Amendment To Loan Agreement

Second Amendment to Loan Agreement

by Adelphia Commun -Cl A
January 18th, 1994
                                              [conformed copy]

                    SECOND AMENDMENT TO LOAN AGREEMENT
                                     
          THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "Amendment"),
dated as of the 31st day of December, 1993, among Chelsea
Communications, Inc., a Delaware corporation (the "Borrower"), the
Banks whose names are set forth on the signature pages hereof
(collectively, the "Banks"), and The Toronto Dominion Bank Trust
Company and NationsBank of Texas, N.A. as agents for the Banks
(collectively, the "Agents"),

                           W I T N E S S E T H:

   WHEREAS, the Borrower, the Agents and the Banks are parties to
that certain Loan Agreement dated as of September 25, 1989, as
amended by that certain First Amendment to Loan Agreement dated as
of August 10, 1992 (the "Loan Agreement"); and

   WHEREAS, the Borrower has requested that the Banks amend the
Loan Agreement to change the definition of Total Debt Service to
exclude optional prepayments made from Total Debt Service; and

   WHEREAS, the Banks have agreed to so amend the Loan Agreement
subject to the terms of this Amendment;

   NOW, THEREFORE, in consideration of the premises referred to
above, the covenants and agreements hereinafter set forth and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Banks, the Agents and the
Borrower agree that capitalized terms used herein shall have the
meanings ascribed thereto in the Loan Agreement, except as
otherwise defined or limited herein, and further agree as follows:

   1.   Amendment of Article 1.  Article 1 of the Loan Agreement,
Definitions, shall be and it hereby is amended by deleting the
existing definition of "Total Debt Service" in its entirety and
substituting the following therefor:

    "Total Debt Service" shall mean for the Borrower and its
    Subsidiaries on a consolidated basis with respect to any
    twelve-month period ending on the applicable calculation date,
    after giving effect to any Interest Hedge Agreements and Fixed
    Rate Advances, the sum of (a) the aggregate of all principal
    (excluding principal payments made pursuant to Section
    2.9(a)), interest, fees and other payments made during such
    twelve-month period in respect of Indebtedness for Money
    Borrowed of such Persons as of the calculation date, plus (b)
    as of the calculation date, the aggregate of all payments made
    during such period in respect of Capitalized Lease Obligations
    of such Persons and obligations of such Persons with respect
    to leases constituting part of a sale and lease-back
    arrangement.



   2.   Waiver.  The Banks hereby waive any Event of Default or any
Default under the provisions of Section 8.1 resulting from the
Borrower's failure to timely deliver an annual forecast for fiscal
year 1994 pursuant to Section 6.5(b). 

   3.   No Other Amendment or Waiver.  Except for the amendment and
waiver set forth or referred to above, the text of the Loan
Agreement and all other Loan Documents shall remain unchanged and
in full force and effect.

   4.   Representations and Warranties.  The Borrower hereby
represents and warrants in favor of the Agents and each Bank as
follows:

   (a)  Except for those representations and warranties satisfied
on the Agreement Date and not applicable after such date, each
representation and warranty set forth in Article 4 of the Loan
Agreement is hereby re-stated and affirmed as true and correct as
of the date thereof:

   (b)  The Borrower has the corporate power and authority to enter
into this Amendment and to do all acts and things as are required
or contemplated hereunder to be done, observed and performed by it;

   (c)  This Amendment has been duly authorized, validly executed
and delivered by the Authorized Signatories of the Borrower, and
this Amendment constitutes a legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with
its terms, subject, as to enforcement of remedies, to the following
qualifications:  (i) an order of specific performance and an
injunction are discretionary remedies and, in particular, may not
be available where damages are considered an adequate remedy at
law, and (ii) enforcement may be limited by bankruptcy, insolvency,
liquidation, reorganization, reconstruction and other similar laws
affecting enforcement of creditors' rights generally (insofar as
any such law relates to the bankruptcy, insolvency or similar event
of the Borrower): and

   (d)  The execution and delivery of this Amendment and the
Borrower's performance hereunder does not and will not require the
consent or approval of any regulatory authority or governmental
authority or agency having jurisdiction over the Borrower nor will
such execution, delivery and performance be in contravention of or
in conflict with the Borrower's articles of incorporation or by-
laws or the provision of any statute, judgment, order, indenture,
instrument, agreement, expressly including without limitation, the
Licenses, or undertaking to which the Borrower is a party or by
which the Borrower's Assets or properties are or may become bound.

   5.   Conditions Precedent to Effective Date of Amendment. The
effectiveness of this Amendment is subject to (i) the truth and
accuracy of the representations and warranties contained in Section
4 hereof; (ii) receipt by the Agent and the Banks of the annual
forecast for fiscal year 1994 described in Section 6.5(b) of the
Credit Agreement; and (iii) receipt of all other documents either
Agent or any Bank may reasonably request, certified by an
appropriate governmental official or officer of the Borrower, if so
requested.

   6.   Effectiveness.  This Amendment shall become effective as of
the day and year first above-written.

   7.   Strict Compliance.  Notwithstanding the agreement of the
Agents and the Banks to the terms and provisions of this Amendment,
the Borrower acknowledges and expressly agrees that the Agents and
the Banks reserve the right to require strict compliance with all
terms and provisions of the Loan Agreement, as amended by this
Amendment, and of all other Loan Documents, except as and to the
extent set forth herein.

   8.   Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original,
but all such separate counterparts shall together constitute but
one and the same instrument.

   9.   Governing Law.  This Amendment shall be construed in
accordance with and governed by the law of the Commonwealth of
Pennsylvania.

   IN WITNESS WHEREOF, the parties hereto intending to be legally
bound hereby have caused their respective duly authorized officers
or representatives to execute, deliver and seal this Amendment as
of the day and year first above written.


BORROWER:                         CHELSEA COMMUNICATIONS, INC., a
                                       Delaware corporation

[CORPORATE SEAL]             By: /s/ Daniel R. Milliard                       
                             Title:__________________________
                             Attest:_________________________
                             Title:__________________________

AGENTS:                      THE TORONTO DOMINION BANK TRUST
                               COMPANY

                             By: /s/ Martha L. Gariepy
                             Title:__________________________

                             NATIONSBANK OF TEXAS, N.A.

                             By: /s/ Thomas E. Carter                
                             Title:__________________________




BANKS:

                             THE TORONTO-DOMINION BANK, Cayman       
                                 Islands Branch

                             By: /s/ Melissa R Nigro
                             Title:_________________________

                             NATIONSBANK OF TEXAS, N.A.

                             By: /s/ Thomas E. Carter
                             Title:_________________________

                             BANK OF AMERICA NATIONAL TRUST AND
                               SAVINGS ASSOCIATION

                             By: /s/ Gigi L. Johnson
                             Title:_________________________

                             BANK OF HAWAII

                             By: /s/ Buddy Montgomery
                             Title:_________________________

                             BANK OF MONTREAL

                             By:____________________________
                             Title:_________________________

                             THE BANK OF NOVA SCOTIA

                             By: /s/ James Tryforus
                             Title:_________________________

                             CANADIAN IMPERIAL BANK OF COMMERCE

                             By: /s/ Marty Friedman
                             Title:_________________________

                             CRESTAR BANK

                             By:____________________________
                             Title:_________________________

                             FIDELITY BANK, NATIONAL ASSOCIATION

                             By:____________________________
                             Title:_________________________

                             THE FIRST NATIONAL BANK OF CHICAGO

                             By: /s/ Ronna Bury-Prince           
                             Title:_________________________

                             FLEET BANK, N.A.

                             By: /s/ Jan-Gee W. McCollam
                             Title:_________________________

                             HIBERNIA NATIONAL BANK

                             By: /s/ Karen DeBlieux
                             Title:_________________________

                             MARINE MIDLAND BANK, N.A.

                             By: Alison Melick
                             Title:_________________________

                             NATIONAL BANK OF CANADA

                             By: /s/ T. White / T. Carrasco
                             Title:_________________________

                             NATIONAL WESTMINSTER BANK

                             By:____________________________
                             Title:_________________________

                             NIPPON CREDIT BANK

                             By:____________________________
                             Title:_________________________

                             PROVIDENT NATIONAL BANK

                             By: /s/ David J. Riordan
                             Title:_________________________

                             SKOPBANK

                             By: /s/ Walter Altorfer / Petri Canstam
                             Title:_________________________

                             UNION BANK

                             By: /s/ James L. Leahy
                             Title:_________________________