations (or any other Obligations) or any other instrument evidencing any
Guaranteed Obligations (or any other Obligations), or by the existence,
validity, enforceability, perfection, or extent of any Collateral therefor or by
any other circumstance relating to its Guaranteed Obligations (or any other
Obligations) that might otherwise constitute a defense to this guaranty. No
Agent, Fronting Bank or DIP Lender makes any representation or warranty in
respect to any such circumstances.

     (f) Upon any of the Obligations becoming due and payable (by acceleration
or otherwise), the Agents, DIP Lenders and the Fronting Bank shall be entitled
to immediate payment of such Obligations by each of the Guarantors whose
Guaranteed Obligations include such Obligations, upon written demand by the
Administrative Agent, without further application to or order of the Bankruptcy
Court.

     SECTION 9.02. No Impairment of Guaranty. The obligations of each of the
Guarantors hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, other than repayment in full of the
Obligations to which such Guaranty relates, including, without limitation, any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense or set-off, counterclaim, recoupment or termination
whatsoever by reason of the invalidity,


                                       79




illegality or unenforceability of any of the Obligations that are included in
such Guarantor's Guaranteed Obligations or any other Obligations. Without
limiting the generality of the foregoing, the obligations of each of the
Guarantors hereunder shall not be discharged or impaired or otherwise affected
by the failure of any Agent, any Fronting Bank or any DIP Lender to assert any
claim or demand or to enforce any remedy under any Loan Document or any other
agreement or instrument, by any waiver or modification of any provision thereof,
by any default, failure or delay, willful or otherwise, in the performance of
any of the Obligations, or by any other act or thing or omission or delay to do
any other act or thing that may or might in any manner or to any extent vary the
risk of any of the Guarantors or would otherwise operate as a discharge of any
of the Guarantors as a matter of law, unless and until the Obligations that are
included in such Guarantor's Guaranteed Obligations are paid in full (in which
case they will be terminated) or in part (in which case they will be reduced by
the amount of such payment).

     SECTION 9.03. Subrogation. Upon payment by any Guarantor of any sums to any
Agent, any Fronting Bank or any DIP Lender hereunder, all rights of such
Guarantor against any other Loan Party arising as a result thereof by way of
right of subrogation or otherwise, shall in all respects be subordinate and
junior in right of payment to the prior final payment in full of all the
Obligations and the Permitted Inter-Group Debt of all the Loan Parties. If any
amount shall be paid to such Guarantor for the account of any other Loan Party,
such amount shall be held in trust for the benefit of the Agents, the Fronting
Banks and the DIP Lenders and shall forthwith be paid to the Administrative
Agent to be credited and applied to the relevant Obligations, whether matured or
unmatured. If (i) any Guarantor shall make payment to any Agent, Fronting Bank
or DIP Lender of all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash, (iii) the Termination Date shall have occurred
and (iv) all Letters of Credit shall have expired or been terminated, such
Agent, Fronting Bank or DIP Lender will, at such Guarantor's request and
expense, execute and deliver to such Guarantor appropriate documents necessary
to evidence the transfer by subrogation to such Guarantor of an interest in the
Guaranteed Obligations resulting from such payment made by such Guarantor
pursuant to this Guaranty.

     SECTION 9.04. Nature of Obligations of each Guarantor. The obligations of
each Joint and Several Guarantor hereunder are joint and several. The
obligations of each Several Guarantor hereunder are (i) joint and several as to
each other Several Guarantor which belongs to the same Several Borrower Group as
such Several Guarantor and (ii) several, and not joint, as to each other Loan
Party.


                                       80




                                   ARTICLE 10
                                  MISCELLANEOUS

     SECTION 10.01. Notices. Notices and other communications provided for
herein shall be in writing (including telegraphic, telex, facsimile or cable
communication) and shall be mailed, telegraphed, telexed, transmitted, cabled or
delivered to any Loan Party at One North Main Street, Coudersport, PA 16915,
Attention: Ron Stengel and Christopher Dunstan with copies to Cornelius T.
Finnegan III, Willkie Farr & Gallagher, 787 Seventh Avenue, New York, NY
10019-6099, to a DIP Lender at its address shown on the records of the
Administrative Agent or the Administrative Agent, JPMorgan Chase Bank, 270 Park
Avenue, New York, NY 10017, Attention: Gloria Javier, to the Collateral Agent,
Citicorp USA, Inc., 388 Greenwich Street, New York, NY, 10013,, Attention: Hien
Nugent, to the Syndication Agent, Citicorp USA, Inc., 388 Greenwich Street, New
York, NY, 10013, Attention: Michael Schadt, to the Joint Bookrunners and Co-Lead
Arrangers, J.P. Morgan Securities Inc., 270 Park Avenue, New York, NY 10017,
Attention: Gloria Javier, and Salomon Smith Barney Inc., 390 Greenwich Street,
New York, NY, 10013, Attention: Caesar W. Wyszomirski, and to counsel to the
Administrative Agent, Tiziana M. Tabucchi, Davis Polk & Wardwell, 450 Lexington
Avenue, New York, NY 10017, or such other address as such party may from time to
time designate by giving written notice to the other parties hereunder. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the fifth
Business Day after the date when sent by registered or certified mail, postage
prepaid, return receipt requested, if by mail; or when delivered to the
telegraph company, charges prepaid, if by telegram; or when receipt is
acknowledged, if by any telegraphic communications or facsimile equipment of the
sender, in each case addressed to such party as provided in this Section 10.01
or in accordance with the latest unrevoked written direction from such party;
provided, however, that in the case of notices to the Administrative Agent
notices pursuant to the preceding sentence with respect to change of address and
pursuant to Article 2 shall be effective only when received by the
Administrative Agent.

     SECTION 10.02. Survival of Agreement, Representations and Warranties, etc.
All warranties, representations and covenants made by any Loan Party herein or
in any certificate or other instrument delivered by it or on its behalf in
connection with this Agreement shall be considered to have been relied upon by
the DIP Lenders and shall survive the making of the Loans herein contemplated
regardless of any investigation made by any DIP Lender or on its behalf and
shall continue in full force and effect so long as any amount due or to become
due hereunder is outstanding and unpaid and so long as the Commitments have not
been terminated. All statements in any such certificate or other instrument
shall constitute representations and warranties by the Loan Parties hereunder
with respect to the Loan Parties.

     SECTION 10.03. Successors and Assigns.


                                       81




     (a) This Agreement shall be binding upon and inure to the benefit of the
Loan Parties, the Agents and the DIP Lenders and their respective successors and
assigns. No Loan Party may assign or transfer any of its rights or obligations
hereunder without the prior written consent of all of the DIP Lenders. Each DIP
Lender may sell participations to any Person in all or part of any Loan, or all
or part of its Commitment, in which event, without limiting the foregoing, the
provisions of Section 2.14 shall inure to the benefit of each purchaser of a
participation (provided that such participant shall look solely to the seller of
such participation for such benefits and the Loan Parties' liability, if any,
under Sections 2.14 and 2.17 shall not be increased as a result of the sale of
any such participation) and the pro rata treatment of payments, as described in
Section 2.16, shall be determined as if such DIP Lender had not sold such
participation. In the event any DIP Lender shall sell any participation, such
DIP Lender shall retain the sole right and responsibility to enforce the
obligations of each Loan Party relating to the Loans, including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement (provided that such DIP Lender may grant its
participant the right to consent to such DIP Lender's execution of amendments,
modifications or waivers that (i) reduce any Fees payable hereunder to the DIP
Lenders, (ii) reduce the amount of any scheduled principal payment on any Loan
or reduce the principal amount of any Loan or the rate of interest payable
hereunder or (iii) extend the maturity of any Loan Party's obligations
hereunder). The sale of any such participation shall not alter the rights and
obligations of the DIP Lender selling such participation hereunder with respect
to the Loan Parties.

     (b) Each DIP Lender may assign to one or more DIP Lenders or Eligible
Assignees all or a portion of its interests, rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment and
the same portion of the related Loans at the time owing to it), provided,
however, that (i) other than in the case of an assignment to a DIP Lender
Affiliate of the assignor DIP Lender or to another DIP Lender, the
Administrative Agent and the Fronting Bank must give their respective prior
written consent to such assignment, which consent will not be unreasonably
withheld, (ii) the aggregate amount of the Commitment of the assigning DIP
Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall, unless otherwise agreed to in writing by the
Administrative Agent, in no event be less than $1,000,000 or the remaining
portion of such DIP Lender's Commitment, if less and (iii) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register (as defined below), an Assignment and
Acceptance with blanks appropriately completed, together with a processing and
recordation fee of $3,500 (for which no Loan Party shall have any liability).
Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be within ten Business Days after the execution thereof (unless otherwise
agreed to in writing by the Administrative Agent), (A) the assignee thereunder
shall be a party hereto and, to the extent provided in such Assignment and
Acceptance, have the rights and


                                       82




obligations of a DIP Lender hereunder and (B) the DIP Lender thereunder shall,
to the extent provided in such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning DIP Lender's
rights and obligations under this Agreement, such DIP Lender shall cease to be a
party hereto).

     (c) By executing and delivering an Assignment and Acceptance, the DIP
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim, such DIP
Lender assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or any of the other Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Agreement or any of the other Loan Documents; (ii) such DIP
Lender assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Loan Party or the
performance or observance by any Loan Party of any of its obligations under this
Agreement or any of the other Loan Documents or any other instrument or document
furnished pursuant hereto, (iii) such assignee confirms that it has received a
copy of this Agreement and the other Loan Documents; (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such DIP
Lender assignor or any other DIP Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee appoints and authorizes the Administrative Agent to take such action as
Administrative Agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent by the terms thereto,
together with such powers as are reasonably incidental hereof; and (vi) such
assignee agrees that it will perform in accordance with their terms all
obligations that by the terms of this Agreement are required to be performed by
it as a DIP Lender.

     (d) The Administrative Agent shall maintain at its office a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the DIP Lenders and the Commitments of, and principal
amount of the Loans owing to, each DIP Lender from time to time (the
"Register"). The entries in the Register shall be conclusive, in the absence of
manifest error, and the Loan Parties, the Administrative Agent and the DIP
Lenders shall treat each Person the name of which is recorded in the Register as
a DIP Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by any Loan Party or any DIP Lender at any reasonable
time and from time to time upon reasonable prior notice.

     (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning DIP Lender and the assignee thereunder together with the fee payable
in respect thereto, the Administrative Agent shall, if such Assignment and
Acceptance has


                                       83




been completed with blanks appropriately filled and consented to by the
Administrative Agent and the Fronting Bank (to the extent such consent is
required hereunder), (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt written
notice thereof to the Borrowers (together with a copy thereof). No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

     (f) Any DIP Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 10.03, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to any Loan Party furnished to such DIP Lender by or on
behalf of any Loan Party; provided that prior to any such disclosure, each such
assignee or participant or proposed assignee or participant shall agree in
writing to be bound by the provisions of Section 10.04.

     (g) Each Loan Party hereby agrees to actively assist and cooperate with the
Administrative Agent in the Administrative Agent's efforts to sell
participations herein (as described in Section 10.03(a)) and assign to one or
more DIP Lenders or Eligible Assignees a portion of its interests, rights and
obligations under this Agreement (as set forth in Section 10.03(b)).

     SECTION 10.04. Confidentiality. No Agent or DIP Lender shall use the
Confidential Information in violation of any applicable law. Notwithstanding the
foregoing, nothing herein shall prevent any Agent or any DIP Lender from
disclosing such information (a) to any officer, director, employee, agent, or
advisor of such Agent or any of its Affiliates, or such DIP Lender or any of its
Affiliates, to the extent such disclosure is necessary to permit such officer,
director, employee, agent, or advisor to fulfill their duties with respect to
the Obligations, (b) as required by any applicable law or any subpoena or
similar process, (c) upon the order of any Governmental Authority, (d) upon the
request or demand of any Governmental Authority having jurisdiction over such
Agent or such DIP Lender, (e) that is or becomes available to the public or that
is or becomes available to such Agent or DIP Lender as a result of a disclosure
by a Person not otherwise bound by this Agreement, (f) in connection with any
litigation to which such Agent or any of its Affiliates, or such DIP Lender or
any of its Affiliates may be a party, (g) in connection with the exercise of any
remedy under the Loan Documents, (h) to any actual or proposed assignee, so long
as such proposed assignee executes a confidentiality agreement, (i) any direct
or indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Loan
Parties; (j) with the consent of the Loan Parties; (k) to the extent such
Confidential Information (i) becomes publicly available other than as a result
of a failure to comply with this Section 10.04 or (ii) becomes available to any
Agent or any DIP Lender on a nonconfidential basis from a source other than a
Loan Party; or (l) to the National Association of Insurance Commissioners or any
other similar organization or any


                                       84




nationally recognized rating agency that requires access to information about a
DIP Lender's or its Affiliates' investment portfolio in connection with ratings
issued with respect to such DIP Lender or its Affiliates.

     SECTION 10.05. Expenses. Whether or not the transactions hereby
contemplated shall be consummated, the Loan Parties agree to pay all expenses
incurred by the Agents (including but not limited to the reasonable fees and
disbursements of Davis Polk & Wardwell, special counsel for the Co-Lead
Arrangers, any other counsel that the Co-Lead Arrangers shall retain and any
internal or third-party appraisers, consultants and auditors advising any Agent
and its counsel) in connection with the preparation, execution, delivery and
administration of this Agreement and the other Loan Documents, the making of the
Loans and the issuance of the Letters of Credit, the perfection of the Liens
contemplated hereby, the syndication of the transactions contemplated hereby,
the costs, fees and expenses of the Administrative Agent and the Collateral
Agent in connection with its periodic field audits, monitoring of assets
(including reasonable and customary internal collateral monitoring fees) and
publicity expenses, and, following the occurrence of an Event of Default, all
expenses incurred by the DIP Lenders, the Fronting Banks and the Agents in the
enforcement or protection of their respective rights in connection with this
Agreement or the other Loan Documents, including but not limited to the
reasonable fees and disbursements of any counsel for the DIP Lenders, the
Fronting Banks and the Agents. Such payments shall be made on the date of the
Interim Order and thereafter on demand upon delivery of a statement setting
forth such costs and expenses. The obligations of the Loan Parties under this
Section 10.05 shall survive any termination of this Agreement.

     SECTION 10.06. Indemnity. Each Loan Party agrees to indemnify and hold
harmless each Agent, Fronting Bank and the DIP Lenders and their respective
directors, officers, employees, agents and Affiliates (each an "Indemnified
Party") from and against any and all expenses, losses, claims, damages and
liabilities incurred by such Indemnified Party arising out of claims made by any
Person in any way relating to the transactions contemplated hereby, but
excluding therefrom all expenses, losses, claims, damages, and liabilities to
the extent that they are determined by the final judgment of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnified Party. The Loan Parties' obligations under this
Section 10.06 shall survive any termination of this Agreement.

     SECTION 10.07. CHOICE OF LAW. THIS AGREEMENT 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.


                                       85




     SECTION 10.08. No Waiver. No failure on the part of the Administrative
Agent or any of the DIP Lenders to exercise, and no delay in exercising, any
right, power or remedy hereunder or any of the other Loan Documents shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law.

     SECTION 10.09. Extension of Maturity. Should any payment of principal of or
interest or any other amount due hereunder become due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, in the case of principal, interest shall be payable
thereon at the rate herein specified during such extension.

     SECTION 10.10. Amendments, etc.

     (a) No modification, amendment or waiver of any provision of this Agreement
or the Security and Pledge Agreement and no consent to any departure by any Loan
Party therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Loan Parties and the Required DIP Lenders, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given; provided, however, that (1) no such modification or
amendment shall, without the written consent of the DIP Lender affected thereby
(x) increase the Commitment of a DIP Lender, or (y) reduce the principal amount
of any Loan or any Reimbursement Obligation or the rate of interest payable
thereon, or extend any date for the payment of interest hereunder or reduce any
Fees payable hereunder or extend the final maturity of any Borrower's
obligations hereunder; (2) any waiver of compliance with the reporting
requirements set forth in Section 5.01(k), 5.01(l), 5.01(m), 5.01(n) and 5.01(o)
or any Event of Default arising solely from non-compliance therewith shall be
binding on all the DIP Lenders if consented to by the Co-Lead Arrangers, (3) no
such modification or amendment shall, without the written consent of (A) all of
the DIP Lenders (i) amend or modify any provision of this Agreement that
provides for the unanimous consent or approval of the DIP Lenders, (i) change
the percentage set forth in the definition of Required DIP Lenders or
Super-Majority DIP Lenders or any other provision of any Loan Document
specifying the number or percentage of DIP Lenders required to take any action
thereunder or (ii) amend or modify the Superpriority Claim status of the DIP
Lenders contemplated by Section 2.22 or the rank of the Liens for the benefit of
the Agents, the Fronting Banks and the DIP Lenders contemplated thereby, (B) the
Super-Majority DIP Lenders (as hereinafter defined), release all or
substantially all of the Collateral or all or substantially all of the
Guarantors, or (C) all of the Initial DIP Lenders, change any provision set
forth in the definition of Initial Majority DIP Lenders and (4) no such
modification or amendment shall, without the written consent of the Initial
Majority DIP Lenders, modify, amend or waive any provision that expressly
requires the consent or approval of the Initial Majority DIP Lenders so as to
amend,


                                       86




modify or waive the requirement of such consent or approval. No such amendment
or modification may adversely affect the rights and obligations of any Agent or
any Fronting Bank hereunder without its prior written consent. Each assignee
under Section 10.03(b) shall be bound by any amendment, modification, waiver, or
consent authorized as provided herein, and any consent by a DIP Lender shall
bind any Person subsequently acquiring an interest on the Loans held by such DIP
Lender.

     (b) Notwithstanding anything to the contrary contained in Section 10.10(a),
in the event that the Borrowers request that this Agreement be modified or
amended in a manner that would require the unanimous consent of all of the DIP
Lenders (or the consent described in clause (B) of the first sentence of Section
10.10(a)) and such modification or amendment is agreed to by the Super-Majority
DIP Lenders (as hereinafter defined), then with the consent of the Borrowers and
the Super-Majority DIP Lenders, the Borrowers and the Super-Majority DIP Lenders
shall be permitted to amend the Agreement without the consent of the DIP Lender
or DIP Lenders that did not agree to the modification or amendment requested by
the Borrowers (such DIP Lender or DIP Lenders, collectively the "Minority DIP
Lenders") to provide for (w) the termination of the Commitment of each of the
Minority DIP Lenders, (x) the addition to this Agreement of one or more other
financial institutions (each of which shall be an Eligible Assignee), or an
increase in the Commitment of one or more of the Super-Majority DIP Lenders
(with the written consent thereof), so that the Total Commitment after giving
effect to such amendment shall be in the same amount as the Total Commitment
immediately before giving effect to such amendment, (y) if any Loans are
outstanding at the time of such amendment, the making of such additional Loans
by such new financial institutions or Super-Majority DIP Lender or DIP Lenders,
as the case may be, as may be necessary to repay in full the outstanding Loans
of the Minority DIP Lenders immediately before giving effect to such amendment
and (z) such other modifications to this Agreement as may be appropriate. As
used herein, the term "Super-Majority DIP Lenders" shall mean, at any time, DIP
Lenders holding Loans representing at least 66-2/3% of the aggregate principal
amount of the Loans outstanding, or if no Loans are outstanding, DIP Lenders
having Commitments representing at least 66-2/3% of the Total Commitment.

     (c) Prior to the later of (i) 45 days after the Interim Order is entered
and (ii) the date on which the Final Order is entered, the Co-Lead Arrangers,
JPMCB and CUSA shall be entitled, after consultation with the Parent and the
Borrowers and disclosure to the Bankruptcy Court, to change the amount of the
Total Commitment (other than increase the Total Commitments to an amount in
excess of $1,500,000,000), the pricing, structure (including without limitation
collateral and guarantee arrangements) or terms of this Agreement and the other
Loan Documents if they determine that such changes are necessary or advisable in
order to ensure the completion of the syndication of the credit facility
hereunder in a manner satisfactory to them. Each Loan Party agrees that it shall
enter into any amendments or modifications of any Loan Document, or any
additional documents, as may be necessary or desirable in order to effect the
foregoing changes.


                                       87




     (d) Without limiting the provisions of subsection (c), and for the purposes
set forth therein the Co-Lead Arrangers, JPMCB and CUSA shall be entitled, after
consultation with the Parent and the Borrowers, to designate a portion of the
Loans outstanding hereunder as a separate tranche of term loans (which shall
rank pari passu in all respects with the Loans and have the benefit of all the
collateral and guarantees contemplated hereby), which tranche of loans shall
continue to be "Loans" hereunder (and which Loans shall have a final maturity
date that is no later than the Maturity Date), and each Loan Party agrees that
it shall enter into any amendments or modification of any Loan Documents as may
be necessary or desirable to effect such tranching.

     SECTION 10.11. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     SECTION 10.12. Headings. Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration in
interpreting this Agreement.

     SECTION 10.13. Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall constitute an original, but all
of which taken together shall constitute one and the same instrument.

     SECTION 10.14. Further Assurances. Whenever and so often as reasonably
requested by the Administrative Agent or the Collateral Agent, each Loan Party
will promptly execute and deliver or cause to be executed and delivered all such
other and further instruments, documents or assurances, and promptly do or cause
to be done all such other and further things as may be necessary and reasonably
required in order to further and more fully vest in the Administrative Agent and
the Collateral Agent all rights, interests, powers, benefits, privileges and
advantages conferred or intended to be conferred by this Agreement and the other
Loan Documents.

     SECTION 10.15. Prior Agreements. This Agreement, the other Loan Documents
and the Orders represent the entire agreement of the parties with regard to the
subject matter hereof and thereof. The terms of any letters and other
documentation entered into between any Loan Party and any DIP Lender or any
Agent prior to the execution of this Agreement which relate to any Loans to be
made hereunder shall be replaced by the terms of this Agreement, the other Loan
Documents and the Orders except for: (i) that certain letter dated June 25, 2002
among each of certain Loan Parties, JPMCB, CUSA, JPMSI and SSB, (ii) the
Engagement Letter dated as of June 19, 2002 among each of certain Loan Parties,
JPMCB, CUSA, JPMSI and SSB.


                                       88




     SECTION 10.16. WAIVER OF JURY TRIAL. EACH LOAN PARTY, EACH AGENT, EACH
FRONTING BANK AND EACH DIP LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.


                                       89




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and the year first written above.


                                        BORROWERS:

                                        UCA LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Title:


                                        CENTURY CABLE HOLDINGS, LLC

                                        By: Century Cable Holding Corp.,
                                            its sole member

                                        By:
                                            ------------------------------
                                            Title:


                                        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:
                                            ------------------------------
                                            Title:






                                        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:
                                            ------------------------------
                                            Title:






                                        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:
                                            ------------------------------
                                            Title:




                                        FRONTIERVISION OPERATING PARTNERS, L.P.

                                        By: FrontierVision Holdings, L.P., its
                                            general partner
                                        By: FontierVision Partners, L.P., its
                                            general partner
                                        By: Adelphia GP Holdings, LLC, its
                                            general partner
                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Title:


                                        ACC INVESTMENT HOLDINGS, INC.

                                        By:
                                            ------------------------------
                                            Title:






                                        ADMINISTRATIVE AGENT:

                                        JPMORGAN CHASE BANK,
                                          as Administrative Agent

                                        By:
                                            ------------------------------
                                            Title:

                                            270 Park Avenue
                                            New York, NY 10017


                                        SYNDICATION AGENT:

                                        CITICORP USA, INC.,
                                           as Syndication Agent

                                        By:
                                            ------------------------------
                                            Title:


                                        JOINT BOOKRUNNERS AND CO-LEAD
                                        ARRANGERS:

                                        J.P. MORGAN SECURITIES INC.

                                        By:
                                            ------------------------------
                                            Title:


                                        SALOMON SMITH BARNEY INC.

                                        By:
                                            ------------------------------
                                            Title:






                                        COLLATERAL AGENT:

                                        CITICORP USA, INC.

                                        By:
                                            ------------------------------
                                            Title:


                                        JPMORGAN CHASE BANK

                                        By:
                                            ------------------------------
                                            Title:

                                            270 Park Avenue
                                            New York, NY 10017


                                        CITICORP USA, INC.

                                        By:
                                            ------------------------------
                                            Title:






                                        CO-SYNDICATION AGENT:

                                        WACHOVIA BANK, N.A.

                                        By:
                                            ------------------------------
                                            Title:






                                        CO-DOCUMENTATION AGENTS:

                                        THE BANK OF NOVA SCOTIA

                                        By:
                                            ------------------------------
                                            Title: Managing Director






                                        FLEET NATIONAL BANK

                                        By:
                                            ------------------------------
                                            Title:






                                        BANK OF AMERICA, N.A.

                                        By:
                                            ------------------------------
                                            Title:






                                        GENERAL ELECTRIC
                                          CAPITAL CORPORATION

                                        By:
                                            ------------------------------
                                            Title:






                                        GUARANTORS:

                                        ACC CABLE COMMUNICATIONS FL-VA, LLC

                                        By: ACC Cable Holdings VA, Inc., its
                                            sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ACC CABLE HOLDINGS VA, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ACC HOLDINGS II, LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ACC OPERATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        ACC TELECOMMUNICATIONS HOLDINGS LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ACC TELECOMMUNICATIONS LLC

                                        By: ACC Telecommunications Holdings LLC,
                                            its sole member
                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ACC TELECOMMUNICATIONS OF VIRGINIA LLC

                                        By: ACC Telecommunications Holdings LLC,
                                            its sole member
                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ACC-AMN HOLDINGS, LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        ADELPHIA ACQUISITION SUBSIDIARY, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA ARIZONA, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA BLAIRSVILLE, LLC

                                        By: Century Communications Corporation,
                                            its sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:






                                        ADELPHIA CABLEVISION ASSOCIATES, L.P.

                                        By: Chelsea Communications, Inc., its
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF BOCA RATON, LLC

                                        By: Adelphia Cablevision Corp., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF FONTANA, LLC

                                        By: Clear Cablevision, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        ADELPHIA CABLEVISION OF INLAND
                                        EMPIRE, LLC

                                        By: Clear Cablevision, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF THE
                                        KENNEBUNKS, LLC

                                        By: Olympus Communications, L.P., its
                                            sole member
                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION, LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF NEW YORK, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF ORANGE
                                        COUNTY II, LLC

                                        By: Mickelson Media, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        ADELPHIA CABLEVISION OF SAN
                                        BERNARDINO, LLC

                                        By: Clear Cablevision, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF SANTA ANA, LLC

                                        By: UCA LLC, its sole member
                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF SEAL BEACH, LLC

                                        By: Manchester Cablevision, Inc., its
                                            sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF SIMI VALLEY, LLC

                                        By: UCA LLC, its sole member
                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF WEST PALM
                                        BEACH III, LLC






                                        By: Century New Mexico Cable Television
                                            Corp., its sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF WEST PALM
                                        BEACH IV, LLC

                                        By: Sentinel Communications of Muncie,
                                            Indiana, Inc., its sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CABLEVISION OF WEST PALM
                                        BEACH V, LLC

                                        By: Huntington CATV, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CALIFORNIA CABLEVISION, LLC

                                        By: Olympus Communications, L.P., its
                                            sole member
                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA CLEVELAND, LLC

                                        By: Adelphia of the Midwest, Inc., its
                                            sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA COMMUNICATIONS CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA COMMUNICATIONS OF
                                        CALIFORNIA, LLC

                                        By: Adelphia Cablevision Corp., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        ADELPHIA COMMUNICATIONS OF
                                        CALIFORNIA II, LLC

                                        By: Adelphia Cablevision Corp., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA COMMUNICATIONS
                                        INTERNATIONAL, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA COMPANY OF WESTERN CONNECTICUT

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        ADELPHIA GENERAL HOLDINGS III, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA GP HOLDINGS, LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA HARBOR CENTER HOLDINGS, LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA INTERNATIONAL II, LLC

                                        By: ACC Operations, Inc., its member
                                        By: Adelphia Communications
                                            International, Inc., its member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA INTERNATIONAL III, LLC

                                        By: ACC Operations, Inc., its member
                                        By: Adelphia Communications
                                            International, Inc., its member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA OF THE MIDWEST, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        ADELPHIA MOBILE PHONES, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA PRESTIGE CABLEVISION, LLC

                                        By: Century Cable Holdings, LLC, its
                                            sole member
                                        By: Century Cable Holding Corp., its
                                            sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA TELECOMMUNICATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        ADELPHIA TELECOMMUNICATIONS OF
                                        FLORIDA, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA WELLSVILLE, LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ADELPHIA WESTERN NEW YORK HOLDINGS, LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        ARAHOVA COMMUNICATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        BADGER HOLDING CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        BETTER TV, INC. OF BENNINGTON

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        BLACKSBURG/SALEM CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        BRAZAS COMMUNICATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        BUENAVISION TELECOMMUNICATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CABLE SENTRY CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CCC-III, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CCC-INDIANA, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:





                                        CCH INDIANA, L.P.

                                        By: CCC-Indiana, Inc., its general
                                            partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CDA CABLE, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY ADVERTISING, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY ALABAMA CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY ALABAMA HOLDING CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CENTURY AUSTRALIA COMMUNICATIONS CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY BERKSHIRE CABLE CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY CABLE HOLDING CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY CABLE MANAGEMENT CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY CABLE OF SOUTHERN CALIFORNIA

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CENTURY CABLEVISION HOLDINGS, LLC

                                        By: Olympus Communications, L.P., its
                                            sole member
                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY CAROLINA CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY COLORADO SPRINGS CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY COLORADO SPRINGS PARTNERSHIP

                                        By: Paragon Cable Television Inc., a
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY COMMUNICATIONS CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CENTURY CULLMAN CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY ENTERPRISE CABLE CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY EXCHANGE, LLC

                                        By: Century Cable Holding Corp., its
                                            sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY FEDERAL, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY GRANITE CABLE TELEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CENTURY HUNTINGTON COMPANY

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY INDIANA CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY ISLAND ASSOCIATES, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY ISLAND CABLE TELEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY INVESTMENT HOLDING CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CENTURY INVESTORS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY KANSAS CABLE TELEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY LYKENS CABLE CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY MENDOCINO CABLE TELEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY MISSISSIPPI CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CENTURY MOUNTAIN CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY NEW MEXICO CABLE
                                        TELEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY NORWICH CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY OHIO CABLE TELEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY OREGON CABLE CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CENTURY PACIFIC CABLE TV, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY PROGRAMMING, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY REALTY CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY SHASTA CABLE TELEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY SOUTHWEST COLORADO CABLE
                                        TELEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CENTURY-TCI CALIFORNIA
                                        COMMUNICATIONS, L.P.

                                        By: Century Exchange LLC, its general
                                            partner
                                        By: Century Cable Holding Corp., its
                                            sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY TELECOMMUNICATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY TRINIDAD CABLE TELEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CENTURY VIRGINIA CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY VOICE AND DATA
                                        COMMUNICATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY WARRICK CABLE CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY WASHINGTON CABLE
                                        TELEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CENTURY WYOMING CABLE TELEVISION CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        CHELSEA COMMUNICATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CHESTNUT STREET SERVICES, LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CLEAR CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        CORAL SECURITY, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        COWLITZ CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        E. & E. CABLE SERVICE, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        EASTERN VIRGINIA CABLEVISION
                                        HOLDINGS, LLC

                                        By: Eastern Virginia Cablevision, L.P.,
                                            its sole member
                                        By: TMC Holdings Corporation, its
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        EASTERN VIRGINIA CABLEVISION, L.P.

                                        By: TMC Holdings Corporation, its
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:






                                        FAE CABLE MANAGEMENT CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        FOP INDIANA, L.P.

                                        By: FrontierVision Cable New England,
                                            Inc., its general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        FRONTIERVISION CABLE NEW ENGLAND, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        FRONTIERVISION CAPITAL CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        FRONTIERVISION HOLDINGS CAPITAL
                                        CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        FRONTIERVISION HOLDINGS CAPITAL II
                                        CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        FT. MYERS ACQUISITION LIMITED
                                        PARTNERSHIP

                                        By: Olympus Communications, L.P., its
                                            general partner
                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        FRONTIERVISION PARTNERS, L.P.

                                        By: Adelphia GP Holdings, LLC, its
                                            general partner
                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:






                                        GLOBAL CABLEVISION II, LLC

                                        By: Olympus Communications, L.P., its
                                            sole member
                                        By: ACC Operations, Inc., its managing
                                            partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        THE GOLF CLUB AT WENDING CREEK
                                        FARMS, LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        GRAFTON CABLE COMPANY

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        HARRON CABLEVISION OF NEW
                                        HAMPSHIRE, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        HUNTINGTON CATV, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        IMPERIAL VALLEY CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        KALAMAZOO COUNTY CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        KOOTENAI CABLE, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        LAKE CHAMPLAIN CABLE TELEVISION
                                        CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        LEADERSHIP ACQUISITION LIMITED
                                        PARTNERSHIP

                                        By: Olympus Communications, L.P., its
                                            general partner
                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        LOUISA CABLEVISION, INC.






                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MANCHESTER CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MARTHA'S VINEYARD CABLEVISION, L.P.

                                        By: Century Cable Holdings, LLC, its
                                            general partner
                                        By: Century Cable Holding Corp., its
                                            sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MERCURY COMMUNICATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MICKELSON MEDIA, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MICKELSON MEDIA OF FLORIDA, INC.






                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MONUMENT COLORADO CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MOUNTAIN CABLE COMMUNICATIONS
                                        CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MOUNTAIN CABLE COMPANY, L.P.

                                        By: Pericles Communications Corporation,
                                            its managing general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MONTGOMERY CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MT. LEBANON CABLEVISION, INC.






                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        MULTI-CHANNEL T.V. CABLE COMPANY

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        NATIONAL CABLE ACQUISITION
                                        ASSOCIATES, L.P.

                                        By: Olympus Communications, L.P., its
                                            general partner
                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        OLYMPUS CAPITAL CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C.

                                        By: Olympus Communications, L.P., its
                                            sole member
                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        OLYMPUS COMMUNICATIONS, L.P.

                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        OLYMPUS SUBSIDIARY, LLC

                                        By: Olympus Communications, L.P., its
                                            sole member
                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        OWENSBORO-BRUNSWICK, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        OWENSBORO INDIANA, L.P.

                                        By: Century Granite Cable Television
                                            Corp., its general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        OWENSBORO ON THE AIR, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        PAGE TIME, INC

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        PARAGON CABLE TELEVISION INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        PARAGON CABLEVISION CONSTRUCTION
                                        CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        PARAGON CABLEVISION MANAGEMENT
                                        CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        PARNASSOS COMMUNICATIONS, L.P.

                                        By: Adelphia Western New York Holdings,
                                            LLC, its general partner
                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:






                                        PERICLES COMMUNICATIONS CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        PULLMAN TV CABLE CO., INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        RENTAVISION OF BRUNSWICK, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        RICHMOND CABLE TELEVISION CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        RIGPAL COMMUNICATIONS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        SABRES, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        SCRANTON CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        SENTINEL COMMUNICATIONS OF MUNCIE,
                                        INDIANA, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        SOUTHEAST FLORIDA CABLE, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        SOUTHWEST COLORADO CABLE, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        SOUTHWEST VIRGINIA CABLE, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        S/T CABLE CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        STAR CABLE INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        SVHH CABLE ACQUISITION, L.P.

                                        By: SVHH Holdings, LLC, its general
                                            partner
                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        SVHH HOLDINGS, LLC

                                        By: ACC Operations, Inc., its sole
                                            member


                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        TELESTAT ACQUISITION LIMITED PARTNERSHIP

                                        By: Olympus Communications, L.P., its
                                            general partner
                                        By: ACC Operations, Inc., its managing
                                            general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        THE MAIN INTERNETWORKS, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        THE WESTOVER T.V. CABLE CO.,
                                        INCORPORATED

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        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:
                                            ------------------------------
                                            Name:
                                            Title:


                                        TMC HOLDINGS CORPORATION

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        TMC HOLDINGS, LLC

                                        By: TMC Holdings Corporation, its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        TRI-STATES, L.L.C.

                                        By: Century Cable Holdings, LLC, its
                                            sole member
                                        By: Century Cable Holding Corp., its
                                            sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        UCA LLC

                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        U.S. TELE-MEDIA INVESTMENT COMPANY

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        UPPER ST. CLAIR CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        VALLEY VIDEO, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        VAN BUREN COUNTY CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        WARRICK CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        WARRICK INDIANA, L.P.

                                        By: CCC-III, Inc., its general partner

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        WELLSVILLE CABLEVISION, L.L.C.

                                        By: Century Cable Holdings, LLC, its
                                            sole member
                                        By: Century Cable Holding Corp., its
                                            sole member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        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:
                                            ------------------------------
                                            Name:
                                            Title:






                                        WESTERN NY CABLEVISION, L.P.

                                        By: Adelphia Western New York Holdings,
                                            LLC, its general partner
                                        By: ACC Operations, Inc., its sole
                                            member

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                                        WESTVIEW SECURITY, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        WILDERNESS CABLE COMPANY

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        YOUNG'S CABLE TV CORP.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title:


                                        YUMA CABLEVISION, INC.

                                        By:
                                            ------------------------------
                                            Name:
                                            Title: