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 28, 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 No. 2 of Amended and Restated Commitment Letter, dated June 28, 2004, among Adelphia Communications Corporation (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”).
99.2	Exhibit D to Notice of Settlement of Order Pursuant to 11 U.S.C. §§ 105, 363, 503 and 507 Authorizing and Approving Commitment Letter and Related Documents for $8.8 Billion Exit Facility and Payment of Related Fees and Expenses.

Item 9.Regulation FD Disclosure.

On June 28, 2004, the Company and certain of its subsidiaries, including each of the registrants, filed a notice (the “Notice”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) advising the Bankruptcy Court that on June 28, 2004, the Company and the Exit Lenders entered into an amendment to the amended and restated commitment letter and an amendment to the amended and restated fee letter, each relating to the Company’s proposed $8.8 billion exit financing facility.

A copy of the amendment to the amended and restated commitment letter and a copy of Exhibit D to the Notice, which summarizes certain changes contemplated by the amendment to the amended and restated commitment letter and the amendment to the amended and restated fee letter, each in the form filed with Bankruptcy Court, are included herewith as Exhibits 99.1 and 99.2, respectively.

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

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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 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 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 Company’s proposed exit financing facilities.

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

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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.

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 28, 2004	OLYMPUS COMMUNICATIONS, L.P.
	(Registrant)
	By:		ACC OPERATIONS, INC.,
			as its Managing General Partner
			By:	/s/ Brad M. Sonnenberg
				Brad M. Sonnenberg
				Executive Vice President,
				General Counsel and Secretary
	OLYMPUS CAPITAL CORPORATION
	(Registrant)
	By:		/s/ Brad M. Sonnenberg
			Brad M. Sonnenberg
			Executive Vice President,
			General Counsel and Secretary
	FRONTIERVISION OPERATING PARTNERS, L.P.
	(Registrant)
	By:		FRONTIERVISION HOLDINGS, L.P.,
			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/ Brad M. Sonnenberg
							Brad M. Sonnenberg
							Executive Vice President, General Counsel and Secretary

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	FRONTIERVISION CAPITAL CORPORATION (Registrant)
By:			/s/ Brad M. Sonnenberg
			Brad M. Sonnenberg
			Executive Vice President,
			General Counsel and Secretary
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/ Brad M. Sonnenberg
							Brad M. Sonnenberg
							Executive Vice President,
							General Counsel and Secretary
FRONTIERVISION HOLDINGS CAPITAL CORPORATION (Registrant)
By:			/s/ Brad M. Sonnenberg
			Brad M. Sonnenberg
			Executive Vice President,
			General Counsel and Secretary
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION (Registrant)
By:			/s/ Brad M. Sonnenberg
			Brad M. Sonnenberg
			Executive Vice President,
			General Counsel and Secretary
ARAHOVA COMMUNICATIONS, INC. (Registrant)
By:			/s/ Brad M. Sonnenberg
			Brad M. Sonnenberg
			Executive Vice President,
			General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Amendment No. 2 of Amended and Restated Commitment Letter, dated June 28, 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.
99.2	Exhibit D to Notice of Settlement of Order Pursuant to 11 U.S.C. §§ 105, 363, 503 and 507 Authorizing and Approving Commitment Letter and Related Documents for $8.8 Billion Exit Facility and Payment of Related Fees and Expenses.

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EX-99.1

Exhibit 99.1

June 28, 2004

Adelphia Communications Corporation
Senior Secured Credit Facilities
Senior Unsecured Bridge Facility
Amendment No. 2 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, 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”).  Capitalized terms used but not defined in this Amendment No. 2 of Amended and Restated Commitment Letter (the “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 fifth paragraph of the Commitment Letter is amended (1) by replacing the words “upon the occurrence of the Reduction Event (as hereinafter defined) or a Company Event (as hereinafter defined)” contained in clause (ii) of the first sentence thereof with the words “upon the occurrence of the Reduction Event (as hereinafter defined), a Company Election (as hereinafter defined) or the JV Event (as hereinafter defined)”, (2) by replacing the words “third immediately succeeding paragraph hereof” contained in clause (iii) of the first sentence thereof with the words “fourth immediately succeeding paragraph hereof”, (3) by replacing the words “upon the occurrence of the Reduction Event or a Company Election” contained in the fourth sentence thereof with the words “upon the occurrence of the Reduction Event, a Company Election or the JV Event” and (4) by replacing the words “two paragraphs hereof” contained in the fourth sentence thereof with the words “three paragraphs hereof”.

2.            The sixth paragraph of the Commitment Letter is amended to replace the proviso to the first sentence thereof in its entirety with the following proviso: “provided, that (i) in the event the Reduction Event occurs prior to the occurrence of the JV Event, the Initial Lenders shall not be permitted to reduce their commitment under the terms of this Commitment Letter pursuant to the terms of this paragraph to less than $2 billion in the aggregate, it being agreed that in the event the aggregate commitment of the Initial Lenders is reduced as provided in this clause (i), $750 million of such reduced commitment shall be allocated to the Revolving Credit Facility and a minimum of $1.25 billion of such

reduced commitment shall be allocated among the Tranche A Term Loan, the Tranche B Term Loan and the Bridge Facility as determined by the Arranger Group in its discretion and (ii) in the event the Reduction Event occurs following the occurrence of the JV Event, the Initial Lenders shall not be permitted to reduce their commitment under the terms of this Commitment Letter pursuant to the terms of this paragraph to less than an amount, in the aggregate, equal to the product obtained by multiplying (x) $2 billion by (y) an amount (expressed as a percentage) obtained by subtracting (1) the JV Fraction (as hereinafter defined) from (2) 1.00 (the amount obtained by subtracting (1) from (2) and expressed as a percentage is hereinafter referred to as the “Residual Percentage”), it being agreed that in the event the aggregate commitment of the Initial Lenders is reduced as provided in this clause (ii), an amount equal to the product obtained by multiplying (1) $750 million by (2) the Residual Percentage shall be allocated to the Revolving Credit Facility and all other committed amounts (after giving effect to such reduction and the allocation to the Revolving Credit Facility) shall be allocated among the Tranche A Term Loan, the Tranche B Term Loan and the Bridge Facility as determined by the Arranger Group in its discretion (the reduction of the aggregate commitment of the Initial Lenders contemplated by this paragraph is referred to herein as the “Reduction Event”).”

3.            The seventh paragraph of the Commitment Letter is amended by replacing the words “it being agreed and understood that such reduced commitment shall be allocated among the Tranche A Term Loan, the Tranche B Term Loan and the Bridge Facility (after $750 million shall have been reserved for the Revolving Credit Facility) as determined by the Arranger Group in its discretion” contained at the end of the first sentence thereof with the words “it being agreed and understood that such reduced commitment shall be allocated among the Tranche A Term Loan, the Tranche B Term Loan and the Bridge Facility (after $750 million shall have been reserved for the Revolving Credit Facility (or, in the event the JV Event shall have occurred prior to the making of the Company Election, an amount equal to the product obtained by multiplying (i) $750 million by (ii) the Residual Percentage shall have been reserved for the Revolving Credit Facility)) as determined by the Arranger Group in its discretion, it being understood and agreed that if, prior to the making of the Company Election, the JV Event shall have occurred, the subsequent election by the JV Entities or any of them to issue new debt instruments to the lenders under the pre-petition credit facilities of the JV Entities shall not constitute a Company Election or give rise to any reduction of the commitments of the Initial Lenders hereunder and no such debt instruments issued by any such JV Entity shall be considered a Rollover Security for any purpose hereof”.

4.            A new paragraph is added to the Commitment Letter immediately after the seventh paragraph thereof, to read in its entirety as follows:

“Furthermore, in the event (i) Adelphia determines reasonably in good faith (A) that all or substantially all of the assets of Century-TCI California Communications, L.P., Western NY Cablevision, L.P., Parnassos Communications, L.P. and their respective subsidiaries (collectively, the “JV Entities”) cannot, without the consent of TCI California Holdings, LLC and TCI Adelphia Holdings, LLC (together, the “Comcast JV Partners”), be pledged as collateral under the Senior Secured Credit Facilities or the JV Entities cannot, without the consent of the Comcast JV Partners, guarantee the Borrower’s and/or Holdings’ obligations under the Senior Secured Credit Facilities or the Bridge Facility, in each case, as contemplated by the Term Sheets, and (B) the consent of the Comcast JV Partners in respect of such matters cannot be obtained prior to the Closing Date or (ii) Adelphia reaches an agreement with the Comcast JV Partners prior to the Closing Date pursuant to which such parties agree that all or substantially all of the assets of the JV Entities cannot be pledged as collateral under the Senior Secured Credit Facilities or the JV Entities cannot guarantee the Borrower’s and/or Holdings’ obligations under the Senior Secured Credit Facilities or the Bridge Facility, in each case, as contemplated by the Term Sheets, then, upon ten (10) business days’ prior written notice by Adelphia to the Initial Lenders and the Arranger Group certifying to such facts, the aggregate commitments of the Initial Lenders hereunder shall be reduced, effective as of the date specified in such notice (which in any event shall be a date at least ten

(10) business days after the date of such notice, calculated including the date of such notice), by an amount equal to the product obtained by multiplying (x) the aggregate commitments of the Initial Lenders outstanding at such time by (y) a fraction, the numerator of which is the aggregate number of subscribers attributable to the JV Entities as of the date of such notice (or the nearest practicable date), and the denominator of which is equal to the sum of (1) the aggregate number of subscribers attributable to the Credit Parties (excluding the JV Entities) as of the date of such notice (or the nearest practicable date) and (2) the aggregate number of subscribers attributable to the JV Entities as of the date of such notice (or the nearest practicable date) (the fraction referred to in clause (y) immediately above is hereinafter referred to as the “JV Fraction”), it being agreed and understood that such reduced commitment shall be allocated among the Tranche A Term Loan, the Tranche B Term Loan and the Bridge Facility (after an amount equal to the product obtained by multiplying (aa) the Residual Percentage by (bb) $750 million shall have been reserved for the Revolving Credit Facility) as determined by the Arranger Group in its discretion (the reduction of the aggregate commitment of the Initial Lenders contemplated by this paragraph is referred to herein as the “JV Event”).  In the event of the occurrence of the JV Event in accordance with the terms of the immediately preceding sentence hereof, and except as otherwise expressly provided in this Commitment Letter or the other Commitment Documents, all other terms and conditions of this Commitment Letter and the other Commitment Documents shall remain in full force and effect.”

5.             The 13th paragraph of the Commitment Letter is amended by adding the following words at the end of clause (iv) therein: “(other than the JV Entities from and after the occurrence of the JV Event)”.

6.             The 19th paragraph of the Commitment Letter is amended (1) by replacing the words “expire on June 30, 2004 unless, prior to such date” contained in the third sentence thereof with the words “expire on June 30, 2004 unless, on or prior to such date”, (2) by replacing the words “authorizing the Credit Parties to pay the fees and expenses set forth in the Commitment Letter and the Fee Letter and otherwise authorizing the Credit Parties to accept, and incur its obligations under, the Commitment Letter” contained in the third sentence thereof with the words “authorizing the Credit Parties (other than the JV Entities) to pay the fees and expenses set forth in the Commitment Letter and the Fee Letter and otherwise authorizing such Credit Parties to accept, and incur its obligations under, the Commitment Letter”, (3) by replacing the date “June 30, 2004” contained in clause (v) of the fourth sentence thereof with the date “June 30, 2005” and (4) by replacing all references to the words “the Company” contained in the last sentence thereof with the word “Adelphia”.

7.             The introductory paragraphs contained in Exhibit A to the Commitment Letter and in Exhibit B to the Commitment Letter are amended and restated in their entirety as follows: “All capitalized terms used and not otherwise defined in this Summary of Terms and Conditions (together with the related schedules annexed hereto, this “Summary of Terms”) shall have the meanings ascribed to such terms in the Commitment Letter to which this Summary of Terms is attached.”

8.             The Section entitled “Guarantors” contained in Exhibit A to the Commitment Letter is amended by replacing the first sentence thereof in its entirety with the following sentence: “Each of the Borrower’s present and future direct and indirect domestic subsidiaries (other than the JV Entities from and after the occurrence of the JV Event) and the Borrower’s immediate parent holding company (“Holdings” and, together with such direct and indirect domestic subsidiaries (other than the JV Entities from and after the occurrence of the JV Event), the “Guarantors”; the Guarantors and the Borrower are hereinafter collectively referred to as the “Credit Parties”) shall guarantee on a senior basis (each, a “Guarantee”) the Borrower’s obligations under the Senior Secured Credit Facilities up to the maximum extent possible without violating applicable fraudulent conveyance laws.”

9.             The Sections entitled “Tranche A Term Loans” and “Tranche B Term Loans” contained in Exhibit A to the Commitment Letter are amended by replacing the last sentence thereof in its entirety with the following sentence: “The aggregate commitments of the Lenders shall be reduced (i) upon the occurrence of a Reduction Event, (ii) upon 10 business days’ prior written notice to the Initial Lenders and the Arranger Group of the Company’s election to issue Rollover Securities, (iii) upon the issuance of any Rollover Securities (in which case the aggregate commitments shall be reduced dollar-for-dollar by the aggregate principal amount of such Rollover Securities so issued) or (iv) upon the occurrence of the JV Event, which reduced commitment will, in each case, be allocated among the Tranche A Term Loans, the Tranche B Term Loans, the Revolving Credit Facility and the Bridge Facility as determined by the Arranger Group in its discretion, provided that the allocation to the Revolving Credit Facility shall be made in accordance with “Revolving Credit Facility” below.”

10.           The Section entitled “Revolving Credit Facility” contained in Exhibit A to the Commitment Letter is amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, in the event of the occurrence of the JV Event, the amount of the Revolving Credit Facility shall be reduced to an amount equal to the product obtained by multiplying (i) $750 million by (ii) the Residual Percentage.”

11.           The Section entitled “Security” contained in Exhibit A to the Commitment Letter is amended by replacing the first sentence thereof in its entirety with the following sentence: “Subject to the terms hereof, the Senior Secured Credit Facilities will be secured by first priority perfected liens on all existing and after-acquired personal property (tangible and intangible) of the Credit Parties, including without limitation, all accounts receivable, inventory, equipment, intellectual property and other personal property, and a pledge of the capital stock of, each Credit Party, subject to such exceptions as may be agreed upon, including those described in the immediately following sentence hereof; provided, however, that (x) franchise agreements and similar agreements, licenses, permits and rights shall not be pledged as collateral under the Senior Secured Credit Facilities and (y) if the JV Event shall have occurred prior to the Closing Date, any securities issued by a JV Entity that are held by a Credit Party (the “JV Securities”) shall not be pledged as collateral under the Senior Secured Credit Facilities if and only if (A) such JV Securities are required to be pledged to the secured lenders of the JV Entities or (B) the governing documents of the JV Entities do not permit such JV Securities to be pledged without the consent of the other parties to such governing documents (provided, if such governing documents permit for a limited pledge of such JV Securities without the consent of such other parties, such JV Securities shall, subject to clause (A) immediately above, be pledged to the maximum extent permitted by such governing documents without requiring the consent of the other parties thereto).”

12.           The Section entitled “Mandatory Prepayments” contained in Exhibit A to the Commitment Letter is amended by replacing all references to the words “basic subscribers” contained in clause (ii) of the second sentence thereof with the word “subscribers”.

13.           Exhibit A to the Commitment Letter is amended by adding a new Section entitled “Treatment of JV Entities After JV Event” immediately after the Section entitled “Negative Covenants” contained in said Exhibit A to the Commitment Letter, which new Section shall read in its entirety as follows: “From and after the occurrence of the JV Event, for purposes of the representations, warranties

and covenants (both affirmative and negative) to be contained in the Senior Secured Credit Facilities, the JV Entities shall be treated as unrestricted subsidiaries of the Credit Parties and shall be subject to restrictions that are customarily and typically applicable to unrestricted subsidiaries in a secured financing transaction, including without limitation, such restrictions as may be necessary to prohibit the JV Entities from taking or omitting to take any action that is reasonably likely to circumvent the covenants applicable to the Credit Parties.”

14.           Exhibit B to the Commitment Letter is amended by adding a new Section entitled “Treatment of JV Entities After JV Event” immediately after the Section entitled “Covenants” contained in said Exhibit B to the Commitment Letter, which new Section shall read in its entirety as follows: “From and after the occurrence of the JV Event, for purposes of the representations, warranties and covenants (affirmative and negative) to be contained in the Bridge Facility, the JV Entities shall be treated as unrestricted subsidiaries of the Credit Parties and shall be subject to restrictions that are customarily and typically applicable to unrestricted subsidiaries in a financing transaction of this type, including without limitation, such restrictions as may be necessary to prohibit the JV Entities from taking or omitting to take any action that is reasonably likely to circumvent the covenants applicable to the Credit Parties.”

15.           The Section entitled “Representations and Warranties” contained in Exhibit B to the Commitment Letter is amended and restated in its entirety as follows: “Representations and warranties shall apply to the Credit Parties and shall be customary and appropriate for facilities of this type.”

16.           The Section entitled “Covenants” contained in Exhibit B to the Commitment Letter is amended by replacing the words “Customary and appropriate for facilities of this type” contained in the first line thereof with the following: “The covenants (affirmative and negative) shall apply to the Credit Parties and shall be customary and appropriate for facilities of this type”.

17.           The introductory paragraphs to Schedule III to Exhibit A to the Commitment Letter and to Schedule III to Exhibit B to the Commitment Letter are amended by adding the following words to the end of each such introductory paragraph: “; provided, the term “Credit Parties” shall have the meaning ascribed thereto in the Summary of Terms.”

18.           The Section entitled “Corporate Structure, Management, etc.” contained in Schedule III to Exhibit A to the Commitment Letter is amended by replacing the parenthetical clause “(after giving effect to any amendments, supplements or modifications thereto which shall be approved by the Arranger Group in accordance with the terms hereof)” contained therein with the parenthetical clause “(after giving effect to any amendments, supplements or modifications thereto which shall be approved by the Arranger Group or which do not require the approval of the Arranger Group as specified in “Effectiveness of Reorganization Plan” below, in each case, in accordance with the terms hereof)”.

19.           The Section entitled “Corporate Structure, Management, etc.” contained in Schedule III to Exhibit B to the Commitment Letter is amended by replacing the parenthetical clause “(after giving effect to any amendments, supplements or modifications thereto which shall be approved by the Joint Bookrunners in accordance with the terms hereof)” contained therein with the parenthetical clause “(after giving effect to any amendments, supplements or modifications thereto which shall be approved by the Joint Bookrunners or which do not require the approval of the Joint Bookrunners as specified in “Effectiveness of Reorganization Plan” below, in each case, in accordance with the terms hereof)”.

20.          The Sections entitled “Effectiveness of Reorganization Plan” contained in Schedule III to Exhibit A to the Commitment Letter and in Schedule III to Exhibit B to the Commitment

Letter are amended (1) by replacing the parenthetical clause “(after giving effect to any amendments, supplements or modifications thereto which shall be approved by the Arranger Group in accordance with the terms hereof)” contained in the first sentence thereof with the parenthetical clause “(after giving effect to any amendments, supplements or modifications thereto which shall be approved by the Arranger Group or which do not require the approval of the Arranger Group as specified below, in each case, in accordance with the terms hereof)”, (2) by replacing the word “and” at the end of clause (i) of the second sentence thereof with a comma and (3) by adding the following words at the end of clause (ii) of the second sentence thereof: “, (iii) any amendment of the Draft Plan of Reorganization that modifies only the allocation or distribution of Adelphia’s common stock and/or rights or interests in the Contingent Value Vehicle (as defined in the Draft Plan of Reorganization) to constituents or other parties in interest shall not require such consent and (iv) any amendment to the Draft Plan of Reorganization that provides for a stand-alone reorganization plan for the JV Entities or which otherwise modifies the treatment of the JV Entities contemplated by the Draft Plan of Reorganization filed with the Bankruptcy Court on February 25, 2004 shall not require such consent, provided that such amendment (A) is required by the occurrence of the JV Event, (B) will not materially and adversely affect the balance sheet or capital structure of or otherwise impose any material obligations or material restrictions upon the Credit Parties, except for any material obligations or material restrictions imposed on the Credit Parties under the terms of the governing documents of such JV Entities, provided such material obligations or material restrictions are consistent in all material respects with the obligations and restrictions set forth in the governing documents of the JV Entities as of the date hereof, and (C) will not change the percentage of the equity of the JV Entities owned by the Credit Parties”.

21.           The Sections entitled “Confirmation Order” 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 clause (ii) of the first sentence thereof with the following clause: “(ii) shall be in full force and effect and shall not have been reversed or modified and shall not be stayed or subject to a motion to stay, and the period for appealing the confirmation order shall have elapsed.”

22.           The Section entitled “Litigation” contained in Schedule III to Exhibit A to the Commitment Letter is amended by replacing the last sentence thereof with the following sentence: “The Arranger Group shall be reasonably satisfied with the status of any claims by or proceedings with the Securities and Exchange Commission (the “SEC”), the U.S. Attorney’s Office for the Southern District of New York or the U.S. Department of Justice arising out of the pre-petition activities of the Credit Parties that have not been discharged or resolved prior to the Closing Date (each, an “Outstanding Matter”); provided that (x) if any such Outstanding Matter is a monetary claim by the SEC (an “SEC Monetary Claim”) and (y) the Arranger Group is reasonably satisfied with the status of all of the other Outstanding Matters, this condition shall be deemed to be satisfied if and only if such SEC Monetary Claim can be paid only (1) in common stock of Adelphia and/or (2) by a distribution of proceeds from the Contingent Value Vehicle (as defined in the Draft Plan of Reorganization), so long as such distribution does not require any material financial contribution to the Contingent Value Vehicle from the Credit Parties, it being understood and agreed that if such SEC Monetary Claim is proposed to be resolved in whole or in part with any other form of consideration, the Arranger Group must be reasonably satisfied with the status of such unresolved SEC Monetary Claim, including such other proposed form of consideration.”

23.           The Section entitled “Litigation” contained in Schedule III to Exhibit B to the Commitment Letter is amended by replacing the last sentence thereof with the following sentence: “The Joint Bookrunners shall be reasonably satisfied with the status of any claims by or proceedings with the Securities and Exchange Commission (the “SEC”), the U.S. Attorney’s Office for the Southern District of New York or the U.S. Department of Justice arising out of the pre-petition activities of the Credit Parties that have not been discharged or resolved prior to the Closing Date (each, an “Outstanding Matter”); provided that (x) if any such Outstanding Matter is a monetary claim by the SEC (an “SEC Monetary

Claim”) and (y) the Joint Bookrunners are reasonably satisfied with the status of all of the other Outstanding Matters, this condition shall be deemed to be satisfied if and only if such SEC Monetary Claim can be paid only (1) in common stock of Adelphia and/or (2) by a distribution of proceeds from the Contingent Value Vehicle (as defined in the Draft Plan of Reorganization), so long as such distribution does not require any material financial contribution to the Contingent Value Vehicle from the Credit Parties, it being understood and agreed that if such SEC Monetary Claim is proposed to be resolved in whole or in part with any other form of consideration, the Joint Bookrunners must be reasonably satisfied with the status of such unresolved SEC Monetary Claim, including such other proposed form of consideration.”

24.           The Section entitled “Financial and Capital Markets” contained in Schedule III to Exhibit A to the Commitment Letter is hereby deleted in its entirety.

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.

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.]

Very truly yours,
JPMORGAN CHASE BANK
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/ 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 Wyzomirski
	Name:  Caesar Wyzomirski
	Title:    Vice President
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Caesar Wyzomirski
	Name:  Caesar Wyzomirski
	Title:    Vice President

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
By:	/s/ David Mayhew
	Name:  David Mayhew
	Title:    Director
By:	/s/ Stephen Cayer
	Name:  Stephen Cayer
	Title:    Director
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Sun Jen Yung
	Name:  Sun Jen Yung
	Title:    Director
By:	/s/ Gregory Paul
	Name:  Gregory Paul
	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

EX-99.2

Exhibit 99.2

EXHIBIT D

SUMMARY OF MATERIAL TERMS OF JUNE 28 AMENDED DOCUMENTS(1)

This Exhibit D summarizes the material changes to the Commitment Letter and the Fee Letter which are set forth in the June 28 Amended Documents.  The material changes contemplated by the June 28 Amended Documents are set forth below.

A.COMMITMENT LETTER AMENDMENT.

1.Amendments Not Related to Comcast/Adelphia Joint Ventures.

•Amendments to the Draft Plan of Reorganization.  Under the terms of Amendment No. 2 of Amended and Restated Commitment Letter (the “Commitment Letter Amendment”), the condition providing that no provision of the Draft Plan of Reorganization can be amended, supplemented or modified in any material respect that is adverse to the Lenders without the consent of the Arranger Group or the Joint Bookrunners, as the case may be, shall be modified to clarify that the Arranger Group’s or the Joint Bookrunners’ consent, as the case may be, shall not be required to the extent that any such amendment modifies only the allocation or distribution of Adelphia’s common stock and/or rights or interests in the Contingent Value Vehicle to constituents or other parties in interest.

•Confirmation Order.  The Commitment Letter Amendment also amends the condition requiring that the confirmation order shall be in full force and effect and shall have become a final order not subject to any stay, appeal, modification or reversal.  The amended condition requires that the confirmation order shall be in full force and effect and shall not have been reversed or modified and shall not be stayed or subject to a motion to stay, and that the period for appealing the confirmation order shall have elapsed.  Accordingly, once the appeal period with respect to the confirmation order has elapsed, the condition will be deemed satisfied, notwithstanding the fact that an appeal may be unresolved and outstanding at the end of such period (provided no stay is then in effect and no stay motion is pending at the end of such period).

•SEC Condition.  Under the terms of the Commitment Letter Amendment, the condition requiring that the Arranger Group or the Joint Bookrunners, as the case may be, be reasonably satisfied with the status of any unresolved or non-discharged claims or proceedings with the SEC and certain other governmental agencies has been modified to provide that with respect to an unresolved or non-discharged monetary claim by the SEC, the condition will be deemed satisfied (and the Arranger Group or the Joint Bookrunners, as the case may be, will not have to be reasonably satisfied with the status of any such

(1)This summary and description of the material changes to the terms of the Commitment Letter and the Fee Letter is being provided for the convenience of the Court and the parties in interest.  In all instances, the actual terms of the June 28 Amended Documents will control.

unresolved or non-discharged monetary claim) if such monetary claim can be paid only in common stock of Adelphia and/or by a distribution of proceeds from the Contingent Value Vehicle (provided such distribution does not require any material contribution to such vehicle by the Credit Parties).

•Market MAC.  The Commitment Letter Amendment deletes in its entirety the condition that would have enabled the Initial Lenders to refuse to fund the Senior Secured Credit Facilities in the event the Arranger Group was to determine in good faith that a material adverse change in the financial or capital markets generally or in the market for syndicated credit facilities would reasonably be expected to materially adversely affect the syndication of the Senior Secured Credit Facilities.

2.Amendments Related to Comcast/Adelphia Joint Ventures.

•General Modification.  Under the terms of the Commitment Letter Amendment, in the event that (i) Adelphia reasonably determines in good faith that (A) all or substantially all of the assets of the entities comprising the joint ventures between Comcast Corporation (together with its affiliates, “Comcast”) and Adelphia (collectively, the “JV Entities”) cannot, without the consent of Comcast, be pledged as collateral under the Senior Secured Credit Facilities or the JV Entities cannot guarantee the obligations of the Borrower and/or Holdings under the Senior Secured Credit Facilities or the Bridge Facility and (B) the consent of Comcast in respect of such matters cannot be obtained prior to the Closing Date or (ii) Adelphia reaches an agreement with Comcast pursuant to which such parties agree that all or substantially all of the assets of the JV Entities cannot be pledged as collateral under the Senior Secured Credit Facilities or that the JV Entities cannot guarantee the obligations of the Borrower and/or Holdings under the Senior Secured Credit Facilities or the Bridge Facility, then, upon ten (10) business days’ prior written notice by Adelphia to the Initial Lenders and the Arranger Group certifying to such facts, the aggregate commitments of the Initial Lenders shall be reduced, effective as of a date no earlier than ten (10) business days’ following the date of such notice, by an amount equal to the product obtained by multiplying (x) the aggregate commitments of the Initial Lenders outstanding at such time by (y) a fraction, the numerator of which is the aggregate number of subscribers attributable to the JV Entities as of the date of such notice (or the nearest practicable date), and the denominator of which is equal to the sum of (1) the aggregate number of subscribers attributable to the Credit Parties (excluding the JV Entities) as of the date of such notice (or the nearest practicable date) and (2) the aggregate number of subscribers attributable to the JV Entities as of the date of such

notice (or the nearest practicable date).  The reduction of the commitment of the Initial Lenders contemplated by this paragraph is referred to as the “JV Event.”(2)

•Collateral and Guarantee Provisions Relating to JV Entities.  Under the terms of the Commitment Letter Amendment, from and after the effective date of the JV Event, the JV Entities will no longer be deemed to be “Credit Parties” for certain provisions of the Commitment Letter, including the collateral and guarantee provisions.  As a result, under the terms of the Commitment Letter Amendment, from and after the effective date of the JV Event, it will not be a condition to the commitments and agreements of the Initial Lenders and the Arranger Group that (i) the assets of the JV Entities be pledged as collateral for the Senior Secured Credit Facilities or (ii) the JV Entities act as guarantors under the Senior Secured Credit Facilities or the Bridge Facility.  In addition, if the JV Event shall occur, the Credit Parties that hold any equity interests in the JV Entities will not be required to pledge such equity interests as collateral under the Senior Secured Credit Facilities if and only if (x) such securities are required to be pledged to the secured lenders of the JV Entities or (y) subject to certain exceptions, the governing documents of the JV Entities do not permit such securities to be pledged without the consent of the other parties to such governing documents.

•     JV Entities As Unrestricted Subsidiaries.  Under the terms of the Commitment Letter Amendment, from and after the effective date of the JV Event, for purposes of the representations, warranties and covenants (both affirmative and negative) to be contained in the Senior Secured Credit Facilities and the Bridge Facility, the JV Entities shall be treated as unrestricted subsidiaries of the Credit Parties and shall be subject to restrictions that are customarily and typically applicable to unrestricted subsidiaries in a secured financing transaction or in a financing transaction similar to the Bridge Facility, as the case may be, including without limitation, such restrictions as may be necessary to prohibit the JV Entities from taking or omitting to take any action that is reasonably likely to circumvent the covenants applicable to the Credit Parties.

•Amendment to the Draft Plan of Reorganization.  Under the terms of the Commitment Letter Amendment, the condition providing that no provision of the Draft Plan of Reorganization can be amended, supplemented or modified in any material respect that is adverse to the Lenders without the consent of the Arranger Group or the Joint Bookrunners, as the case may be, shall be modified to provide that any amendment to the Draft Plan of Reorganization that provides for a stand-alone reorganization plan for the JV Entities or which otherwise modifies the treatment of the JV Entities contemplated by the Draft Plan of Reorganization filed with the Bankruptcy Court on February 25, 2004 shall not require the consent of the Arranger Group or the Joint Bookrunners, as the case may be, provided that such amendment (A) is required by the occurrence of the JV Event, (B) will not materially and adversely affect the balance sheet or capital structure of or otherwise impose any material obligations or material restrictions upon the Credit Parties (which term does not include the JV Entities), except for any material obligations or material restrictions imposed on the Credit Parties under the terms of the governing documents of such JV Entities, provided such material obligations or material restrictions are consistent in all material respects with the obligations and restrictions set forth in the governing documents of the JV Entities as of the date hereof, and (C) will not change the percentage of the equity of the JV Entities owned by the Credit Parties.

(2)In addition, note that certain other amendments to the Commitment Letter were made with respect to the interplay between the Reduction Event, Company Election and JV Event provisions.  For example, the Commitment Letter previously provided that in the event the Reduction Event were to occur, the Initial Lenders could not reduce their aggregate commitment below $2 billion.  Under the terms of the Commitment Letter Amendment, however, in the event the JV Event occurs prior to the occurrence of the Reduction Event, then upon the occurrence of the Reduction Event, the Initial Lenders can reduce their commitment to an amount equal to the product obtained by multiplying (i) the Residual Percentage (as defined in the Commitment Letter Amendment) by (ii) $2 billion.

B.FEE LETTER AMENDMENT.

•Commitment Fees.  Under the terms of Amendment No. 3 of Amended and Restated Fee Letter (the “Fee Letter Amendment”), and consistent with the treatment of a Reduction Event and the Company Election, from and after the effective date of the JV Event, the commitment fees in respect of the Senior Secured Credit Facilities and the Bridge Facility will accrue on the reduced aggregate commitments of the Initial Lenders, after giving effect to the reduction of such aggregate commitments by virtue of the JV Event.

•Rollover Fee. The Fee Letter Amendment modifies the calculation of the amount of the Rollover Fee that would be payable by Adelphia in the event the Debtors Entities were to make the Company Election following the occurrence of the JV Event.  Specifically, under the terms of the Fee Letter Amendment, from and after the effective date of the JV Event, the Rollover Fee would be calculated by taking into account the reduced commitments of the Initial Lenders as a result of the JV Event.

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