

                         UNITED STATES BANKRUPTCY COURT

                          SOUTHERN DISTRICT OF NEW YORK


-------------------------------------
In re                                )
                                     )  Chapter 11
ADELPHIA COMMUNICATIONS              )
CORPORATION, et al.,                 )  Case No. 02-41729 (REG)
                                     )
                  Debtors.           )  Jointly Administered
                                     )
                                     )
-------------------------------------


        INTERIM ORDER (I) AUTHORIZING DEBTORS (A) TO OBTAIN POST-PETITION
         FINANCING PURSUANT TO 11 U.S.C.ss.ss.105, 361, 362, 364(c)(1),
           364(c)(2), 364(c)(3) AND 364(d)(1) AND (B) TO UTILIZE CASH
         COLLATERAL PURSUANT TO 11 U.S.C.ss.363, (II) GRANTING ADEQUATE
             PROTECTION TO PRE-PETITION SECURED PARTIES PURSUANT TO
         11 U.S.C.ss.ss.361, 362, 363 AND 364 AND (III) SCHEDULING FINAL
              HEARING PURSUANT TO BANKRUPTCY RULES 4001(B) AND (C)


     Upon the motion (the "Motion"), dated June 25, 2002, of Adelphia
Communications Corporation (the "Adelphia") and its affiliated debtors, each as
debtor and debtor-in-possession (collectively, the "Debtors"), in the
above-captioned cases (the "Cases") pursuant to sections 105, 361, 362,
363(c)(2), 364(c)(1), 364(c)(2), 364(c)(3) and 364(d)(1) of title 11 of the
United States Code, 11 U.S.C. ss.ss. 101, et seq. (the "Bankruptcy Code"), and
Rules 2002, 4001 and 9014 of the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules"), seeking, among other things:

     (1) authorization for the Debtors identified on Schedule 1 (the
"Borrowers") to obtain post-petition financing (the "Financing"), and certain
other Debtors (the "Guarantors") to guaranty the Borrowers' obligations in
connection with the Financing on the specific terms and


                                       1
<PAGE>


conditions set forth in the Documents (as defined below), up to the aggregate
principal amount of $1,500,000,000 (the actual available principal amount at any
time being subject to those conditions set forth in the Documents), from
JPMorgan Chase Bank ("JPMC"), acting as Administrative Agent, Citicorp USA, Inc.
("Citicorp") acting as Syndication Agent, J.P. Morgan Securities Inc. and
Salomon Smith Barney Inc. as Joint Bookrunners and Co-Lead Arrangers, and
Citicorp USA, Inc., acting as Collateral Agent (such institutions in such
capacities, the "Agents"), for themselves and a syndicate of financial
institutions (together with the Agents and including the fronting banks for the
letters of credit, the "DIP Lenders");

     (2) the granting of adequate protection to the lenders (the "Pre-Petition
Secured Lenders") under or in connection with those certain (i) credit
agreements listed on Schedule 2 hereof (as heretofore amended, supplemented or
otherwise modified, the "Pre-Petition Credit Agreements"), among the Debtors and
lenders listed therein, the letter of credit issuing bank(s) named therein (as
applicable), and the administrative and collateral agents (as applicable) for
the Pre-Petition Secured Lenders (the "Pre-Petition Agents"), and (ii) pledge
and security agreements executed in connection with the Pre-Petition Credit
Agreements (as heretofore amended, supplemented or otherwise modified, the
"Security Agreements" and, collectively with the Pre-Petition Credit Agreements,
and the mortgages, guarantees and all other documentation executed in connection
therewith, the "Existing Agreements"), whose liens and security interests are
being primed by the Financing;

     (3) authorization for the Debtors to use cash collateral (as such term is
defined in the Bankruptcy Code) in which the Pre-Petition Secured Lenders have
an interest, and the granting of adequate protection to the Pre-Petition Secured
Lenders with respect to, inter alia, such use of


                                       2
<PAGE>


their cash collateral and all use and any resulting diminution in the value of
the Pre-Petition Collateral (as defined below);

      (4) pursuant to Bankruptcy Rule 4001, that an interim hearing (the
"Interim Hearing") on the Motion be held before this Court to consider entry of
the proposed interim order annexed to the Motion (the "Interim Order") (a)
authorizing the Borrowers, on an interim basis, to forthwith borrow or obtain
letters of credit from the DIP Lenders under the Documents up to an aggregate
principal and/or face amount of $500,000,000, (b) authorizing the Debtors' use
of cash collateral, and (c) granting the adequate protection described herein;
and

      (5) that this Court schedule a final hearing (the "Final Hearing") to be
held within 45 days of the entry of the Interim Order to consider entry of a
final order authorizing the balance of the borrowings and letter of credit
issuances under the Documents on a final basis, as set forth in the Motion and
the Documents filed with this Court.

      Due and appropriate notice of the Motion, the relief requested therein and
the Interim Hearing having been served by the Debtors on (i) the Office of the
United States Trustee for the Southern District of New York, (ii) counsel to the
Pre-Petition Agents, (iii) counsel to the DIP Lenders, (iv) counsel to the
Informal Committee (as defined in the Motion), (v) the indenture trustees under
the Notes (as defined in the Motion), (v) to the extent practicable and to the
best of the Debtors' knowledge, the holders of secured claims, liens,
encumbrances and interests with respect to property of the Debtors, (vii) the
Debtors' fifty largest creditors on a consolidated basis, (viii) the District
Director of the Internal Revenue in the Southern District of New York, (ix) the
United States Department of Justice, (x) the Securities and Exchange Commission,
(xi)


                                       3
<PAGE>


the Federal Communications Commission, (xii) counsel to AT&T Broadband LLC
("AT&T") and (xiii) ABIZ (as defined below) (collectively, the "Initial Notice
Parties").

     The Interim Hearing having been held by this Court on June 28, 2002.

     Upon the record of the Interim Hearing and after due deliberation and
consideration and sufficient cause appearing therefor;

      IT IS FOUND, DETERMINED, ORDERED AND ADJUDGED, that:

     1. Jurisdiction. This Court has core jurisdiction over the Cases, this
Motion, and the parties and property affected hereby pursuant to 28
U.S.C.ss.ss.157(b) and 1334.

     2. Notice. Under the circumstances, the notice given by the Debtors of the
Motion and the Interim Hearing constitutes due and sufficient notice thereof and
complies with Rule 4001(c).

     3. Debtors' Stipulations. Without prejudice to the rights of any other
party (but subject to the limitations thereon contained in paragraph 15 below),
the Debtors admit, stipulate and agree that:

     (a) as of the date of the filing of the Debtors' chapter 11 petitions (the
"Petition Date"), the Debtors were, under the Existing Agreements to which they
are party, indebted and liable to the Pre-Petition Secured Lenders in the
approximate aggregate principal amounts set forth on Schedule 2 hereof in
respect of loans made and letters of credit issued, in each case, by the
Pre-Petition Secured Lenders pursuant to, and in accordance with the terms of,
the Existing Agreements, plus interest thereon and fees, expenses and other
obligations incurred in connection therewith as provided in the Existing
Agreements (collectively, the "Pre-Petition Debt");


                                       4
<PAGE>


     (b) the liens and security interests granted to the Pre-Petition Agents
pursuant to the Security Agreements and pursuant to all mortgages, deeds of
trust and other security documents executed by any of the Debtors in favor of
the Pre-Petition Agents (for their benefit and for the benefit of the
Pre-Petition Secured Lenders) in connection with the Existing Agreements, are
(i) valid, perfected, enforceable and, except for certain limited exceptions,
first-priority liens and security interests in the personal and real property
described in the Existing Agreements (the "Pre-Petition Collateral"), and (ii)
subject and subordinate only to (W) the liens and security interests granted to
the Agents (for its benefit and for the benefit of the DIP Lenders) pursuant to
this Order and the Documents (the "DIP Liens"), (X) the Carve Out (as defined
below) to which the DIP Liens are subject, (Y) the Intercompany Liens (as
defined below) and (Z) any valid, perfected and unavoidable liens that are
senior to the liens of the Pre-Petition Agents on the Pre-Petition Collateral;
and

     (c) the aggregate value of the Pre-Petition Collateral held by the
Pre-Petition Secured Lenders to each Borrower Group party to the Existing
Agreements (as defined in the DIP Credit Agreement) substantially exceeds the
aggregate amount of the Pre-Petition Debt owed by such Borrower Group to such
Pre-Petition Secured Lenders.

     4. Findings Regarding the Financing.

     (a) Good cause has been shown for the entry of this Interim Order.

     (b) The Debtors have an immediate need to obtain the Financing and use Cash
Collateral (as defined below) in order to permit, among other things, the
orderly continuation of the operation of their businesses, to maintain business
relationships with vendors, suppliers and customers, to make payroll, to make
capital expenditures, to procure letters of credit and to


                                       5
<PAGE>


satisfy other working capital needs. The ability of the Debtors to obtain
sufficient working capital and liquidity through the use of cash collateral,
incurrence of new indebtedness for borrowed money and other financial
accommodations is vital to the preservation and maintenance of the going concern
values of the Debtors and to a successful reorganization of the Debtors.

     (c) The Debtors are unable to obtain adequate unsecured credit allowable
under section 503(b)(1) of the Bankruptcy Code as an administrative expense, and
a credit facility in the amount and on the terms provided by the Financing is
unavailable to the Debtors without the Debtors granting to the Agents and the
DIP Lenders, subject to the Carve Out, the DIP Liens and the Superpriority
Claims (as defined below).

     (d) The terms of the Financing and the use of Cash Collateral are fair and
reasonable, reflect the Debtors' exercise of prudent business judgment
consistent with their fiduciary duties and are supported by reasonably
equivalent value and fair consideration.

     (e) The Financing has been negotiated in good faith and at arm's-length
between the Debtors, the Agents and the DIP Lenders, and all of the Debtors'
obligations and indebtedness arising under, in respect of or in connection with
the Financing and the Documents, including without limitation, (i) all loans
made to, all guarantees issued by and all letters of credit issued for the
account of, the Debtors pursuant to the Credit and Guaranty Agreement
substantially in the form filed with the Court at or prior to the Interim
Hearing (the "DIP Credit Agreement"), and (ii) any "Obligations" (as defined in
the DIP Credit Agreement), including credit extended in respect of overdrafts
and other depository, treasury, and cash management services and other clearing
services (all of the foregoing in clauses (i) and (ii) collectively, the "DIP
Obligations"),


                                       6
<PAGE>


shall be deemed to have been extended by the DIP Lenders and their affiliates in
good faith, as that term is used in section 364(e) of the Bankruptcy Code.

     (f) The Debtors have requested entry of this Order pursuant to Bankruptcy
Rules 4001(b)(2) and 4001(c)(2). Absent entry of this Order, the Debtors'
estates will be immediately and irreparably harmed. Consummation of the
Financing and the use of Cash Collateral in accordance with this Order and the
Documents is therefore in the best interest of the Debtors' estates.

     5. Authorization of the Financing and the Documents.

     (a) Subject to the Borrowing Limits for each Borrower Group contemplated by
the DIP Credit Agreement, the Borrowers are hereby authorized to borrow and
obtain letters of credit pursuant to the DIP Credit Agreement, and, to the
extent contemplated by the DIP Credit Agreement, the Guarantors are hereby
authorized to guaranty such borrowings and the obligations with respect to such
letters of credit, up to an aggregate principal and/or face amount of
$500,000,000 (plus interest, fees and other expenses provided for in the
Documents), in accordance with the terms of this Order and the Documents, which
shall be used for all purposes permitted under the Documents, including, without
limitation, to provide working capital for the Borrowers and the Guarantors and
to pay interest, fees and expenses in accordance with this Order and the
Documents.(1) In addition to such amounts and obligations, the Debtors are
authorized to incur overdrafts and related liabilities arising from treasury,
depository and cash management services or in connection with any automated
clearing house fund transfers


----------

      1 As provided for in the Documents and below, certain Debtors shall be
jointly and severally liable for all DIP Obligations, and other Debtors shall be
jointly and severally liable for certain DIP Obligations and severally liable
for certain other DIP Obligations.


                                       7
<PAGE>


provided to or for the benefit of the Debtors by any of the DIP Lenders or any
of their affiliates; provided, however, that nothing herein shall require any of
the DIP Lenders or any other party to incur overdrafts or to provide any such
services or functions to the Debtors.

     (b) In furtherance of the foregoing, each Debtor is authorized and directed
to do and perform all acts, to make, execute and deliver all instruments and
documents (including, without limitation, the execution of security agreements,
mortgages and financing statements), and to pay all fees, that may be reasonably
required or necessary for the Debtors' performance of the Financing, including,
without limitation:

     (i) the execution, delivery and performance of the Loan Documents (as
defined in the DIP Credit Agreement) and any exhibits attached thereto,
including, without limitation, the DIP Credit Agreement, the Security and Pledge
Agreement (as defined in the DIP Credit Agreement) substantially in the form
filed with the Court at or prior to the Interim Hearing, and the mortgages
contemplated thereby (collectively, and together with the letter agreement
referred to in clause (iv) below, the "Documents"),

     (ii) the execution, delivery and performance of one or more amendments to
the DIP Credit Agreement for, among other things, the purpose of adding
additional financial institutions as DIP Lenders and reallocating the
commitments for the Financing among the DIP Lenders, in each case in such form
as the Debtors, the Agents, the DIP Lenders and, to the extent provided in the
respective amendments to the limited partnership agreements of Century-TCI
California Communications, L.P., Western NY Cablevision, L.P., and Parnassos
Communications, L.P., AT&T may agree (it being understood that no further
approval of the Court shall be required for amendments to the DIP Credit
Agreement that do not shorten the maturity of the extensions of


                                       8
<PAGE>


credit thereunder, alter the several nature of the DIP Obligations under the DIP
Credit Agreement as contemplated by paragraph 6(b) of this Order, or increase
the aggregate commitments, the rate of interest or the letter of credit fees
payable thereunder),

     (iii) the non-refundable payment to the Agents or the DIP Lenders, as the
case may be, of the fees referred to in the DIP Credit Agreement (and in the
separate letter agreement dated June 19, 2002 referred to in the DIP Credit
Agreement between certain of the Borrowers and the Agents) and such Letter of
Credit Fees, Commitment Fee (each as defined in the Documents) and reasonable
costs and expenses as may be due from time to time, including, without
limitation, fees and expenses of the professionals retained as provided for in
the Documents, and

     (iv) the performance of all other acts required under or in connection with
the Documents.

     (c) Upon execution and delivery of the Documents, the Documents shall
constitute valid and binding obligations of the Debtors, enforceable against
each Debtor party thereto in accordance with the terms of the Documents. No
obligation, payment, transfer or grant of security under the Documents or this
Order shall be stayed, restrained, voidable, or recoverable under the Bankruptcy
Code or under any applicable law, or subject to any defense, reduction, setoff
or counterclaim.

     6. Superpriority Claims.

     (a) Pursuant to section 364(c)(1) of the Bankruptcy Code, the DIP
Obligations for which each Debtor is liable under the Documents shall constitute
obligations of such Debtor with priority over any and all administrative
expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy
Code, and over any and all administrative expenses or other claims


                                       9
<PAGE>


under sections 105, 326, 328, 330, 331, 506(c), 507(a) or 726 of the Bankruptcy
Code (the "Superpriority Claims"), subject only to the payment of the Carve Out.

     (b) For the avoidance of doubt, the DIP Obligations of each Joint and
Several Loan Party in any Joint and Several Borrower Group (each as defined in
the DIP Credit Agreement) shall be joint and several within such Joint and
Several Borrower Group as well as all other Joint and Several Borrower Groups
and all Several Borrower Groups. The DIP Obligations of each Several Loan Party
in any Several Borrower Group (each as defined in the DIP Credit Agreement)
shall be joint and several within such Several Borrower Group and several as to
any other Borrower Group.

     (c) For purposes hereof, the "Carve Out" means (i) all fees required to be
paid to the Clerk of the Bankruptcy Court and to the Office of the United States
Trustee under section 1930(a) of title 28 of the United States Code and (ii) an
amount not exceeding $15,000,000 in the aggregate with respect to all Loan
Parties, which amount may be used after the occurrence and during the
continuance of an Event of Default (as defined in the DIP Credit Agreement), to
pay fees or expenses incurred by Loan Parties and any statutory committees
appointed in the Cases (each, a "Committee") in respect of (X) allowances of
compensation for services rendered or reimbursement of expenses awarded by the
Bankruptcy Court to the Loan Parties' or any Committee's professionals and (Y)
the reimbursement of expenses allowed by the Bankruptcy Court incurred by
Committee members in the performance of their duties (but excluding fees and
expenses of third-party professionals employed by such members), and of which
amount up to $750,000 may be applied towards the reasonable fees and
disbursements of a Chapter 7 trustee in any liquidation of a Loan Party pursuant
to Chapter 7 of the Bankruptcy Court, pursuant to


                                       10
<PAGE>


Section 726 of the Bankruptcy Code; provided, however, that the dollar
limitation in this clause 6(b)(ii) on fees and disbursements shall not be
reduced by the amount of any compensation or reimbursement of expenses paid
prior to the occurrence of an Event of Default in respect of which the Carve Out
is invoked or any fees, expenses, indemnities or other amounts paid to the
Agents, any Fronting Bank or any DIP Lender and their respective attorneys and
agents under any Loan Documents or otherwise; and provided, further, that
nothing herein shall be construed to impair the ability of any party to object
to any of the fees, expenses, reimbursement or compensation described in clauses
(X) and (Y) above, and provided, further, that cash in the Letter of Credit
Account (as defined in the DIP Credit Agreement) shall not be subject to the
Carve Out.

     7. DIP Liens. With respect to every Debtor, as security for such Debtor's
DIP Obligations as provided for under the Documents, effective and perfected
upon the date of this Order and without the necessity of the execution by such
Debtor of mortgages, security agreements, pledge agreements, financing
statements or other similar documents, the following security interests and
liens are hereby granted by such Debtor to the Agents for their own benefit and
the benefit of the DIP Lenders (all property identified in clauses (a), (b) and
(c) below being collectively referred to as the "Collateral"), subject (i) to
any exclusions expressly provided for in the Documents and (ii) only in the
event of the occurrence and during the continuance of an Event of Default, to
the payment of the Carve Out:

     (a) First Lien on Unencumbered Cash Balances and Unencumbered Property.
Pursuant to section 364(c)(2) of the Bankruptcy Code, the Agents are hereby
granted (for their own benefit and the benefit of the DIP Lenders) a perfected
first priority senior security interest in and


                                       11
<PAGE>


lien upon all pre- and post-petition property of such Debtor, whether existing
on the Petition Date or thereafter acquired, that, on or as of the Petition Date
is not subject to valid, perfected and non-avoidable liens or are not subject to
liens perfected subsequent to the Petition Date the priority and perfection of
which relates back to a date prior to the Petition Date as permitted by section
546(b) of the Bankruptcy Code and, to the extent applicable, section 362(b)(18)
of the Bankruptcy Code (collectively, "Unencumbered Property"), including
without limitation, all cash and cash collateral of such Debtor (whether
maintained with the Agents or otherwise) and any investment of funds (including,
without limitation, Intercompany Claims (as defined below)), inventory, accounts
receivable, other rights to payment whether arising before or after the Petition
Date, contracts, properties, plants, equipment, general intangibles, documents,
instruments, interests in leaseholds, real properties, patents, copyrights,
trademarks, trade names, other intellectual property, capital stock of
subsidiaries (but only to the extent of 2/3 of the capital stock with respect to
foreign subsidiaries), and the proceeds of all the foregoing; provided, however,
that (a) in the case of each Holding Company Guarantor (as defined in the DIP
Credit Agreement), the DIP Obligations of such Holding Company Guarantor shall
be secured solely by all cash, cash collateral and investments of funds
(including, without limitation, Intercompany Claims) and by any equity interests
in direct subsidiaries owned by each such Holding Company Guarantor, and (b) no
such lien shall be deemed granted pursuant to this decretal paragraph on (i) any
franchise or other similar agreement or license if the granting of such lien
would result in the Debtors' forfeiture of rights under such agreement or
license, in which case the lien shall in any event extend to the proceeds of
such agreement or license, or (ii) any Equity Interest or Investment Property
(each as defined in the DIP Credit Agreement) as and


                                       12
<PAGE>


to the extent that the holder of such Equity Interest or Investment Property is
prohibited or otherwise restricted in the granting of a security interest with
respect to such Equity Interest or Investment Property, as applicable, whether
by the organizational documents relating to the entity to which such Equity
Interest or Investment Property relates, securityholders' agreement or otherwise
(to the extent any such restriction is enforceable), in which case the lien
shall in any event extend to the proceeds of such Equity Interest or Investment
Property including, without limitation, dividends or other distributions.
Unencumbered Property shall exclude the Debtors' claims and causes of action
under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or any
other avoidance actions under the Bankruptcy Code (collectively, "Avoidance
Actions"), but shall include any proceeds or property recovered, unencumbered or
otherwise the subject of successful Avoidance Actions ("Avoidance Proceeds").

     (b) Liens Priming Pre-Petition Secured Lenders' Liens. Pursuant to section
364(d)(1) of the Bankruptcy Code, the Agents (for their own benefit and the
benefit of the DIP Lenders) are hereby granted a perfected first priority senior
priming security interest in and lien upon all pre- and post-petition property
of such Debtor (including, without limitation, cash collateral, inventory,
accounts receivable, other rights to payment whether arising before or after the
Petition Date, contracts, properties, plants, equipment, general intangibles,
documents, instruments, interests in leaseholds, real properties, patents,
copyrights, trademarks, trade names, other intellectual property, capital stock
of subsidiaries, and the proceeds of all the foregoing), whether now existing or
hereafter acquired, that is subject to the existing liens presently securing the
Pre-Petition Debt (including in respect of issued but undrawn letters of credit)
of such Debtor. Such security interests and liens shall be senior in all
respects to the interests in such


                                       13
<PAGE>


property of the Pre-Petition Secured Lenders of such Debtor arising from current
and future liens of the Pre-Petition Secured Lenders of such Debtor (including,
without limitation, adequate protection liens granted hereunder), but shall not
be senior to any valid, perfected and unavoidable interests of other parties
arising out of liens, if any, on such property existing immediately prior to the
Petition Date, or to any valid, perfected and unavoidable interests in such
property arising out of liens to which the liens of such Pre-Petition Secured
Lenders become subject subsequent to the Petition Date the priority and
perfection of which relates back to a date prior to the Petition Date as
permitted by section 546(b) of the Bankruptcy Code and, to the extent
applicable, section 362(b)(18) of the Bankruptcy Code; provided, however, that
in the case of each Holding Company Guarantor (as defined in the DIP Credit
Agreement) the DIP Obligations thereof shall be secured solely by all cash, cash
collateral and investment of funds (including, without limitation, Intercompany
Claims) and by any equity interests in direct subsidiaries owned by each such
Holding Company Guarantor.

     (c) Liens Junior to Certain Other Liens. Pursuant to section 364(c)(3) of
the Bankruptcy Code, the Agents (for their own benefit and the benefit of the
DIP Lenders) are hereby granted perfected security interests in and liens upon
all pre- and post-petition property of such Debtor (other than the property
described in clauses (a) or (b) of this paragraph 7, as to which the liens and
security interests in favor of the Agents will be as described in such clauses),
whether now existing or hereafter acquired, that is subject to valid, perfected
and unavoidable liens in existence immediately prior to the Petition Date or to
valid and unavoidable liens in existence immediately prior to the Petition Date
that are perfected subsequent to the Petition Date the priority and perfection
of which relates back to a date prior to the Petition Date as permitted by


                                       14
<PAGE>


section 546(b) of the Bankruptcy Code and, to the extent applicable, section
362(b)(18) of the Bankruptcy Code, which security interests and liens are junior
to such valid, perfected and unavoidable liens; provided, however, that in the
case of each Holding Company Guarantor (as defined in the DIP Credit Agreement)
the DIP Obligations thereof shall be secured by all cash, cash collateral and
investment of funds (including, without limitation, Intercompany Claims) and by
any equity interests in direct subsidiaries owned by each such Holding Company
Guarantor.

     (d) Liens Senior to Certain Other Liens. The DIP Liens, the Intercompany
Liens (as defined below) and, subject to further order of the Court, the
Adequate Protection Liens (as defined below) shall not be subject or subordinate
to (i) any lien or security interest that is avoided and preserved for the
benefit of the Debtors and their estates under section 551 of the Bankruptcy
Code or (ii) any liens arising after the Petition Date (other than any valid,
perfected and unavoidable liens that are expressly permitted under the DIP
Credit Agreement to exist and be senior to the liens securing the Financing (the
"DIP Permitted Liens")) including, without limitation, any liens or security
interests granted in favor of any federal, state, municipal or other
governmental unit, commission, board or court for any liability of the Debtors.

     8. Protection of DIP Lenders' Rights.

     (a) So long as there are any borrowings or letters of credit outstanding,
or the DIP Lenders have any Commitment (as defined in the DIP Credit Agreement)
under the DIP Credit Agreement, the Pre-Petition Agents and Pre-Petition Secured
Lenders shall take no action to foreclose upon the liens granted thereto
pursuant to the Existing Agreements or this Order, or otherwise exercise
remedies against any Collateral of the Debtors or their subsidiaries, except to
the extent authorized by an order of this Court.


                                       15
<PAGE>


     (b) The automatic stay provisions of section 362 of the Bankruptcy Code are
vacated and modified (i) to permit the Agents and the DIP Lenders to exercise,
upon the occurrence of an Event of Default, all rights and remedies under the
Documents other than those rights and remedies against the Collateral and (ii)
to the extent necessary to permit the Agents and the DIP Lenders to exercise,
upon the occurrence and during the continuance of an Event of Default and the
giving of notice to the extent provided for in the DIP Credit Agreement, all
rights and remedies against the Collateral provided for in the Documents
(including, without limitation, the right to setoff monies of any Debtor in
accounts maintained with the Agents or any DIP Lender against such Debtor's DIP
Obligations); provided, that, notwithstanding anything to the contrary contained
herein or in the Documents, no less than five days prior written notice shall
first be provided to counsel to the Debtors, counsel to any official committee
appointed in these cases, counsel to AT&T and the United States Trustee prior to
the exercise of any such setoff rights by the Agents or any DIP Lender. In any
hearing regarding any exercise of rights or remedies, the only issue that may be
raised by any party in opposition thereto shall be whether, in fact, an Event of
Default has occurred and is continuing, and the Debtors and the Pre-Petition
Secured Lenders hereby waive their right to seek relief, including, without
limitation, under section 105 of the Bankruptcy Code, to the extent such relief
would in any way impair or restrict the rights and remedies of the Agents or the
DIP lenders set forth in this Order or the Documents. In no event shall the
Agents, the DIP Lenders, the Pre-Petition Agents or the Pre-Petition Secured
Lenders be subject to the equitable doctrine of "marshaling" or any similar
doctrine with respect to the Collateral.


                                       16
<PAGE>


     9. The Cash Collateral. To the extent any funds were on deposit with the
Pre-Petition Secured Lenders as of the Petition Date, such funds may be subject
to rights of setoff. By virtue of any such setoff rights or security interests
therein, such funds may be subject to a lien in favor of such Pre-Petition
Secured Lenders pursuant to sections 506(a) and 553 of the Bankruptcy Code. The
Pre-Petition Secured Lenders are obligated, to the extent provided in the
Existing Agreements, to share the benefit of such liens with the other
Pre-Petition Secured Lenders party to such Existing Agreements based upon their
respective pro rata shares of the obligations under such Existing Agreements.
Some or all proceeds of the Pre-Petition Collateral (including funds on deposit
at the Pre-Petition Secured Lenders or at any other institution as of the
Petition Date) may constitute cash collateral of the Pre-Petition Secured
Lenders within the meaning of section 363(a) of the Bankruptcy Code. All funds
subject to such setoff rights and all such proceeds of Pre-Petition Collateral
are referred to herein as "Cash Collateral."

     10. Use of Cash Collateral. The Debtors are hereby authorized to use all
Cash Collateral of the Pre-Petition Secured Lenders, and Pre-Petition Secured
Lenders are directed promptly to turn over to the Debtors all Cash Collateral
received or held by them, provided that the Pre-Petition Secured Lenders are
granted adequate protection as hereinafter set forth. The Debtors' right to use
Cash Collateral shall terminate automatically on the Termination Date (as
defined in the DIP Credit Agreement). In addition, if the Borrowers voluntarily
terminate the Commitment prior to the Maturity Date (as each such term is
defined in the DIP Credit Agreement) and all the DIP Obligations have been
indefeasibly paid and satisfied in full, unless otherwise ordered by the Court,
the Debtors shall, for the benefit of the Pre-Petition Secured Lenders, continue
to comply with the requirements of Articles 5 and 6 of the DIP Credit


                                       17
<PAGE>


Agreement and, upon any failure by the Debtors to observe any such requirement
or upon the occurrence of any event that would have constituted an Event of
Default under the DIP Credit Agreement prior to the termination of the
Commitment, the Pre-Petition Agents on behalf of the Pre-Petition Secured
Lenders shall have the immediate right to terminate the Debtors' right to use
Cash Collateral of the Pre-Petition Secured Lenders.

     11. Adequate Protection. The Pre-Petition Secured Lenders are entitled,
pursuant to sections 361, 363(e) and 364(d)(1) of the Bankruptcy Code, to
adequate protection of their interest in the Pre-Petition Collateral, including
the Cash Collateral, for and equal in amount to the aggregate diminution in
value of the Pre-Petition Secured Lenders' interests in the Pre-Petition
Collateral, including, without limitation, any such diminution resulting from
(i) the sale, lease or use by the Debtors (or other decline in value) of Cash
Collateral and any other Pre-Petition Collateral, (ii) the priming of the
respective Pre-Petition Agents' security interests and liens in the Pre-Petition
Collateral by the Agents and the DIP Lenders pursuant to the Documents and this
Order, and (iii) the imposition of the automatic stay pursuant to section 362 of
the Bankruptcy Code. As adequate protection, the Pre-Petition Agents and the
Pre-Petition Secured Lenders are hereby granted the following (collectively, the
"Adequate Protection Obligations") as to each individual Loan Party, with each
Loan Party being severally and exclusively liable for its own Adequate
Protection Liens (as defined below) and other Adequate Protection Obligations:

     (a) Adequate Protection Liens. The Pre-Petition Agent for the Pre-Petition
Secured Lenders to each Borrower Group (for its own benefit and the benefit of
such Pre-Petition Secured Lenders) is hereby granted (effective and perfected
upon the date of this Order and


                                       18
<PAGE>


without the necessity of the execution by the Debtors of mortgages, security
agreements, pledge agreements, financing statements or other agreements) a
security interest in and lien upon all the Collateral of the Loan Parties in
such Borrower Group other than Avoidance Proceeds, subject and subordinate only
to (i) the security interests and liens granted to the Agents for the benefit of
the DIP Lenders in this Order and pursuant to the Documents and any liens on the
Collateral to which such liens so granted to the Agents are junior, (ii) the
Intercompany Liens, (iii) the Carve Out, and (iv) DIP Permitted Liens (the
"Adequate Protection Liens");

     (b) Section 507(b) Claim. The Pre-Petition Agent for the Pre-Petition
Secured Lenders to each Borrower Group and such Pre-Petition Secured Lenders are
hereby granted, subject to the payment of the Carve Out, a Superpriority Claim
as provided for in section 507(b) of the Bankruptcy Code as to each Loan Party
on a joint and several basis in such Borrower Group, immediately junior to (i)
the claims under section 364(c)(1) of the Bankruptcy Code held by the Agents and
the DIP Lenders and (ii) the Intercompany Claims (as defined below);

     (c) Interest, Fees and Expenses. The Pre-Petition Agents shall receive from
the Debtors (i) immediate cash payment of all accrued and unpaid interest on the
Pre-Petition Debt and letter of credit fees at the non-default contract rates
provided for in the Existing Agreements, and all other accrued and unpaid fees
and disbursements owing to the Pre-Petition Agents under the Existing Agreements
and incurred prior to the Petition Date, (ii) current monthly cash payments,
without the necessity of filing fee applications, of all fees and expenses
payable to the Pre-Petition Agents under the Existing Agreements, including, but
not limited to, the reasonable fees and disbursements of counsel, financial and
other consultants for the Pre-Petition Agents and (iii) on the first business
day of each month, all accrued but unpaid interest on the Pre-Petition Debt


                                       19
<PAGE>


at the appropriate base rate plus the margin applicable as of the day
immediately prior to the Petition Date, and letter of credit and other fees, all
at the non-default contract rates provided for under the Existing Agreements
(with the right to receive default contract rate interest deemed expressly
waived hereby to the extent interest is currently paid as provided above);
provided, that, as additional adequate protection consideration for the
agreement of the Pre-Petition Secured Lenders under the Frontier Credit
Agreement (as defined in the Motion) to consent to the priming of their liens
and the use of their Cash Collateral, the payment required by clause (iii) of
this paragraph shall be determined by applying the appropriate base rate plus
applicable margin plus 40 basis points.

     (d) Monitoring of Collateral. The Pre-Petition Secured Agents, as a group,
shall be permitted to jointly retain expert consultants and financial advisors
at the expense of the Debtors in the relevant Borrower Groups, which consultants
and advisors shall be given reasonable access for purposes of monitoring the
business of the Debtors and the value of the Collateral;

     (e) Payment from Proceeds of Collateral. Any Net Proceeds (as defined in
the DIP Credit Agreement) received by a Loan Party in any Borrower Group shall
be applied as set forth in the DIP Credit Agreement; and

     (f) Limitation on Charging Expenses Against Collateral. Except to the
extent of the Carve Out, no expenses of administration of the Cases or any
future proceeding that may result therefrom, including liquidation in bankruptcy
or other proceedings under the Bankruptcy Code, shall be charged against or
recovered from the Collateral pursuant to section 506(c) of the Bankruptcy Code
or any similar principle of law, without the prior written consent of the Agents
and/or the Pre-Petition Agents, as the case may be, and no such consent shall be
implied from


                                       20
<PAGE>


any other action, inaction, or acquiescence by the Agents, the DIP Lenders, the
Pre-Petition Agents or the Pre-Petition Secured Lenders.

     (g) Cash Management Protocol and Other Adequate Protection Provisions. As
additional adequate protection of the interest of the Pre-Petition Secured
Lenders in the Pre-Petition Collateral and the protection of the ownership
interests of AT&T in certain of the Debtors, including any receivables
collections that may be concentrated for use generally in the Debtors'
consolidated cash management system, subject to the rights and remedies of the
Agents and the DIP Lenders, as contemplated by the Financing and by this Order,
(i) the protocol and provisions outlined in Schedule 3 hereto shall govern the
treatment of Post-Petition Intercompany Advances and Intercompany Claims (each
as defined in paragraph 17 below) among Borrower Groups, and (ii) the additional
adequate protection and other provisions specified in Schedule 3 (collectively,
the "Cash Management Protocol") shall be implemented and followed by the
Debtors.

     12. Reservation of Rights of Pre-Petition Secured Lenders. Under the
circumstances and given that the above-described adequate protection is
consistent with the Bankruptcy Code, including section 506(b) thereof, the Court
finds that the adequate protection provided herein is reasonable and sufficient
to protect the interests of the Pre-Petition Secured Lenders in each Borrower
Group. However, the Pre-Petition Agent and the Pre-Petition Secured Lenders in
any Borrower Group may request further or different adequate protection, and the
Debtors or any other party may contest any such request. Moreover, nothing
contained in this Order (including, without limitation, the authorization of the
use of Cash Collateral) shall impair or modify the right of any Pre-Petition
Secured Lender or DIP Lender that is a party to a swap agreement,


                                       21
<PAGE>


securities contract, commodity contract, forward contract or repurchase
agreement with a Debtor to assert rights of setoff or other rights with respect
thereto as permitted by law (or the right of the Debtors to contest such
assertions).

     13. Perfection of DIP Liens and Adequate Protection Liens. The Agents, the
DIP Lenders, the Borrower Groups entitled to the benefit of Intercompany Liens,
the Pre-Petition Agents and the Pre-Petition Secured Lenders are hereby
authorized, but not required, to file or record financing statements, mortgages,
notices of lien or similar instruments in any jurisdiction or take any other
action in order to validate and perfect the liens and security interests granted
to them hereunder. Whether or not the Agents on behalf of the DIP Lenders, the
Borrower Groups entitled to the benefit of Intercompany Liens, or the
Pre-Petition Agents on behalf of the Pre-Petition Secured Lenders shall, in
their sole discretion, choose to file such financing statements, mortgages,
notices of lien or similar instruments or otherwise confirm perfection of the
liens and security interests granted to them hereunder, such liens and security
interests shall be deemed valid and perfected at the time and on the date of
entry of this Order. The Pre-Petition Agents and Pre-Petition Secured Lenders
shall not file any such financing statements, mortgages, notices of lien or
similar instruments, or otherwise confirm perfection of the security interests
and liens granted thereto hereunder, unless the Agents on behalf of the DIP
Lenders shall theretofore have done so and shall further consent to the
Pre-Petition Agents and Pre-Petition Secured Lenders doing so. Upon the request
of the Agents, each of the Pre-Petition Agents and Pre-Petition Secured Lenders,
without any further consent of any party, is authorized to take, execute and
deliver such instruments (in each case without representation or warranty of any
kind) to enable the Agents to further validate, perfect, preserve and enforce
DIP Liens.


                                       22
<PAGE>


     14. Preservation of Rights Granted Under the Order.

     (a) Except as to the DIP Permitted Liens, no claim or lien having a
priority superior to or pari passu with those granted by this Order to the
Agents and the DIP Lenders or as an Intercompany Lien or, subject to further
order of the Court, to the Pre-Petition Agents and the Pre-Petition Secured
Lenders, respectively, shall be granted or allowed with respect to any Loan
Party while any portion of the Financing (or any refinancing thereof) or the
Commitments thereunder or the DIP Obligations, the Intercompany Claims (as
defined below) or the Adequate Protection Obligations remain outstanding, and
the DIP Liens the Intercompany Liens and, subject to further order of the Court,
the Adequate Protection Liens with respect to such Loan Party shall not be (i)
subject or junior to any lien or security interest that is avoided and preserved
for the benefit of the Debtors' estates under section 551 of the Bankruptcy Code
or (ii) subordinated to or made pari passu with any other lien or security
interest, whether under section 364(d) of the Bankruptcy Code or otherwise.

     (b) Unless all DIP Obligations shall have been paid in full (and, with
respect to outstanding letters of credit issued pursuant to the DIP Credit
Agreement, cash collateralized in accordance with the provisions of the DIP
Credit Agreement) and the Intercompany Claims and the Adequate Protection
Obligations shall have been paid in full, the Debtors shall not seek, and it
shall constitute an Event of Default and a termination of the right to use Cash
Collateral if any of the Debtors seek, or if there is entered, an order
dismissing any of the Cases. If an order dismissing any of the Cases under
section 1112 of the Bankruptcy Code or otherwise is at any time entered, such
order shall provide (in accordance with sections 105 and 349 of the Bankruptcy
Code) that (i) the Superpriority Claims, priming liens, security interests and


                                       23
<PAGE>


replacement security interests granted to the Agents and the Pre-Petition Agents
and on account of Intercompany Claims pursuant to this Order shall continue in
full force and effect and shall maintain their priorities as provided in this
Order until all DIP Obligations, Intercompany Claims and Adequate Protection
Obligations shall have been paid and satisfied in full (and that such
Superpriority Claims, priming liens and replacement security interests, shall,
notwithstanding such dismissal, remain binding on all parties in interest) and
(ii) this Court shall retain jurisdiction notwithstanding such dismissal, for
the purposes of enforcing the claims, liens and security interests referred to
in (i) above.

     (c) If any or all of the provisions of this Order are hereafter reversed,
modified, vacated or stayed, such reversal, stay, modification or vacation shall
not affect (i) the validity of any DIP Obligations, Intercompany Claims or
Adequate Protection Obligations incurred prior to the actual receipt of written
notice by the Agents, Advancing Loan Parties (as defined below) or Pre-Petition
Agents, as applicable, of the effective date of such reversal, stay,
modification or vacation or (ii) the validity or enforceability of any lien or
priority authorized or created hereby or pursuant to the DIP Credit Agreement
with respect to any DIP Obligations, Intercompany Claims or Adequate Protection
Obligations. Notwithstanding any such reversal, stay, modification or vacation,
any use of Cash Collateral, DIP Obligations, Intercompany Claims or Adequate
Protection Obligations incurred by a Debtor to the Agents, the DIP Lenders, an
Advancing Loan Party, the Pre-Petition Agents or the Pre-Petition Secured
Lenders prior to the actual receipt of written notice by the Agents, and
Advancing Loan Party and Pre-Petition Agents of the effective date of such
reversal, stay, modification or vacation shall be governed in all respects by
the original provisions of this Order, and the Agents, DIP Lenders, Advancing


                                       24
<PAGE>


Loan Parties, Pre-Petition Agents and Pre-Petition Secured Lenders shall be
entitled to all the rights, remedies, privileges and benefits granted in this
Order and/or pursuant to the Documents with respect to all uses of Cash
Collateral, DIP Obligations, Intercompany Claims and Adequate Protection
Obligations.

     (d) The obligations of the Debtors to the Agents and the DIP Lenders under
this Order and the Documents shall not be discharged by the entry of an order
confirming a plan of reorganization in any of the Cases and, pursuant to section
1141(d)(4) of the Bankruptcy Code, the Debtors have waived such discharge.

     15. Effect of Stipulations on Third Parties; Bar Date to Commence Action.
The stipulations and admissions contained in this Order, including, without
limitation, in paragraph 3 of this Order, shall be binding upon the Debtors in
all circumstances and shall be binding upon all other parties in interest,
including, without limitation, any Committee, other than (a) a party in interest
(including the Debtors, except with respect to the stipulations and admissions
contained in paragraph 3 of this Order) who has timely filed an adversary
proceeding or contested matter (subject to the limitations contained herein,
including, inter alia, in paragraph 16) by no later than the date that is 90
days after the formation of the Official Committee of Unsecured Creditors in the
Cases (or such later date as has been agreed to, in writing, by a Pre-Petition
Agent in its sole discretion (with respect to the Existing Agreements under
which it acts as Pre-Petition Agent) or ordered by this Court after notice and a
hearing for cause shown), (i) challenging the validity, enforceability, priority
or extent of the Pre-Petition Debt or the Pre-Petition Agent's or the
Pre-Petition Secured Lenders' liens on the Pre-Petition Collateral or (ii)
otherwise asserting any claims or causes of action against the Pre-Petition
Agents or the Pre-Petition Secured Lenders,


                                       25
<PAGE>


and (b) who obtains a final order in favor of the plaintiff sustaining any such
challenge or claim in any such timely filed adversary proceeding or contested
matter. If no such adversary proceeding or contested matter is timely filed, (x)
the Pre-Petition Debt and all related obligations of the Debtors (the
"Pre-Petition Obligations") shall constitute allowed claims, not subject to
counterclaim, setoff, subordination, recharacterization, defense or avoidance,
for all purposes in the Cases and any subsequent chapter 7 cases, (y) the
Pre-Petition Agent's and the Pre-Petition Secured Lenders' liens on the
Pre-Petition Collateral shall be deemed to have been, as of the Petition Date,
legal, valid, binding and perfected, not subject to recharacterization,
subordination or avoidance and (z) the Pre-Petition Obligations, the
Pre-Petition Agent's and the Pre-Petition Secured Lenders' liens on the
Pre-Petition Collateral and the Pre-Petition Agents and the Pre-Petition Secured
Lenders shall not be subject to any other or further challenge by any party in
interest seeking to exercise the rights of the Debtors' estates, including,
without limitation, any successor thereto (including, without limitation, any
chapter 7 or 11 trustee appointed or elected for any of the Debtors), and any
claims, causes of action, defenses and setoffs, whether arising under the
Bankruptcy Code or otherwise, against the Pre-Petition Agents and the
Pre-Petition Secured Lenders, and their respective affiliates, agents, officers,
directors and employees, arising out of or relating to the Existing Agreements
shall be deemed waived and released. If any such adversary proceeding or
contested matter is timely filed, the stipulations and admissions contained in
paragraph 3 and the other relief described in the preceding sentence shall be
effective except and solely with respect to the party challenging such
stipulations, terms, admissions and relief, to the extent that such findings,
admissions and relief were expressly challenged in such adversary proceeding or
contested matter; provided, that, any official


                                       26
<PAGE>


committee appointed in these cases shall have the right to request that it be
granted standing by the Court under applicable law to challenge such
stipulations, terms, admissions and relief and to bring claims belonging to the
Debtors and their estates.

     16. Limitation on Use of Financing Proceeds and Collateral. Notwithstanding
anything herein to the contrary, no borrowings, letters of credit, Cash
Collateral, Collateral or the Carve Out may be used to (a) object, contest or
raise any defense to, the validity, perfection, priority, extent or
enforceability of any amount due under the Documents or the Existing Agreements,
or the liens or claims granted under this Order, the Documents or the Existing
Agreements; provided, however, that such limitation shall not apply to the costs
of investigation whether any such objection, contest or defense may be brought
or asserted, (b) assert any claims, counterclaims, defenses or causes of action
against the Agents, the DIP Lenders, the Pre-Petition Agents or the Pre-Petition
Secured Lenders or their respective affiliates, (c) prevent, hinder or otherwise
delay the Agent's or the Pre-Petition Agent's assertion, enforcement or
realization on the Cash Collateral or the Collateral in accordance with the
Documents, the Existing Agreements or this Order or (d) seek to modify any of
the rights granted to the Agents, the DIP Lenders, the Pre-Petition Agents or
the Pre-Petition Secured Lenders hereunder or under the Documents or the
Existing Agreements, in each of the foregoing cases without such parties' prior
written consent.

     17. Junior Superpriority and Secured Status for Post-Petition Intercompany
Claims. Without limiting the liability of each of the Loan Parties for the DIP
Obligations or the rights and remedies of the Agents and the DIP Lenders as
provided for herein and in the Documents, the Debtors shall comply with the
terms and conditions of the Cash Management Protocol. Pursuant


                                       27
<PAGE>


to the Cash Management Order, the Debtors are permitted to make certain
intercompany advances after the Petition Date (the "Post-Petition Intercompany
Advances"). Such Post-Petition Intercompany Advances shall not exceed the amount
thereof permitted under the DIP Credit Agreement. To the extent a Loan Party has
any obligation to repay a Post-Petition Intercompany Advance (the "Benefiting
Loan Party" in respect thereof), the Loan Party that made such advance (the
"Advancing Loan Party" in respect thereof) shall have a superpriority
administrative claim against the Benefiting Loan Party (an "Intercompany Claim")
under section 364(c)(1) of the Bankruptcy Code of the type described in
paragraph 6(a) of this Order in respect of its rights to repayment of such
advance plus any interest earned thereon, secured by a lien of the type
described in paragraph 7 of this Order on all the assets of the Benefiting Loan
Party (an "Intercompany Lien") that secure the DIP Obligations, in each case
subject and subordinate only to the DIP Obligations, the liens securing the DIP
Obligations and indefeasible payment in full of the DIP Obligations, the
Carve-Out, and valid and unavoidable Permitted Liens (as defined in the DIP
Credit Agreement), and senior to all Adequate Protection Obligations; provided
that, except as set forth in the next sentence of this paragraph, until the DIP
Obligations (including, without limitation, in respect of any letters of credit)
are indefeasibly paid and extinguished in full (i) the Advancing Loan Party
shall forbear from exercising, and shall not be entitled to exercise, any right
or remedy relating to any Intercompany Lien or Intercompany Claim including,
without limitation, seeking relief from the automatic stay, or seeking any sale,
foreclosure, realization upon or repossession or liquidation of any property of
another Debtor, or taking any position with respect to any disposition of the
property, the business operations, or the reorganization of another Debtor that
could reasonably be expected to interfere with or adversely affect the ability


                                       28
<PAGE>


of the Agents or the DIP Lenders to exercise any right or remedy or obtain
satisfaction in full of the DIP Obligations of such Debtor; and (ii) the Agents
shall have the exclusive right to manage, perform and enforce all such rights
and remedies described in the preceding clause (i), and under the Documents and
the Advancing Loan Party shall immediately, upon the request of the Agents,
release and terminate its Intercompany Lien, to the extent that the property
subject to such Intercompany Lien is sold or otherwise disposed of by the Agents
or the other Debtors, in the case of each of clauses (i) or (ii) above or the
Documents, and provided further, that with respect to the effect of Intercompany
Liens on any sale of property by the Debtors, (i) the Debtors may sell property,
in accordance with Section 363 of the Bankruptcy Code, free and clear of any
Intercompany Lien with such lien attaching to the proceeds of sale in the same
priority as existed in respect of the property sold (without prejudice to any
rights of the Pre-Petition Secured Lenders or any other party in interest to
object to any such sale on any other grounds), subject to the applicable rights
and remedies of the Agents and the DIP Lenders, (ii) the provisions of Section
363(k) of the Bankruptcy Code shall not apply and (iii) in no event shall the
Agents be subject to the doctrine of "marshaling" or similar equitable doctrine.
Notwithstanding the first proviso of the preceding sentence, in the event any
Debtors fails to timely repay any Intercompany Claim in accordance with the Cash
Management Protocol, (x) if the event of default arising therefrom is waived by
the DIP Lenders, any party in interest in the Case of the Advancing Loan Party
shall be entitled to seek relief from the Court to compel compliance with the
Cash Management Protocol, and (y) the Advancing Loan Party shall not be
compelled to make further advances to the Benefiting Loan Party for so long as
the Benefiting Loan Party remains in default with respect to its repayment
obligation.


                                       29
<PAGE>


     18. ABIZ. Nothing in this Order or under the Documents shall be construed
to prevent Adelphia from entering into any Subordination and Intercreditor
Arrangements with respect to the debtor-in-possession loan extended by Adelphia
to Adelphia Business Solutions, Inc. ("ABIZ") and its direct and indirect
subsidiaries as may be necessary or desirable to permit ABIZ and its direct and
indirect subsidiaries to obtain additional debtor-in-possession financing.

     19. Order Governs. In the event of any inconsistency between the provisions
of this Order and the Documents, the provisions of this Order shall govern.

     20. Binding Effect; Successors and Assigns. The Documents and the
provisions of this Order shall be binding upon all parties in interest in these
Cases, including, without limitation, the Agents, the DIP Lenders, the
Pre-Petition Agents, the Pre-Petition Secured Lenders and the Debtors and their
respective successors and assigns (including any chapter 7 or chapter 11 trustee
hereinafter appointed or elected for the estate of any of the Debtors) and shall
inure to the benefit of the Agents, the DIP Lenders, the Advancing Loan Parties,
the Pre-Petition Agents, the Pre-Petition Secured Lenders and the Debtors and
their respective successors and assigns.

     21. Final Hearing. The Final Hearing is scheduled for August 9, 2002 at
9:45 a.m. before this Court.

     The Debtors shall , within five business days of entry hereof, mail copies
of this Order to (i) the Initial Notice Parties, (ii) the attorneys generals in
the states in which the Debtors operate; ;(iii) to the extent practicable, the
Debtors' landlords, (iv)to any other party that has filed a request for notices
with this Court, (v)to any Committee after the same has been appointed, or
Committee counsel, if the same shall have been appointed, and (vi) to the extent
practicable and


                                       30
<PAGE>


to the best of the Debtors' knowledge, any additional holders of other secured
claims, liens, encumbrances or interests with respect to property of the Debtors
identified after the Interim Hearing. Any party in interest objecting to the
relief sought at the Final Hearing (including, without limitation, as to matters
reserved by the Court for the Final Hearing at the hearing on this Interim
Order) shall serve and file written objections; which objections shall be served
upon (a) Marc Abrams, Esq. and Paul Shalhoub, Esq., Willkie Farr & Gallagher,
787 Seventh Avenue, New York, NY 10019, attorneys for the Debtors; (b) Donald S.
Bernstein, Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY, 10017,
attorneys for the Agents, (c)(i) Kenneth Noble, Esq., Mayer, Brown, Rowe & Maw,
1675 Broadway, New York, NY 10019, (ii) Luc Despins, Esq., Milbank, Tweed,
Hadley & McCloy LLP, One Chase Manhattan Plaza, New York, NY 10005, (iii) Dennis
F. Dunne, Esq., Milbank, Tweed, Hadley & McCloy LLP, One Chase Manhattan Plaza,
New York, NY 10005, (iv) Robin E. Phelan, Esq., Haynes & Boone LLP, 901 Main
Street, Suite 3100, Dallas, Texas 75202, (v) Michael Luskin, Esq., Luskin, Stern
& Eisler LLP, 330 Madison Avenue, New York, NY 10017 and (vi) Peter V. Pantaleo,
Esq., Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, NY 10017,
attorneys for the Pre-Petition Agents, (d) Bruce R. Zirinsky, Esq., Cadwalader,
Wickersham & Taft, 100 Maiden Lane, New York, NY 10038, attorneys for an ad hoc
committee of common shareholders, and (e) Carolyn Schwartz, Esq., United States
Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor,
New York, NY 10004, and shall be filed in accordance with the General Order of
the United States Bankruptcy Court for the Southern District of New York M-242,
which order can be found at www.nysb.uscourts.gov, and filed with the Clerk of
the United States Bankruptcy Court, Southern District of New York (with a


                                       31
<PAGE>


copy delivered directly to Chambers), including in each case to allow actual
receipt by the foregoing no later than 5:00 p.m. August 2, 2002.

Dated:  June __, 2002
        New York, New York


                                    ------------------------------------
                                    UNITED STATES BANKRUPTCY JUDGE


                                       32


<PAGE>


                                   Schedule 1
                                   ----------

                                List of Borrowers





                                       1


<PAGE>


Borrowers:
----------

UCA LLC
Century Cable Holdings, LLC
Century-TCI California, L.P.
Olympus Cable Holdings, LLC
Parnassos, L.P.
FrontierVision Operating Partners, L.P.
ACC Investment Holdings, Inc.


                                       2


<PAGE>

                                   Schedule 2
                                   ----------

                     List of Pre-Petition Credit Agreements





                                       1


<PAGE>


                       Pre-Petition Credit Agreements:(1)
                       ------------------------------

     1. CREDIT AGREEMENT dated as of September 28, 2001, among OLYMPUS CABLE
HOLDINGS, LLC, ADELPHIA COMPANY OF WESTERN CONNECTICUT, HIGHLAND VIDEO
ASSOCIATES, L.P., COUDERSPORT TELEVISION CABLE COMPANY, and ADELPHIA HOLDINGS
2001, LLC, as the Borrowers, FIRST UNION SECURITIES, INC. and THE BANK OF NOVA
SCOTIA, as the Joint Lead Arrangers and Joint Book Runners, BANK OF MONTREAL, as
the Administrative Agent, FIRST UNION NATIONAL BANK and THE BANK OF NOVA SCOTIA,
as the Syndication Agents, FLEET NATIONAL BANK and THE BANK OF NEW YORK, as the
Documentation Agents and the Managing Agents defined therein, and LENDERS NAMED
THEREIN, as the Lenders, as in effect on the Petition Date.

     Approximate Amount: $1,300,000,000

     2. CREDIT AGREEMENT dated as of April 14, 2000, among CENTURY CABLE
HOLDINGS, LLC, FT. MYERS CABLEVISION, LLC, and HIGHLAND PRESTIGE GEORGIA, INC.,
as the Restricted Borrowers, BANC OF AMERICA SECURITIES LLC and CHASE SECURITIES
INC., as Joint Lead Arrangers and Joint Book Managers, BANK OF AMERICA, N.A. and
THE CHASE MANHATTAN BANK, as Co-Administrative Agents, TORONTO DOMINION (TEXAS),
INC., as the Syndication Agent, CIBC WORLD MARKETS CORP., as the Documentation
Agent, BARCLAYS BANK PLC, as the Arranging Agent and the Managing Agents defined
therein, and THE LENDERS NAMED THEREIN, as the Lenders, as in effect on the
Petition Date.

     Approximate Amount: $2,500,000,000

     3. CREDIT AGREEMENT dated as of December 3, 1999, among CENTURY-TCI
CALIFORNIA, L.P., as the Borrower, CERTAIN LENDERS, SOCIETE GENERALE and
DEUTSCHE BANK SECURITIES INC., as the Co-Syndication Agents, SALOMON SMITH
BARNEY INC., as the Lead Arranger and Sole Book Manager, MELLON BANK, N.A., as
the Documentation Agent and CITIBANK, N.A., as the Administrative Agent, as in
effect on the Petition Date.

     Approximate Amount: $1,000,000,000


----------

1    The Pre-Petition Credit Agreements do not include any credit arrangements
     that Pre-Petition Secured Lenders may have that are not subsumed in the
     agreements listed on this schedule.


                                       2
<PAGE>


     4. CREDIT AGREEMENT dated as of May 6, 1999, among HILTON HEAD
COMMUNICATIONS, L.P., UCA LLC, NATIONAL CABLE ACQUISITION ASSOCIATES, L.P., SVHH
CABLE ACQUISITION, L.P., TELE-MEDIA COMPANY OF HOPEWELL-PRICE GEORGE, and
CERTAIN OTHER PERSONS, as the Borrowers, VARIOUS FINANCIAL INSTITUTIONS, as the
Lenders, FIRST UNION NATIONAL BANK, as the Administrative Agent, BANK OF
MONTREAL, as the Documentation Agent, and PNC BANK, NATIONAL ASSOCIATION, as the
Syndication Agent, as supplemented, as in effect on the Petition Date.

     Approximate Amount: $831,375,000

     5. CREDIT AGREEMENT, dated as of December 30, 1998, among PARNASSOS, L.P.,
as the Borrower, VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, THE BANK OF
NOVA SCOTIA, as the Administrative Agent, NATIONSBANK, N.A., as the
Documentation Agent, and TD SECURITIES (USA) INC., as the Syndication Agent, as
in effect on the Petition Date.

     Approximate Amount: $623,000,000

     6. SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 19,
1997, among FRONTIERVISION OPERATING PARTNERS, L.P., as the Borrower, THE CHASE
MANHATTAN BANK, as the Administrative Agent, and J.P. MORGAN SECURITIES INC., as
the Syndication Agent, and CIBC INC., as the Documentation Agent, as in effect
on the Petition Date.

     Approximate Amount: $617,000,000


                                       3


<PAGE>


                                   Schedule 3
                                   ----------

                            Cash Management Protocol





                                       1
<PAGE>


                           CASH MANAGEMENT PROTOCOL(1)
                           ------------------------

     Without prejudice to the rights of the Agents and the DIP Lenders with
respect to the Financing as approved under the Interim Order, the Debtors shall
at all times comply with the following Cash Management Protocol for the benefit
of all parties in interest in the Cases:

     1. At no time will (i) the sum of (a) post-petition intercompany borrowings
by a Borrower Group plus (b) extensions of credit directly to that Borrower
Group under the DIP Credit Agreement (including letters of credit) exceed the
borrowing limits (the "Borrowing Limits") established in the DIP Credit
Agreement for any individual Borrower Group and (ii) the aggregate intercompany
borrowings plus DIP Credit Agreement outstandings (including letters of credit)
for all Borrower Groups exceed the aggregate available Commitments from time to
time under the DIP Credit Agreement, which shall not exceed $500,000,000 pending
the Final Hearing.

     2. Pending the Covenant Addendum Date, all credit extensions under the DIP
Credit Agreement will be incurred (a) equally and ratably on a several basis to
(or, in the case of letters of credit, for the account of) each Borrower Group
(i.e., initially 1/7th of each credit extension will be for the several account
of each Borrower Group; if an individual Borrowing Limit is reached, credit
extensions thereafter will be made on the same equal and ratable basis to the
remaining Borrower Groups), (b) on a non-ratable basis to a Borrower Group for
the purpose of permitting such Borrower Group to satisfy its repayment
obligations under paragraph 3 hereof or (c) on a non-ratable basis to a Borrower
Group, if the Debtors' Chief Restructuring Officer (the "CRO") or Chief
Financial Officer (the "CFO") certifies to the Agents and the Pre-Petition


----------

     1 All defined terms herein shall have the meaning assigned to them in the
DIP Financing Order to which this protocol is attached as Schedule 3 (the
"Interim Order").


                                       2
<PAGE>


Agents and such other parties as the Debtors shall agree in writing: (x) that
the amount of such credit extension will be used solely to fund the operations
of such Borrower Group and (y) after giving effect to such nonratable credit
extension, such Borrower Group will be in compliance with the provisions of this
Schedule 3.

     3. Intercompany obligations for the purposes herein shall be calculated in
accordance with the attached matrix. Intercompany obligations incurred by any
Debtor to any other Debtor shall bear interest from time to time on a monthly
basis at the rate equal to the blended rate of interest for such period for
outstandings under the DIP Credit Agreement. Interest on any day for which there
shall be no outstandings under the DIP Credit Agreement shall accrue at the Base
Rate plus applicable margin under the DIP Credit Agreement. All intercompany
obligations among the Debtors (including, without limitation, for advances that
were funded by DIP Credit Agreement loans or for intercompany advances made by
another Borrower Group), will be calculated in the manner set forth in the
attached matrix and mature on the last business day of each month and will be
repaid on or before the fifteenth (15th) day of the following month. Repayment
proceeds will be applied by a Borrower Group obligee as follows: first, to its
outstandings under the DIP Credit Agreement and second, to its Intercompany
outstandings on a pro rata basis until paid in full. Any remaining repayment
proceeds shall be maintained in an account owned by and for the sole use of the
Borrower Group obligee and shall not be commingled with funds of other entities
or advanced to other Borrower Groups except to repay Intercompany obligations.
Intercompany obligations shall have such junior superpriority and secured status
as set forth in the orders authorizing the Financing.

     4. On or before the fifteenth (15th) day of each month, the CRO or CFO
shall provide a statement to the Agents, the Pre-Petition Agents and such other
parties as the Debtors


                                       3
<PAGE>


shall agree in writing certifying as to each Borrower Group: (a) the net
intercompany receivables or payables of such Borrower Group, (b) the aggregate
amount outstanding under the DIP Credit Agreement (including letters of credit)
for such Borrower Group, (c) an allocation of other income and costs, including
case management fees and operating costs not otherwise specifically allocable to
each Borrower Group (including any DIP Credit Agreement financing costs not
otherwise separately allocable) based on a methodology reasonably acceptable to
FTI/Policano & Manzo and, with respect to the "Parnassos" and "Century-TCI"
Borrower Groups (the "AT&T Borrower Groups"), AT&T and is otherwise fair and
reasonable with respect to each Debtor, (d) an accounting in form and substance
reasonably satisfactory to each of the Pre-Petition Agents and, with respect to
the AT&T Borrower Groups, AT&T demonstrating compliance with the repayment
requirements of paragraph 3 in accordance with the attached matrix and (e) such
other information as any of the Pre-Petition Agents and, with respect to the
AT&T Borrower Groups, AT&T may reasonably request in order to confirm compliance
with this Schedule 3. Such allocation shall not be binding on any party in
interest and is subject to challenge and correction at any time.

     5. All cash expenditures by the Debtors shall be deemed to have been funded
first from cash on hand as of the Petition Date in the Adelphia consolidated
cash management account prior to the utilization of the DIP Credit Agreement or
intercompany borrowings. All Borrower Group cash held on the Petition Date or
swept and concentrated post-petition in the Adelphia concentration account shall
be deemed jointly owned by the Borrower Groups based upon their relative
contributions to such account until further order of the Court; provided that
Adelphia shall be permitted to utilize such funds for purposes of covering
expenses and other


                                       4
<PAGE>


obligations of any Borrower Group subject to the terms of this Schedule 3 and
the orders authorizing the Financing.

     6. The Debtors shall provide each of FTI/Policano & Manzo and, with respect
to the AT&T Borrower Groups, AT&T such information as it may reasonably request
from time to time to ensure compliance with the foregoing provisions.

     7. The Borrowers shall notify the Pre-Petition Agent for their respective
Pre-Petition Credit Agreement and, with respect to the AT&T Borrower Groups,
AT&T of any material adverse action taken or threatened by any franchisor or of
any material diminution in the number of subscribers corresponding to a Borrower
Group.

     8. The Debtors shall (a) not later than 20 days after entry of the Interim
Order, employ a consultant reasonably acceptable to AT&T (the "Consultant") for
purposes of assisting the Debtors with the implementation of the Cash Management
Separation (as defined in the DIP Credit Agreement), (b) not later than 65 days
after entry of the Interim Order, deliver to AT&T a report (the "Report")
prepared by the Consultant or the Debtors with the assistance of the Consultant
setting forth, among other things, a plan and timetable for implementing the
Cash Management Separation with respect to the AT&T Borrower Groups, (c) not
later than 270 days after entry of the Interim Order (or such later date ordered
by the Court if the Court determines within 180 days after entry of the Interim
Order that the Cash Management Separation cannot be completed with respect to
the AT&T Borrower Groups within 270 days after entry of the Interim Order
notwithstanding the Debtors' reasonable best efforts to complete such
separation), effectuate and complete the Cash Management Separation with respect
to the AT&T Borrower Groups, and (d) following delivery of the Report, deliver
reasonably detailed monthly progress reports to AT&T with respect to the
progress made with respect to the implementation of the


                                       5
<PAGE>


Cash Management Separation with respect to the AT&T Borrower Groups. The Debtors
shall promptly provide the Agents and the Pre-Petition Agents with copies of all
reports delivered to AT&T pursuant to this paragraph 8.


                                       6


