-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F5cry8KCuDGx7cOw7GNS7ByVgdwqubZ/bVOLjDhOFk1pXuKoIihr2jdgbAEdoSmI YWHoT+PjN86jtJmHzV4isg== 0001104659-04-016086.txt : 20040603 0001104659-04-016086.hdr.sgml : 20040603 20040603124553 ACCESSION NUMBER: 0001104659-04-016086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040603 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPUS CAPITAL CORP CENTRAL INDEX KEY: 0000754019 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232868925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-19327-01 FILM NUMBER: 04846429 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARAHOVA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000785080 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 251844576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16899 FILM NUMBER: 04846436 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY COMMUNICATIONS CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION HOLDINGS CAPITAL CORP CENTRAL INDEX KEY: 0001045708 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841432976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-36519-01 FILM NUMBER: 04846432 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPUS COMMUNICATIONS LP CENTRAL INDEX KEY: 0000861255 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 251622615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-19327 FILM NUMBER: 04846430 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION OPERATING PARTNERS LP CENTRAL INDEX KEY: 0001019504 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841316775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-09535 FILM NUMBER: 04846435 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: X CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: X CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION CAPITAL CORP CENTRAL INDEX KEY: 0001020291 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 841353734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-09535-01 FILM NUMBER: 04846434 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: X CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION HOLDINGS LP CENTRAL INDEX KEY: 0001045710 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841432334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-36519 FILM NUMBER: 04846433 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION HOLDINGS CAPITAL II CORP CENTRAL INDEX KEY: 0001079201 IRS NUMBER: 841481765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-75567-01 FILM NUMBER: 04846431 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 8-K 1 a04-6656_28k.htm 8-K

 

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):  June 3, 2004

 

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

 

333-19327

 

25-1622615

Delaware

 

333-19327-01

 

23-2868925

Delaware

 

333-9535

 

84-1316775

Delaware

 

333-9535-01

 

84-1353734

Delaware

 

333-36519

 

84-1432334

Delaware

 

333-36519-01

 

84-1432976

Delaware

 

333-75567-01

 

84-1481765

Delaware

 

0-16899

 

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

 

 

 

Item 7.                    Financial Statement and Exhibits.

 

(c)           Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Amendment of Amended and Restated Commitment Letter, dated June 1, 2004, among the Company and the Exit Lenders (as such capitalized terms are hereinafter defined).

 

Item 9.                                                           Regulation FD Disclosure.

 

On June 3, 2004, Adelphia Communications Corporation and certain of its subsidiaries, including each of the registrants, filed a notice with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) advising the Bankruptcy Court that on June 1, 2004, the Company and JPMorgan Chase Bank, 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”), entered into an amendment to the amended and restated commitment letter and amendments to certain other documents, each relating to the Company’s $8.8 billion exit financing facility.

 

A copy of the amendment of the amended and restated commitment letter, as filed with the Bankruptcy Court, is included herewith as Exhibit 99.1.

 

In accordance with general instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K (including exhibits) (this “Report”) that is being furnished pursuant to Item 9 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth in such filing.  This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

 

Cautionary Statement Regarding Financial and Operating Data

 

As a result of actions taken by management of the Company during the time that members of the Rigas family held senior executive positions: (a) the Company has not yet completed its financial statements as of and for the years ended December 31, 2003, 2002 and 2001, or received its independent public accountants’ report thereon or filed with the Securities and Exchange Commission (the “Commission”) its Annual Report on Form 10-K for the years ended December 31, 2003, 2002 and 2001; (b) the Company’s former independent public accountants, Deloitte & Touche LLP, suspended their auditing work on the Company’s financial statements as of and for the year ended December 31, 2001 and withdrew the audit reports it had issued with respect to the financial statements of the Company; (c) the Company has not yet completed its financial statements or filed with the Commission its Quarterly Reports on Form 10-Q as of and for the quarterly periods ended March 31, 2004, September 30, 2003, June 30, 2003 and March 31, 2003; (d) the Company has not yet completed its financial

 

2

 

statements or filed with the Commission its Quarterly Reports on Form 10-Q as of and for the quarterly periods ended September 30, 2002, June 30, 2002 and March 31, 2002; and (e) the Company expects to restate its financial statements for the years ended December 31, 2000 and 1999, and its interim financial statements for 2001 and possibly other periods. New management took control of the Company in May 2002, retained new independent auditors and began the preparation of financial statements for the periods in question. Current management believes that the public information provided by certain members of the Rigas family on other matters of interest to investors, such as the percentage of the Company’s cable television systems that the Company believes have been upgraded to current standards, was unreliable. Until the completion of the restatement and the disclosure of restated financial results, previously reported financial information and other public information provided by the Rigas family should not be relied upon and information contained in this Report may have to be updated or supplemented. The Company is working to complete the restatement as promptly as possible and to obtain the opinion of its independent auditors on such restated financial statements. Receipt of an audit opinion with respect to the restated financial statements is a condition to consummation of the Company’s proposed plan of reorganization and to consummation of the transactions contemplated by the amended and restated commitment letter.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 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 any process to sell the Company or its assets, customer response to repackaged services, 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.

 

3

 

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:  June 3, 2004

 

OLYMPUS COMMUNICATIONS, L.P.
(Registrant)

 

 

By:

ACC OPERATIONS, INC.,

 

 

 

as its Managing General Partner

 

 

 

 

 

 

 

By:

/s/ Vanessa A. Wittman

 

 

 

 

 

Vanessa A. Wittman

 

 

 

 

Executive Vice President and

 

 

 

 

Chief 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.,

 

4

 

 

 

 

as its General Partner

 

 

 

By:

FRONTIERVISION PARTNERS, L.P.,

 

 

 

 

 as its General Partner

 

 

 

 

By:

ADELPHIA GP HOLDINGS,
L.L.C.,

 

 

 

 

 

as its General Partner

 

 

 

 

 

By:

ACC OPERATIONS, INC.,

 

 

 

 

 

 

as its Sole Member

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Vanessa A. Wittman

 

 

 

 

 

 

 

Vanessa A. Wittman

 

 

 

 

 

 

Executive Vice

 

 

 

 

 

 

President and Chief

 

 

 

 

 

 

Financial Officer

 

5

 

 

 

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.,

 

 

 

as its General Partner

 

 

 

By:

ADELPHIA GP HOLDINGS, L.L.C.,

 

 

 

 

as its General Partner

 

 

 

 

By:

ACC OPERATIONS, INC.,

 

 

 

 

 

as its Sole Member

 

 

 

 

 

 

 

 

 

 

By:

/s/ Vanessa A. Wittman

 

 

 

 

 

 

Vanessa A. Wittman
Executive Vice President

 

 

 

 

 

and Chief Financial Officer

 

 

 

 

 

 

FRONTIERVISION HOLDINGS CAPITAL
CORPORATION (Registrant)

 

6

 

 

 

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

 

7

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Amendment of Amended and Restated Commitment Letter, dated June 1, 2004, among Adelphia Communications Corporation and JPMorgan Chase Bank, 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.

 

8

 EX-99.1 2 a04-6656_2ex99d1.htm EX-99.1

EXHIBIT 99.1

 

June 1, 2004

 

Adelphia Communications Corporation
Senior Secured Credit Facilities
Senior Unsecured Bridge Facility
Amendment 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 (the “Commitment Letter”) among Adelphia Communications Corporation ( “Adelphia”), JPMorgan Chase Bank (“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”).  Terms used but not defined in this Amendment Letter have the meanings assigned thereto in the Commitment Letter.

 

Each of the undersigned agrees that, effective on and as of the date hereof:

 

1.                                          The first sentence of the 14th paragraph of the Commitment Letter is amended by changing the words “and reasonable fees, charges and disbursements of one counsel” contained in clause (ii) of such sentence to “and, on a current monthly basis, reasonable fees, charges and disbursements of one counsel”.

 

2.                                          The third sentence of the 19th paragraph of the Commitment Letter is amended by changing the date specified in the second line of such sentence from “May 25, 2004” to “June 30, 2004”.

 

3.                                          The fourth sentence of the 19th paragraph of the Commitment Letter is amended by changing the date specified in clause (v) of such sentence from “December 31, 2004” to “June 30, 2005”, which new date shall be the Initial Date for all purposes of the Commitment Letter and the other Commitment Documents.

 

4.                                          The 19th paragraph of the Commitment Letter is amended by adding the following sentence at the end of such paragraph:

 

“Furthermore, the Company shall have the right to terminate this Commitment Letter (including all, but not less than all, of the commitments of each Initial Lender and the obligations of each member of the Arranger Group) and the other Commitment Documents from

 

 

and after the execution of a definitive sale or merger agreement by all parties thereto that has been approved by the Company’s board of directors for the sale to a non-affiliated third party or parties of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, or all or substantially all of the equity securities of the Company, in each case whether by way of asset sale, merger, consolidation or otherwise, provided that (x) the Company shall have paid all fees payable on the Payment Date to the Initial Lenders pursuant to the terms of the Fee Letter, it being agreed that the Initial Lenders shall be entitled to retain any and all fees and expenses paid on or prior to the date of effectiveness of such termination, (y) the Company shall have provided the Initial Lenders and the members of the Arranger Group with at least ten (10) business days’ written notice of such termination, setting forth therein the date of effectiveness of such termination, and (z) the Company shall have paid in full all accrued expenses payable by it pursuant to the Commitment Documents to and including the date of effectiveness of such termination (the exercise of such termination by the Company as contemplated by this sentence is referred to herein as the “Company Sale Termination Right”).”

 

5.                                          The Sections entitled “Litigation” contained in Schedule III to Exhibit A to the Commitment Letter and in Schedule III to Exhibit B to the Commitment Letter are amended by replacing the words “the Securities and Exchange Commission” contained in the third sentence thereof with the words “the Securities and Exchange Commission, the U.S. Attorney’s Office for the Southern District of New York or the U.S. Department of Justice”.

 

6.                                          The Sections entitled “Rigas Managed Entities” contained in Schedule III to Exhibit A to the Commitment Letter and in Schedule III to Exhibit B to the Commitment Letter are amended to read in their entirety as follows:

 

“Rigas Managed Entities:  The Credit Parties shall continue to manage the Rigas Managed Entities.”

 

7.                                          The Sections entitled “Pro Forma EBITDA” contained in Schedule III to Exhibit A to the Commitment Letter and in Schedule III to Exhibit B to the Commitment Letter are amended by replacing clauses (i) and (ii) of each such Section with the following clauses:

 

“(i) if the Closing Date shall occur prior to June 30, 2004, the ratio of Total Debt to EBITDAR (the definitions of such terms to be mutually agreed to, it being understood that the “R” in EBITDAR means restructuring costs) determined for the most recently ended fiscal quarter and multiplied by four (“LQA EBITDAR”) at the Closing Date (calculating after giving effect to the Transaction) shall not be greater than 7.00 to 1.00, (ii) if the Closing Date shall occur on or after June 30, 2004 and on or prior to December 31, 2004, the ratio of Total Debt to LQA EBITDAR at the Closing Date (calculated after giving effect to the Transaction) shall not be greater than 6.75 to 1.00, and (iii) if the Closing Date shall occur after December 31, 2004, the ratio of Total Debt to LQA EBITDAR at the Closing Date (calculated after giving effect to the Transaction) shall not be greater than 6.50 to 1.00”.

 

In addition, the title of each such Section is amended by changing the phrase “Pro Forma EBITDA” to “Pro Forma EBITDAR”.

 

Except as expressly set forth herein, from and after the date hereof, 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.

 

2

 

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).

 

[Remainder of page intentionally left blank.]

 

3

 

 

Very truly yours,

 

 

 

 

 

JPMORGAN CHASE BANK

 

 

 

 

 

By:

/s/ Bruce Borden

 

 

 

Name: Bruce Bordn

 

 

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/ Lauri Sivaslian

 

 

 

Name: Lauri Sivaslian

 

 

Title: Managing Director

 

 

 

 

By:

/s/ Sovonna Day-Goins

 

 

 

Name: Sovonna Day-Goins

 

 

Title: Director

 

 

 

CITICORP NORTH AMERICA, INC.

 

 

 

 

 

By:

/s/ Caesar W. Wyszomirski

 

 

 

Name: Caesar W. Wyszomirski

 

 

Title: Vice President

 

 

 

 

CITIGROUP GLOBAL MARKETS INC.

 

 

 

 

 

 

 

By:

Caesar W. Wyszomirski

 

 

 

Name: Caesar W. Wyszomirski

 

 

Title: Director

 

 

 

DEUTSCHE BANK AG CAYMAN ISLANDS
BRANCH

 

 

 

 

 

By:

/s/ David Mayhew

 

 

 

Name:David Mayhew

 

 

Title: Director

 

 

 

 

By:

/s/ Richard Khawam

 

 

 

Name: Richard Khawam

 

 

Title: Director

 

 

 

 

DEUTSCHE BANK SECURITIES INC.

 

 

 

 

 

 

 

By:

/s/ Christopher Johnson

 

 

 

Name: Christopher Johnson

 

 

Title: Managing Director

 

 

 

 

By:

/s/ John Eydenberg

 

 

 

Name: John Eydenberg

 

 

Title: Managing Director

 

 

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

 

ADELPHIA COMMUNICATIONS CORPORATION

 

 

By:

Vanessa A. Wittman

 

 

Name: Vanessa A. Wittman

 

Title: Executive Vice President and

 

Chief Financial Officer

 

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