8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 11, 2005

OLYMPUS COMMUNICATIONS, L.P.
OLYMPUS CAPITAL CORPORATION
FRONTIERVISION OPERATING PARTNERS, L.P.
FRONTIERVISION CAPITAL CORPORATION
FRONTIERVISION HOLDINGS, L.P.
FRONTIERVISION HOLDINGS CAPITAL CORPORATION
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
ARAHOVA COMMUNICATIONS, INC.
(Exact name of registrants as specified in their respective charters)

Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware	333-19327 333-19327-01 333-9535 333-9535-01 333-36519 333-36519-01 333-75567-01 0-16899	25-1622615 23-2868925 84-1316775 84-1353734 84-1432334 84-1432976 84-1481765 25-1844576
(State or other jurisdiction of incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

5619 DTC Parkway—Greenwood Village, CO 80111
(Address of principal executive offices) (Zip Code)

Registrants' telephone number, including area code (303) 268-6300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

        On March 9, 2005, Adelphia Communications Corporation (the "Company"), the ultimate parent company of each of the registrants, entered into Amendment No. 3 of Amended and Restated Commitment Letter (the "Commitment Letter Amendment") and Amendment No. 4 of Amended and Restated Fee Letter (the "Fee Letter Amendment" and, together with the Commitment Letter Amendment, the "Exit Commitment Amendments") with JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Credit Suisse First Boston, acting through its Cayman Islands Branch, Citicorp North America, Inc., Citigroup Global Markets Inc., Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. (collectively, the "Exit Lenders"), relating to the Company's $8.8 billion exit financing commitment (the "Exit Financing Commitment"). The Exit Commitment Amendments will not become effective unless and until they are approved by the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On March 11, 2005, the Company and its affiliated debtors, including the registrants, filed a motion with the Bankruptcy Court seeking approval of the Exit Commitment Amendments. A hearing on such motion is currently scheduled for April 8, 2005.

        Pursuant to the terms of the Commitment Letter Amendment, among other things, the commitment of the Exit Lenders in respect of the Exit Financing Commitment will be extended from June 30, 2005 until no later than December 31, 2005, unless the reorganization plan of the Company and its affiliated debtors, including the registrants, is confirmed by the Bankruptcy Court on or before December 31, 2005, in which case the Company may request that the expiration date in respect of the commitment of the Exit Lenders be extended for a period of up to 180 days.

        Under the terms of the Exit Financing Commitment (prior to giving effect to the terms of the Exit Commitment Amendments), certain commitment fees accrue with respect to the $5.5 billion commitment of the Exit Lenders in respect of the senior secured credit facilities contemplated thereby (the "Bank Facilities") and the $3.3 billion commitment of the Exit Lenders in respect of the senior unsecured bridge facility contemplated thereby. Under the terms of the Exit Financing Commitment (prior to giving effect to the terms of the Exit Commitment Amendments), such commitment fees will not become payable by the Company until the earlier to occur of (i) the closing date of the exit financing facilities contemplated by the Exit Financing Commitment and (ii) the date that all of the commitments of the Exit Lenders under the Exit Financing Commitment (prior to giving effect to the terms of the Exit Commitment Amendments) are terminated or expire pursuant to the terms thereof. Under the terms of the Fee Letter Amendment, the Company has agreed to pay, on June 30, 2005, the date on which the commitment of the Exit Lenders under the Exit Financing Commitment (prior to giving effect to the terms of the Exit Commitment Amendments) is scheduled to expire, the accrued and unpaid commitment fees in respect of the Bank Facilities and the Bridge Facility (such accrued and unpaid commitment fees in respect of such facilities are estimated to be approximately $53.0 million in the aggregate as of June 30, 2005). From and after June 30, 2005, the commitment fees in respect of the Bank Facilities and the Bridge Facility will continue to accrue on the terms set forth in the Exit Financing Commitment (after giving effect to the terms of the Exit Commitment Amendments).

        The foregoing summary of certain material terms of the Commitment Letter Amendment is qualified in its entirety by reference to the Commitment Letter Amendment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(c)

Exhibits.

Exhibit No.	Description
99.1	Amendment No. 3 of Amended and Restated Commitment Letter, dated March 9, 2005, among Adelphia Communications Corporation, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Credit Suisse First Boston, acting through its Cayman Islands Branch, Citicorp North America, Inc., Citigroup Global Markets Inc., Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc.

Cautionary Statement Regarding Forward-Looking Statements

        This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company's and its subsidiaries' and affiliates' expected future financial position, results of operations, cash flows, process for sale of the Company, restructuring and financing plans, expected emergence from bankruptcy, business strategy, budgets, projected costs, capital expenditures, network upgrades, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the Company's expectations. The Company does not undertake a duty to update such forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include those discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and the Company's pending bankruptcy proceeding, results of litigation against the Company and government investigations of the Company, the effects of government regulation including the actions of local cable franchising authorities, the availability of financing, actions of the Company's competitors, results and impacts of the process to sell the Company or its assets, pricing and availability of programming, equipment, supplies, and other inputs, the Company's ability to upgrade its network, technological developments, and changes in general economic conditions. Many of these factors are outside of the Company's control.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 11, 2005	OLYMPUS COMMUNICATIONS, L.P. (Registrant)
	By:	ACC OPERATIONS, INC., its Managing General Partner
	By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Financial Officer
	OLYMPUS CAPITAL CORPORATION (Registrant)
	By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer
	FRONTIERVISION OPERATING PARTNERS, L.P. (Registrant)
	By:	FRONTIERVISION HOLDINGS, L.P., its General Partner
		By:	FRONTIERVISION PARTNERS, L.P., its General Partner
			By:	ADELPHIA GP HOLDINGS, L.L.C., its General Partner
				By:	ACC OPERATIONS, INC., its Sole Member
					By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer

FRONTIERVISION CAPITAL CORPORATION (Registrant)
By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer
FRONTIERVISION HOLDINGS, L.P. (Registrant)
By:	FRONTIERVISION PARTNERS, L.P., its General Partner
	By:	ADELPHIA GP HOLDINGS, L.L.C., its General Partner
		By:	ACC OPERATIONS, INC., its Sole Member
			By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer
FRONTIERVISION HOLDINGS CAPITAL CORPORATION (Registrant)
By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION (Registrant)
By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer

ARAHOVA COMMUNICATIONS, INC. (Registrant)
By:	/s/  VANESSA A. WITTMAN Vanessa A. Wittman Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Amendment No. 3 of Amended and Restated Commitment Letter, dated March 9, 2005, among Adelphia Communications Corporation, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Credit Suisse First Boston, acting through its Cayman Islands Branch, Citicorp North America, Inc., Citigroup Global Markets Inc., Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc.

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Item 7.01. Regulation FD Disclosure.
Item 9.01. Financial Statement and Exhibits.

SIGNATURE
EXHIBIT INDEX

EX-99.1

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EXHIBIT 99.1

        March 9, 2005

Adelphia Communications Corporation
Senior Secured Credit Facilities
Senior Unsecured Bridge Facility
Amendment No. 3 of Amended and Restated Commitment Letter

Adelphia Communications Corporation
5619 DTC Parkway
Greenwood Village, CO 80111

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

Ladies and Gentlemen:

        Reference is made to that certain amended and restated commitment letter executed on March 24, 2004 and effective as of February 24, 2004 (as amended on June 1, 2004 and as further amended on June 28, 2004, the "Commitment Letter") among Adelphia Communications Corporation ("Adelphia"), JPMorgan Chase Bank, N.A. ("JPMCB"), Credit Suisse First Boston, acting through its Cayman Islands Branch ("CSFB"), Citicorp North America, Inc. ("Citigroup"), Deutsche Bank AG Cayman Islands Branch ("DB Cayman" and, together with JPMCB, CSFB and Citigroup, the "Initial Lenders"), J.P. Morgan Securities Inc. ("JPMSI"), Citigroup Global Markets Inc. ("CGMI") and Deutsche Bank Securities Inc. ("DBSI" and, together with JPMSI, CSFB and CGMI, the "Arranger Group"). Capitalized terms used but not defined in this Amendment No. 3 of Amended and Restated Commitment Letter (this "Amendment Letter") have the meanings assigned thereto in the Commitment Letter.

        1.     The parties hereto hereby acknowledge and agree that from and after the effective date of this Amendment Letter, and notwithstanding anything in the Commitment Letter or the other Commitment Documents to the contrary, any and all references in the Commitment Letter and the other Commitment Documents to the term "Draft Plan of Reorganization" shall mean the First Amended Joint Plan of Reorganization of the Debtor Entities, a copy of which was filed with the Bankruptcy Court on February 4, 2005.

        2.     The parties hereto hereby acknowledge and agree that upon the effectiveness of this Amendment Letter, the 20^th paragraph of the Commitment Letter will be deemed to be amended as follows:

        (a)   by replacing the date "June 30, 2005" contained in clause (v) of the fourth sentence thereof with the date "December 31, 2005"; and

        (b)   by replacing the words "ninety (90) calendar days" contained in clause (v) of the fourth sentence thereof with the words "180 calendar days".

        Without limiting the foregoing, the parties hereto hereby acknowledge and agree that from and after the effective date of this Amendment Letter, any and all references in the Commitment Letter and the other Commitment Documents to the term "Initial Date" shall mean December 31, 2005.

        3.     The parties hereto hereby acknowledge and agree that upon the effectiveness of this Amendment Letter, the final proviso contained in the Sections entitled "Effectiveness of Reorganization Plan" in Schedule III to Exhibit A to the Commitment Letter and in Schedule III to Exhibit B to the Commitment will be deemed to be amended by replacing the words "ninety (90) calendar days" contained therein with the words "180 calendar days".

        This Amendment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Amendment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof or thereof. This Amendment Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Amendment Letter (whether based on contract, tort or any other theory).

        From and after the effective date of this Amendment Letter, the Commitment Letter (as amended hereby) shall remain in full force and effect on the terms set forth therein (after giving effect to the amendments contemplated hereby). The parties hereto hereby acknowledge and agree that this Amendment Letter and the contents hereof may be disclosed to the same extent and subject to the same terms and conditions which govern the disclosure of the Commitment Letter as set forth therein.

        The parties hereto hereby acknowledge and agree that this Amendment Letter, that certain Amendment No. 4 of Amended and Restated Fee Letter, dated the date hereof, among the parties hereto (the "Fee Letter Amendment") and the terms and conditions set forth herein and therein shall not become effective as to any party hereto or thereto unless, on or prior to June 30, 2005, Adelphia shall have delivered to us a copy of an order in respect of each Bankruptcy Case (the "2005 Approval Order") that has been entered by the Bankruptcy Court and become effective, in form and substance reasonably satisfactory to us, authorizing (a) Adelphia's execution and delivery of this Amendment Letter and the Fee Letter Amendment and (b) the Credit Parties (other than the JV Entities) to (i) pay, in cash, all fees and expenses set forth in this Amendment Letter and the Fee Letter Amendment and (ii) otherwise incur its obligations under this Amendment Letter and the Fee Letter Amendment, which 2005 Approval Order shall specifically provide that our right to receive all amounts due and owing to us as outlined herein and in the Fee Letter Amendment and reimbursement of all reasonable costs and expenses incurred in connection with the negotiation, execution and delivery of this Amendment Letter and the Fee Letter Amendment, shall be entitled to priority as administrative expense claims under Sections 503(b)(1) and 507(a)(1) of the Bankruptcy Code, whether or not the Senior Secured Credit Facilities and the Bridge Facility are consummated. Notwithstanding anything contained herein or in the Fee Letter Amendment to the contrary, in the event that the 2005 Approval Order has not been entered and become effective on the terms contemplated in the immediately preceding sentence, this Amendment Letter and the Fee Letter Amendment shall automatically, without any further action by any party hereto or thereto, become null and void and the terms and conditions set forth in the Commitment Letter and the other Commitment Documents (excluding this Amendment Letter and the Fee Letter Amendment) shall continue to remain in full force and effect unaltered by the terms and conditions set forth herein and in the Fee Letter Amendment.

[Remainder of page intentionally left blank.]

Very truly yours,
JPMORGAN CHASE BANK, N.A.
By:	/s/  BRUCE BORDEN Name: Bruce Borden Title: Vice President
J.P. MORGAN SECURITIES INC.
By:	/s/  BRUCE BORDEN Name: Bruce Borden Title: Vice President
CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH
By:	/s/  SOVONNA DAY-GOINS Name: Sovonna Day-Goins Title: Director
By:	/s/  THOMAS HALL Name: Thomas Hall Title: Vice President
CITICORP NORTH AMERICA, INC.
By:	/s/  CAESAR W. WYSZOMIRSKI Name: Caesar W. Wyszomirski Title: Vice President
CITIGROUP GLOBAL MARKETS INC.
By:	/s/  CAESAR W. WYSZOMIRSKI Name: Caesar W. Wyszomirski Title: Vice President

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
By:	/s/  DAVID MAYHEW Name: David Mayhew Title: Managing Director
By:	/s/  STEPHEN CAYER Name: Stephen Cayer Title: Director
DEUTSCHE BANK SECURITIES INC.
By:	/s/  WILLIAM S. DETWILER Name: William S. Detwiler Title: Director
By:	/s/  CHARLES J. CAREY Name: Charles J. Carey Title: Managing Director

Accepted and agreed to as of the date first written above by:
ADELPHIA COMMUNICATIONS CORPORATION
By:	/s/  VANESSA A. WITTMAN Name: Vanessa A. Wittman Title: Executive Vice President and Chief Financial Officer

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Adelphia Communications Corporation Senior Secured Credit Facilities Senior Unsecured Bridge Facility Amendment No. 3 of Amended and Restated Commitment Letter