Common use of Applicable Law; Counterparts Clause in Contracts

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown Name: Xxxxx X. Xxxxn Title: Xxxx Xxxxxxxxt Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERS

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Trust and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS WXXXXXX PETROLEUM CORPORATION By: /s/ James R. Brown Jxxxx X. Xxxxxx Jxxxx X. Xxxxxx President and Chief Executive Officer WXXXXXX USA TRUST I By: Wxxxxxx Petroleum Corporation By: /s/ Jxxxx X. Xxxxxx Name: Xxxxx Jxxxx X. Xxxxn Xxxxxx Title: Xxxx Xxxxxxxxt Confirmed President and Chief Executive Officer CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representatives and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANRXXXXXX JXXXX & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson NameSxxxx X. Xxxx Authorized Representative WACHOVIA CAPITAL MARKETS, LLC By: Xxxxxxx /s/ Mxxxxxx X. Anderson Title: Xxxxxx Authorized Representative SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Name Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 XxxxxxxUnits Rxxxxxx Jxxxx & Associates, Sachs Inc 4,068,750 Wachovia Capital Markets, LLC 4,068,750 RBC Capital Markets 1,356,250 Oxxxxxxxxxx & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 813,750 Sxxxxx Xxxxxxxx 542,500 Total: 10,850,000 SCHEDULE II LOCK-UP LETTERSFree Writing Prospectuses None. SCHEDULE III Information Included in “Time of Sale Information” Public offering price: $20.00 per Trust Unit

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Selling Securityholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Selling Securityholders and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION TOWER BANCORP, INC. /s/ Xxxxxx X. Xxxxxx President and Chief Executive Officer On behalf of each of the following: Xxxxxx Xxxxx Xxxxxxx X. and Xxxxxxx X. Xxxxxxxxx XX TEN Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx By: /s/ James R. Brown Name: Xxxxx Xxxx X. Xxxxn Title: Xxxx Xxxxxxxxt Confirmed Xxxxxxxx Attorney-in-Fact CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representative and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANXXXXXXX XXXXX & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx Xxxxx X. Anderson Title: XxXxxxx Authorized Representative SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Name Number of Firm Shares ---------------- --------------------- Smith Barney Xxxxxxx Xxxxx & Associates, Inc. 766,000 1,181,107 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 590,552 Xxxxxx, Xxxxxxxx & Company, Incorporated 196,850 Total: 1,968,509 SCHEDULE II Selling Securityholders Name Number of Selling Securityholder Shares to be Sold Xxxxxx Xxxxx 19,000 Xxxxxxx X. and Xxxxxxx X. Xxxxxxxxx XX TEN 7,000 Xxxxxx X. Xxxxxx 24,000 Xxxxxxx X. Xxxxxx 49,350 SCHEDULE III Free Writing Prospectuses Free Writing prospectus filed with the SEC on August 20, 2009. SCHEDULE IV Pricing-Related Information Total number of Firm Shares offered: By the Company: 1,869,159 shares of Common Stock By the Selling Securityholders: 99,350 shares of Common Stock Public offering price: $26.75 per Share Total number of Additional Shares the Underwriters may purchase to cover over-allotments: 280,374 shares of Common Stock Trade date: August 28, 2009 Settlement date: September 2, 2009 Nasdaq Global Market symbol: TOBC SCHEDULE IV List of signatories for Lock-Up Agreements Directors: Xxxxxx Xxxxx Xxxx X. Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxx Xxxxxx X. Xxxxx, Xx. Xxxxx X. Xxxxxxxxxx Xxxx X. XxXxxxx Xxxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxx X. Xxxx Xxxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx, Sachs Xx. Xxxxxx X. Xxxxxx Officers: Xxxxxxx Xxxxxxxxx (and Xxxxxxx Xxxxxxxxx) Xxxxx Xxxx Xxxx Xxxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxxxx Directed Share Program Participants: All Directed Share Program Participants EXHIBIT A , 2009 XXXXXXX XXXXX & Co. 765,000 XxtionsBanc Montgomery ASSOCIATES, INC. As Representative of the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 Re: TOWER BANCORP, INC. (the “Company”) - Restriction on Stock Sales Dear Sirs: This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among the Company, as issuer, the Selling Securityholders identified therein and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of shares of Common Stock, no par value, of the Company (the “Shares”), as described in and contemplated by the registration statement of the Company on Form S-3, File No. 333-161272 (the “Registration Statement”), as originally filed with the Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers and Exchange Commission on August 12, 2009 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) (A) any Company Securities, (B) any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or (C) any Company Securities over which the undersigned has or exercises sole or shared voting power or dispositive power (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Company’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc. 328,000 XD or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The undersigned further agrees that it will not and will use his or her best efforts not to permit the offer, sale, transfer or other disposition of any other Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities, that may be deemed to be beneficially owned by the undersigned. Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the company issues a release concerning earnings or material news or a material event relating to the company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall not apply to (A) transactions relating to shares of Common Stock or other securities acquired in the open market after the completion of the offering, (B) the sales of Selling Securityholder Shares pursuant to the Underwriting Agreement, (C) bona fide gifts, (D) dispositions to any trust for the direct or indirect benefit of the undersigned and/or a member of the immediate family of the undersigned other than any disposition for value, (E) the transfer or intestate succession to the legal representatives or a member of the immediate family of the undersigned, (F) the sale pursuant to any existing contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) (a “Plan”), (G) the establishment of any Plan provided that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for Common Stock, shall be made pursuant to a Plan prior to the expiration of the 90-day period if such Plan was established after the date hereof, (H) dispositions from any grantor retained annuity trust established for the direct benefit of the undersigned and/or a member of the immediate family of the undersigned pursuant to the terms of such trust as in effect on the date hereof, (I) the distribution to any partnership, corporation or limited liability company controlled by the undersigned or by a member of the immediate family of the undersigned, (J) the disposition pursuant to a pledge in effect on the date hereof of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock as security for a margin account pursuant to the terms of such account, and (K) the exercise pursuant to the Company’s stock option plans in effect on the date hereof effected by means of net share settlement or by the delivery or sale of shares of Common Stock held by the undersigned; provided that, in the case of any gift, disposition, transfer or distribution pursuant to clause (C), (D), (G), (H) or (I), each donee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided further, that, in the case of any gift, disposition, Plan or distribution pursuant to clause (C), (F), (G), (H) or (I), no filing by any party under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such gift, disposition, Plan or distribution (USAother than a filing on a Form 5 made after the expiration of the 90-day period referred to above). For purposes of this paragraph, “immediate family” shall mean the undersigned and any relationship by blood, marriage or adoption, not more remote than first cousin. It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCKshall terminate or be terminated prior to payment for and delivery of the Shares, you will release the undersigned from the obligations under this letter agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Lock-UP LETTERSUp Shares if such transfer would constitute a violation or breach of this letter. This letter shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreement. Very truly yours, Signature of Securityholder

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown Name: Xxxxx ARGONAUT GROUP, INC. /S/ XXXXX X. Xxxxn Title: Xxxx Xxxxxxxxt Confirmed XXXXXXX Vice President, Secretary and General Counsel CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representative and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANXXXXXXX XXXXX & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx /S/ XXXX X. Anderson Title: XXXXXX Authorized Representative SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Name Number of Firm Shares ---------------- --------------------- Smith Barney Xxxxxxx Xxxxx & Associates, Inc. 766,000 2,280,000 Xxxxxxx Xxxxx & Company, L.L.C. 1,140,000 Xxxxxx, Xxxxx Xxxxx Incorporated 684,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Xxxxxxx Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers 456,000 Xxxxxxx & Partners Securities LLC 240,000 Total: 4,800,000 EXHIBIT A October 28, 2003 ARGONAUT GROUP, INC. 00000 Xxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 XXXXXXX XXXXX & ASSOCIATES, INC. As Representative of the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 328,000 XD 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 Re: Argonaut Group, Inc. (the “Company”) - Restriction on Stock Sales Dear Sirs: This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative (the “Representative”) of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of up to 5,520,000 shares of Common Stock, par value $0.10 per share, of the Company (the “Shares”), as described in and contemplated by the preliminary prospectus supplement, dated October 10, 2003, with respect to the registration statement of the Company on Form S-3, File No. 333-100321 (the “Registration Statement”), as filed with the Securities and Exchange Commission (USAthe “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Underwriting Agreement (the “Lock-Up Period”), without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCKor (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Lock-UP LETTERSUp Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall not apply to:

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. [The remainder of this page is intentionally left blank.] Please confirm that the foregoing correctly sets forth the agreement between among the Company and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PINNACLE FINANCIAL PARTNERS, INC. By: /s/ James R. Brown M. Xxxxx Xxxxxx Name: M. Xxxxx X. Xxxxn Xxxxxx Title: Xxxx Xxxxxxxxt Confirmed President and Chief Executive Officer CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representative and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANXXXXXXX XXXXX & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx Xxxxx X. Anderson Title: Xxxx Authorized Representative SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Number Name of Underwriter Number Firm Shares Xxxxxxx Xxxxx & Associates, Inc. 5,775,000 Sandler X’Xxxxx and Partners, L.P. 770,000 Sun Trust Xxxxxxxx Xxxxxxxx, Inc. 770,000 Xxxxxxxxxx Securities, Inc. 385,000 Total: 7,700,000 SCHEDULE II Free Writing Prospectuses None. SCHEDULE III Pricing-Related Information Total number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 offered: 7,700,000 shares of Common Stock Public offering price: $13.00 per Share Total number of Additional Shares the Underwriters may purchase to cover over-allotments: 1,155,000 shares of Common Stock Trade date: June 11, 2009 Settlement date: June 16, 2009 Nasdaq symbol: PNFP SCHEDULE IV Officers and Directors Directors Xxxxxxx Xxxxxx-Xxxxx Xx X. Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xx. Xxxx X. Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSXxxxx X. Xxxxx, III M. Xxxxx Xxxxxx Xxx X. Xxxxxxxx Xxxxxx Xxxxxx Bone Xxxxxxx X. Xxxxx Xxxx X. Xxxxxxx Xxxx X. Xxxxx Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxxxxx, XX Xxxxxx X. XxXxxx, Xx. Xxxxx Xxxxx Xxx X. Xxxxxxxxxx Xx. Xxxxx X. Riley

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several U.S. UnderwritersUnderwriter. Very truly yours, ADELPHIA COMMUNICATIONS SLC STUDENT LOAN TRUST 2007-1 By: SLC Student Loan Receivables I, Inc., as Depositor By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Treasurer THE STUDENT LOAN CORPORATION By: /s/ James R. Brown Xxxxxx XxXxxx Name: Xxxxx X. Xxxxn Xxxxxx XxXxxx Title: Xxxx Xxxxxxxxt Chief Financial Officer Confirmed as of the date first above mentioned mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of themselves itself and as Representative of the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Anderson Xxxxx Xxxxxxxxx Title: Vice President SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney A NOTES UNDERWRITER PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR Citigroup Global Markets Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Barclays Capital Inc.. Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Suisse Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSLLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Class A-1 $146,900,000 $24,860,000 $27,120,000 $27,120,000 100% 0.160% 99.840% Class A-2 $106,600,00 $18,040,000 $19,680,000 $19,680,000 100% 0.170% 99.830% Class A-3 $172,900,000 $29,260,000 $31,920,000 $31,920,000 100% 0.190% 99.810% Class A-4 $255,385,000 $43,219,000 $47,148,000 $47,148,000 100% 0.200% 99.800% Class A-5 $209,500,000 $0 $0 $0 100% 0.200% 99.800% Class B $38,900,000 $0 $0 $0 100% 0.250% 99.750% Class C $10,000,000 $0 $0 $0 100% 0.360% 99.640%

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund and the Manager and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: /s/ James R. Brown Name: Xxxxx X. Xxxxn --------------------------- Title: Xxxx Xxxxxxxxt Vice President NUVEEN ADVISORY CORP. By: --------------------------- Title: Managing Director Confirmed as of the date first above mentioned written on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANBy: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, SACHS Inc. Prudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, Inc. Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH Associates, Inc. SunTrust Capital Markets, Inc. Wachovia Securities, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson ----------------------------------- Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Name of Underwriters Number of Firm Common Shares ---------------- --------------------- Smith Barney -------------------- ----------------------- Xxxxxxx Xxxxx Xxxxxx Inc. 766,000 XxxxxxxNuveen Investments X.X. Xxxxxxx & Sons, Sachs Inc. Prudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, Inc. Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Associates, Inc. 328,000 XD Securities (USA) SunTrust Capital Markets, Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSWachovia Securities, Inc.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several U.S. UnderwritersManagers. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown Name: Jamxx X. Xxxxx X. Xxxxn Title: Xxxx Xxxxxxxxt Vixx Xxxxxxxxx Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN, GOLDMAN SACHS & CO. INTERNATIONAL NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES BROTHERS INTERNATIONAL (USAEUROPE) INC. As Representatives xx xxx THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several U.S. Underwriters By Managers By: SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Manager Number of Firm Shares ---------------- ------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, 191,000 Xxxxxxx Sachs & Co. 765,000 XxtionsBanc International 191,000 XxxionsBanc Montgomery Securities LLC 765,000 191,333 Credit Xxxxxx Xxxst Sxxxxx Xxxxt Boston Corporation 328,000 (Europe) Limited 82,000 Lehman Brothers Inc. 328,000 XD Securities International (USAEurope) Inc. 328,000 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 3,280,000 820,000 SCHEDULE II LOCK-UP LETTERSLETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.

Applicable Law; Counterparts. This Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Underwriting Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Underwriting Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown /S/ Xxxxx Xxxxx Name: Xxxxx X. Xxxxn Xxxxx Title: Xxxx Xxxxxxxxt Vice-President Confirmed as of the date first above mentioned mentioned. XXXXXXX XXXXX XXXXXX INC., on behalf of themselves itself and the other several U.S. Underwriters named in listed on Schedule I hereto. SMITH BARNEY INC. GOLDMAN, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. hereto By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson Title: Xxxxxxxxxxx Clipper Authorized Signatory SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. i Number of Additional Shares to be Purchased if Maximum Option is Name of Underwriter Total Number of Firm Shares ---------------- --------------------- Smith Barney Exercised ------------------- --------------------------- --------- Xxxxxxx Xxxxx Xxxxxx Inc. 766,000 999,760 149,964 Credit Suisse First Boston Corporation 749,820 112,473 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery 749,820 112,473 CIBC Xxxxxxxxxxx Xxxx. 000 00 Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation 100 15 Xxxxxx Brothers Inc. 100 15 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 100 15 Xxxxxx Xxxxxxx & Co, Incorporated 100 15 NationsBanc Xxxxxxxxxx Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERS100 15 Total 2,500,000 375,000

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund and the Manager and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND By: /s/ James R. Brown Name: Xxxxx X. Xxxxn ------------------------------------ Title: Xxxx Xxxxxxxxt Chief Administrative Officer NUVEEN ADVISORY CORP. By: ------------------------------------ Title: Managing Director Confirmed as of the date first above mentioned written on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANBy: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, SACHS Inc. Prudential Securities Incorporated Advest, Inc. Xxxxxxxxxx & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH Co. Inc. Quick & Xxxxxx, Inc. A FleetBoston Financial Company Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx, Inc. Xxxx Xxxx & Co. Wachovia Securities, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson ------------------------------------ Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney NAME OF UNDERWRITERS NUMBER OF COMMON SHARES Xxxxxxx Xxxxx Xxxxxx Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSNuveen Investments

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Trust and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Trust and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION VOC BRAZOS ENERGY PARTNERS, L.P. By: Xxxx Texas Partners, LLC, its General Partner By: Xxxx Holding Corporation, its Sole Managing Member By: /s/ James R. Brown J. Xxxxxxx Xxxx Name: Xxxxx X. Xxxxn J. Xxxxxxx Xxxx Title: Xxxx Xxxxxxxxt Confirmed Designated Representative and Sole Member of the Board of Directors VOC ENERGY TRUST By: The Bank of New York Mellon Trust Company, N.A., Trustee By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representatives and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANXXXXXXX XXXXX & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Xxx Xxxxx Name: Xxxxxxx X. Anderson TitleXxx Xxxxx Authorized Representative XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxx Xxxx Name: Xxx Xxxx Authorized Representative Signature Page to Underwriting Agreement SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Name Number of Firm Shares ---------------- --------------------- Smith Barney Units Xxxxxxx Xxxxx & Associates, Inc. 766,000 Xxxxxxx, Sachs 3,990,600 Xxxxxx Xxxxxxx & Co. 765,000 XxtionsBanc Montgomery Securities Incorporated 3,990,600 Xxxxxxxxxxx & Co., Inc. 775,950 RBC Capital Markets, LLC 765,000 Credit 775,950 Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers X. Xxxxx & Co. Incorporated 554,250 Xxxxxx Xxxxxxxxxx Xxxxx, LLC 332,550 Xxxxxx Xxxxxx & Company, Inc. 328,000 XD Securities (USA) 332,550 Xxxxxxxxxx Securities, Inc. 328,000 TOTAL 3,280,000 332,550 Total: 11,085,000 SCHEDULE II LOCKFree Writing Prospectuses None. SCHEDULE III Information Included in “Time of Sale Information” Title of securities: Trust Units Total number of units offered: 11,085,000 Trust Units (excluding option to purchase an additional 1,662,750 Trust Units) Public offering price: $21.00 per Trust Unit SCHEDULE IV Persons Delivering Lock-UP LETTERSUp Agreements VOC Partners, LLC J. Xxxxxxx Xxxx X. X. Xxxxx Will Price

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof, except New York General Obligations Law Sections 5-1401 and 5-1402. The Issuer hereby submits to the non exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company Issuer and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS COLLEGE LOAN CORPORATION TRUST I By: COLLEGE LOAN CORPORATION, as Issuer Administrator By /s/ James R. Brown Name: Xxxxx X. Xxxxn Title: Xxxx Xxxxxxxxt Xxxx Title Vice President of Capital Markets COLLEGE LOAN CORPORATION By /s/ Xxxx Xxxx Title Vice President of Capital Markets Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I heretomentioned. SMITH BARNEY UBS SECURITIES LLC /s/ Xxxx Xxxxxxx Title Managing Director CITIGROUP GLOBAL MARKETS INC. GOLDMANBy /s/ Xxxx X. Xxx Title Director XXXXXXX, SACHS XXXXX & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Xxxxx & Co.) UBS SECURITIES LLC By /s/ Xxxxxx Xxxxxxx Title Director X.X. XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS SECURITIES INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson Title: Xxxxx Title Vice President SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney A Series 2006-1 Notes UBS Securities LLC Citigroup Global Markets Inc. 766,000 Xxxxxxx, Sachs Xxxxx & Co. 765,000 XxtionsBanc Montgomery X.X. Xxxxxx Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities Total Class A-1 $29,412,000 $29,412,000 $29,412,000 $11,764,000 $100,000,000 Class A-2 -0- 88,236,000 88,236,000 23,528,000 200,000,000 Class A-3 151,471,800 63,235,800 8,235,800 37,056,600 260,000,000 Class A-4 57,353,400 57,353,400 57,353,400 22,939,800 195,000,000 Class A-5 88,236,000 88,236,000 88,236,000 35,292,000 300,000,000 Class A-6 82,353,600 82,353,600 82,353,600 32,939,200 280,000,000 Class A-IO 17,301,396 17,301,396 17,301,396 6,920,088 58,824,276 (USA1) Inc. 328,000 TOTAL 3,280,000 Class B -0- -0- 55,000,000 -0- 55,000,000 Total $426,128,196 $426,128,196 $426,128,196 $170,439,688 $1,448,824,276 (1) The Notional Amount of the Class A-IO Notes is $280,000,000. SCHEDULE II LOCKB Terms of the Series 2006-UP LETTERS1 Notes

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several U.S. UnderwritersManagers. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION HYPERION TELECOMMUNICATIONS, INC. By: /s/ James R. Brown Edward E. Babcock Name: Xxxxx X. Xxxxn Title: Xxxx Xxxxxxxxt Vice President Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED NATIOXXXXXX XXXXXOMERY SECURITIES (USA) INC. LLC As Representatives xx xxx Lead Managers for the Several U.S. Underwriters By Manxxxxx Xx: SMITH BARNEY INC. By: /s/ Michael E. Anderson M.E. Andersen Name: Xxxxxxx X. Anderson Title: Managing Direxxxx SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter HYPERION TELECOMMUNICATIONS INC. Manager Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Credit Suisse First Boston (Europe) Limited NatioxxXxxx Xxxxxomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 ________________ XXXXX SCHEDULE II LOCK-UP LETTERSDaniel R. Milliard Charles R Drenning Paul D. Fajerski Randolph X. Xxxxxx XXXXXXLE XXX SUBSIDIARIES SCHEDULE IV JOINT VENTURES EXHIBIT A LIST OF EMPLOYEE PENSION AND BENEFIT PLANS OF HYPERION TELECOMMUNICATIONS, INC. AND ITS SUBSIDIARIES EXHIBIT B FORM OF OPINION OF BUCHANAN INGERSOLL

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Operating Partnership and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION LaSalle Hotel Properties /s/ Hans S. Weger ----------------------------------------------- Hans S. Weger Executive Vice Prexxxxxx, Xxxxx Financial Officer and Treasurer LaSalle Hotel Operating Partnership L.P. By: LaSalle Hotel Properties, its general partner By: /s/ James R. Brown Hans S. Weger ------------------------------------------------ Name: Xxxxx X. Xxxxn Hans S. Weger Title: Xxxx Xxxxxxxxt Confirmed Executive Vixx Xxxxxxxxx, Chief Financial Officer and Treasurer CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representatives and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANRAYMOND JAMES & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson Title: J. Davenport Mosby, XXX ---------------------------------------- Xxxhorized Representatives -28- SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Name Firm Shares ---------------- --------------------- Smith Barney --------------------------------------- ----------- Raymond James and Associates, Inc. 766,000 Xxxxxxx0,000,000 Xxgg Mason Wood Walker, Sachs & Co. 765,000 XxtionsBanc Montgomery Incorporated 0,004,000 Xxxxexxxxx Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Incorporated 1,044,000 SG Cowen Securities Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERS000,000

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Plains Parties and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PLAINS AAP, L.P. its General Partner By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ James R. Brown NameXxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS AAP, L.P. By: Xxxxx PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xxxx X. Xxxxn TitleXxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS ALL AMERICAN GP LLC By: /s/ Xxxx Xxxxxxxxt Confirmed X. Xxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS MARKETING, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS PIPELINE, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS MARKETING GP INC. By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I heretowritten. SMITH BARNEY WACHOVIA CAPITAL MARKETS, LLC UBS SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. GOLDMANX.X. XXXXXXX & SONS, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) XXXXXX BROTHERS INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY RBC CAPITAL MARKETS CORPORATION XXXXXXX XXXXXX XXXXXX INC. By: WACHOVIA CAPITAL MARKETS, LLC By: /s/ Michael E. Anderson Xxx Xxxxx Name: Xxxxxxx X. Anderson Xxx Xxxxx Title: Vice President SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Plains All American Pipeline, L.P. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 XxxxxxxUnits to be Purchased Wachovia Capital Markets, Sachs & Co. 765,000 XxtionsBanc Montgomery LC 1,035,000 UBS Securities LLC 765,000 Credit 1,035,000 Citigroup Global Markets Inc. 828,000 X.X. Xxxxxxx & Sons, Inc. 540,000 Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD 540,000 RBC Capital Markets Corporation 261,000 Xxxxxxx Xxxxxx Xxxxxx Inc. 261,000 Total 4,500,000 EXHIBIT A Form of Exhibit A to Opinions in Sections 8(c) and (f) Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Louisiana, Oklahoma, Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing Canada LLC None PMC (Nova Scotia) Company Alberta, British Columbia, Manitoba, Ontario, Saskatchewan Plains Marketing Canada, L.P. Manitoba, Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas Basin Holdings GP LLC Oklahoma, Texas Basin Pipeline Holdings, L.P. Oklahoma, Texas PAA/Vulcan Gas Storage, LLC Louisiana, Michigan, Texas EXHIBIT B [Date] Plains All American Pipeline, L.P. Public Offering of Common Units Wachovia Capital Markets, LLC 0000 Xxxxxx Xxxxxx, Suite 2255 Houston, TX 77002 Dear Sirs: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), Plains AAP, L.P., Plains All American GP LLC, Plains Marketing GP Inc., Plains Marketing, L.P., Plains Pipeline, L.P., Wachovia Capital Markets, LLC and any other party thereto named therein as an underwriter relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options expiring on or before December 31, 2005 (or common units underlying such options) under the Performance Option Plan of Plains AAP, L.P. and Plains All American GP LLC (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Common Units under Restricted Units or Phantom Units granted under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of the Final Prospectus (USAas defined in the Underwriting Agreement) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSwithout your prior written consent. If for any reason the Underwriting Agreement is terminated before the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Xxxxxxxxxx]

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed The Trust, the Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in counterparts, respect to any claim based upon or arising out of this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party heretoor the transactions contemplated hereby. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Trust, the Company and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION ECA Marcellus Trust I By: The Bank of New York Mellon Trust Company, N.A., as Trustee By: /s/ James R. Brown Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxn Xxxxxx Title: Xxxx Xxxxxxxxt Confirmed Vice President Energy Corporation of America By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Financial Officer 39 The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf of themselves written. Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and the other several U.S. Underwriters named in Schedule I heretoto the foregoing Agreement. SMITH BARNEY INC. GOLDMAN, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson Title: 40 SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number Name Firm Units Citigroup Global Markets Inc. 1,893,750 Xxxxxxxxxxx & Co. Inc. 315,625 RBC Capital Markets, LLC 315,625 Total 2,525,000 SCHEDULE II Free Writing Prospectuses None. SCHEDULE III Information Included in “Time of Sale Information” Public offering price: $29.35 per Common Unit Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, Sachs Units: 2,525,000 SCHEDULE IV Persons Delivering Lock-up Agreements Xxxx Xxxx Xxxxx X. Xxxx EXHIBIT A FORM OF OPINION OF XXXXXX & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSXXXXXX L.L.P.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [Signature Pages Follow] Please confirm that the foregoing correctly sets forth the agreement between among the Company Issuers and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ James R. Brown Xxxxxxx Xxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx X. Xxxxn Title: Xxxx Xxxxxxxxt Confirmed Vice President and Treasurer PAA FINANCE CORP. By: /s/ Xxxxxxx Xxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer PAA Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I heretowritten. SMITH BARNEY INC. GOLDMANX.X. Xxxxxx Securities LLC Xxxxxxx Lynch, SACHS Pierce, Xxxxxx & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. Xxxxx Incorporated As Representatives xx xxx Several U.S. of the several Underwriters By SMITH BARNEY INC. By: X.X. Xxxxxx Securities LLC By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Michael E. Anderson Xxxxxxx X. Xxxxxxx By: /s/ R. Xxxxx Xxxxxx Name: Xxxxxxx X. Anderson Xxxxxxx Name: R. Xxxxx Xxxxxx Title: Executive Director Title: Managing Director Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number Underwriters Principal Amount of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Notes to be Purchased X.X. Xxxxxx Securities LLC 765,000 Credit $ 136,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers & Xxxxx Incorporated 136,500,000 DNB Markets, Inc. 328,000 XD 73,500,000 Mizuho Securities USA Inc. 73,500,000 Mitsubishi UFJ Securities (USA), Inc. 28,000,000 Scotia Capital (USA) Inc. 328,000 TOTAL 3,280,000 28,000,000 SG Americas Securities, LLC 28,000,000 BBVA Securities Inc. 21,000,000 BNP Paribas Securities Corp. 21,000,000 RBC Capital Markets, LLC 21,000,000 SMBC Nikko Securities America, Inc. 21,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC 14,000,000 BMO Capital Markets Corp 14,000,000 CIBC World Markets Corp. 14,000,000 Fifth Third Securities, Inc. 14,000,000 ING Financial Markets LLC 14,000,000 PNC Capital Markets LLC 14,000,000 Regions Securities LLC 14,000,000 U.S. Bancorp Investments, Inc. 14,000,000 Total $ 700,000,000 Schedule I to Underwriting Agreement SCHEDULE II LOCKFiled Pursuant to Rule 433 Registration No. 333-UP LETTERS184137 August 8, 2013 Final Term Sheet $700,000,000 3.850% Senior Notes due 2023 Issuers: Plains All American Pipeline, L.P. and PAA Finance Corp.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund, the Adviser, the Sub-Adviser and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION NUVEEN TAX-ADVANTAGED FLOATING RATE FUND By: /s/ James R. Brown Name: Xxxxx X. Xxxxn ---------------------------- Title: Xxxx Xxxxxxxxt NUVEEN ASSET MANAGEMENT, INC. By: ---------------------------- Title: SPECTRUM ASSET MANAGEMENT, INC. By: ---------------------------- Title: Confirmed as of the date first above mentioned written on behalf of themselves and the other several U.S. Underwriters Under- writers named in Schedule I hereto. SMITH BARNEY INC. GOLDMANAS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS X.X. XXXXXXX & SONS, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson --------------------------------- Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ----------- ---------------- --------------------- Smith Barney X.X. Xxxxxxx & Sons, Inc. 766,000 Xxxxxxx[ ] -- Wachovia Capital Markets, Sachs LLC Nuveen Investments, LLC Deutsche Bank Securities Inc. Advest, Inc. H&R Block Financial Advisors, Inc. Xxxxxx, Xxxxx Xxxxx, Incorporated. KeyBanc Capital Markets, a division of McDonald Investments, Inc. Xxxx Xxxxx Xxxx Xxxxxx, Incorporated. J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. Xxxxxxxxxxx & Co. 765,000 XxtionsBanc Montgomery Inc. RBC Capital Markets Corporation. Xxxxxx, Xxxxxxxx & Company, Incorporated. SunTrust Capital Markets, Inc. Wedbush Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSTotal [ ] -- EXHIBIT A Form of Xxxx Xxxx & Xxxxx LLC Opinion

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Selling Unitholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Trust, the Selling Unitholders and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION MV PARTNERS, LLC By: MV Energy, LLC, its Manager By: Xxxxxx, Inc., Member By: /s/ James R. Brown Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxn Xxxxxx Title: Chairman and Chief Executive Officer MV OIL TRUST By: The Bank of New York Trust Company, N.A., Trustee By: /s/ Xxxx Xxxxxxxxt Confirmed X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President MV ENERGY, LLC By: Xxxxxx, Inc., Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer VAP-I, LLC By: MV Energy, LLC, its Manager By: Xxxxxx, Inc., Member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representative and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANXXXXXXX XXXXX & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx Xxxxx X. Anderson Title: Xxxxx Authorized Representative SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Name Number Firm Units Xxxxxxx Xxxxx & Associates, Inc. 4,125,000 X.X. Xxxxxxx & Sons, Inc. 1,500,000 RBC Capital Markets Corporation 1,125,000 Xxxxxxxxxxx & Co. Inc. 750,000 Total: 7,500,000 SCHEDULE II Schedule of Selling Unitholders Unitholder Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 XxxxxxxAdditional Units to be Sold MV Energy, Sachs LLC 562,500 VAP-I, LLC 562,500 II-1 SCHEDULE III Free Writing Prospectuses None. SCHEDULE IV Information Included in “Time of Sale Information” Title of securities: Trust Units Symbol: MVO Total number of units offered: 7,500,000 Trust Units (excluding option to purchase an additional 1,125,000 Trust Units) Public offering price: $20.00 per Trust Unit Underwriting discounts and commissions (excluding a structuring fee of $750,000 payable to Xxxxxxx Xxxxx & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities Associates, Inc.): $1.30 per Trust Unit Total proceeds to MV Partners, LLC, after discounts but before expenses (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCKexcluding a structuring fee of $750,000 payable to Xxxxxxx Xxxxx & Associates, Inc.): $140,250,000 Settlement and delivery date: January 24, 2007 Annual rate of the comparable yield of a debt instrument held by the Trust, compounded semi-UP LETTERSannually: 9%

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund and the Manager and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION XXXXX XXXXX INSURED CALIFORNIA MUNICIPAL BOND FUND By: /s/ James R. Brown Name: Xxxxx X. Xxxxn ---------------------------- Title: Xxxx Xxxxxxxxt XXXXX XXXXX MANAGEMENT By: ---------------------------- Title: 38 Confirmed as of the date first above mentioned written on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH By: Xxxxxxx Xxxxx Xxxxxx Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson ---------------------------- Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares NAME OF UNDERWRITERS NUMBER OF SHARES -------------------- ---------------- --------------------- Smith Barney Xxxxxxx Xxxxx Xxxxxx Inc. 766,000 Xxxxxxx[ ] UBS Warburg LLC X.X. Xxxxxxx & Sons, Sachs Inc. Prudential Securities Incorporated H&R Block Financial Advisors, Inc. Quick & Co. 765,000 XxtionsBanc Montgomery Securities Xxxxxx, Inc. A FleetBoston Financial Company Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx, Inc. TD Waterhouse Investor Services, Inc. Wachovia Securities, Inc. Xxxxx Fargo Securities, LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSTotal [ ],000,000

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Partnership, the Trust and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION EQUITY INNS, INC. By: /s/ James R. Brown NameJ. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: Xxxxx X. Xxxxn Title/s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxxxxt Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed as of the date first above mentioned on behalf mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of themselves and the other several U.S. Underwriters named in Schedule I heretoA-1 to this Agreement. SMITH BARNEY SCHEDULE A-1 EQUITY INNS, INC. GOLDMANNUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, SACHS Billings, Ramsey & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. TD SECURITIES JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (USAthe "Trust") INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney Maryland 100% owned by Equity Inns, Inc. 766,000 Xxxxxxx(the "REIT") Equity Inns Services, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II LOCK-UP LETTERSTennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Selling Stockholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Selling Stockholders and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS NEXITY FINANCIAL CORPORATION By: /s/ James R. Brown Name: Xxxxx Xxxx X. Xxxxn Xxx Title: Xxxx Xxxxxxxxt Confirmed Chairman and Chief Executive Officer Solely with respect to Sections 5.2, 6.2, 8, 9 and 13 of this Agreement, the Selling Stockholders Named in Schedule II Hereto, Acting Severally By: Attorney-in-Fact CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representative and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANXXXXXXX XXXXX & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson Title: Authorized Representative SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Name Number of Firm Shares ---------------- --------------------- Smith Barney Xxxxxxx Xxxxx & Associates, Inc. 766,000 XxxxxxxTotal: 1,500,000 Name Number of Additional Shares Xxxxxxx Xxxxx & Associates, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 Total: 225,000 SCHEDULE II LOCK-UP LETTERSSchedule of Selling Stockholders Stockholder Number of Firm Shares Total: 250,000 Stockholder Number of Additional Shares Total: 37,500 EXHIBIT A , 2005 NEXITY FINANCIAL CORPORATION 0000 Xxxx Xxxx Xxxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 XXXXXXX XXXXX & ASSOCIATES, INC. As Representative of the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. 42 Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund and the Manager and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION ALLIANCE [CALIFORNIA] [NEW YORK] MUNICIPAL INCOME FUND, INC. By: /s/ James R. Brown ___________________________ Name: Xxxxx X. Xxxxn Title: Xxxx Xxxxxxxxt ALLIANCE CAPITAL MANAGEMENT L.P. By: ALLIANCE CAPITAL MANAGEMENT CORPORATION, its general partner By: ____________________________ Name: Title: Confirmed as of the date first above mentioned written on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY By: XXXXXXX XXXXX XXXXXX INC. GOLDMANX.X. XXXXXXX & SONS, SACHS INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXX, XXXXXX & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT WEDBUSH XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS SECURITIES, INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH XXXXX FARGO XXX XXXXXX, LLC AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson _____________________ Title: Director SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Name of Underwriters Number of Firm Common Shares ---------------- --------------------- Smith Barney Xxxxxxx Xxxxx Xxxxxx Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSTotal

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund and the Manager and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND By: /s/ James R. Brown Name: Xxxxx X. Xxxxn ----------------------------------------- Title: Xxxx Xxxxxxxxt Chief Administrative Officer NUVEEN ADVISORY CORP. By: ----------------------------------------- Title: Managing Director Confirmed as of the date first above mentioned written on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANBy: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, SACHS Inc. Prudential Securities Incorporated Advest, Inc. Xxxxxxxxxx & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH Co. Inc. Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx, Inc. Xxxx Xxxx & Co. Wachovia Securities, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson ---------------------------------- Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney NAME OF UNDERWRITERS NUMBER OF COMMON SHARES Xxxxxxx Xxxxx Xxxxxx Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSNuveen Investments

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Trust, the Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Trust and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION ECA MARCELLUS TRUST I By: The Bank of New York Mellon Trust Company, N.A., as Trustee By: /s/ James R. Brown Name: Xxxxx Xxxxxxx X. Xxxxn Xxxxxx Xxxxxxx X. Xxxxxx Title: Xxxx Xxxxxxxxt Confirmed Vice President ENERGY CORPORATION OF AMERICA /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Chief Financial Officer 41 CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representatives and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANXXXXXXX XXXXX & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Xxxxxx House Name: Xxxxxxx X. Anderson TitleXxxxxx House Authorized Representative CITIGROUP GLOBAL MARKETS INC. By: /s/ R. Xxxxxx Xxxxx Name: R. Xxxxxx Xxxxx Authorized Representative 42 SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number Name Firm Units Xxxxxxx Xxxxx & Associates, Inc. 3,521,000 Citigroup Global Markets Inc. 3,521,000 Xxxxxxxxxxx & Co. Inc. 748,212 RBC Capital Markets Corporation 748,212 Xxxxxx X. Xxxxx & Co. 264,076 Total 8,802,500 SCHEDULE II Free Writing Prospectuses None. SCHEDULE III Information Included in “Time of Sale Information” Public offering price: $20.00 per Common Unit Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 Units: 8,802,500 SCHEDULE II LOCKIV Persons Delivering Lock-UP LETTERSup Agreements

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Selling Shareholder and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Selling Shareholder, and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION American Physicians Service Group, Inc. Xxxxxxx X. Xxxxxx, President and Chief Operating Officer Selling Shareholder: By: /s/ James R. Brown Name: Xxxxx Xxxxxxx X. Xxxxn Title: Xxxx Xxxxxxxxt Confirmed Xxxxxxx CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANXXXXXXX XXXXX & ASSOCIATES, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Authorized Representative Signature Page to Underwriting Agreement SPOUSAL CONSENT The undersigned spouse of Xxxxxxx X. Xxxxxxx hereunto subscribes her name in evidence of her agreement and consent to the disposition made of any interest she may have, including any community property interests, in the capital stock of American Physicians Service Group, Inc. referred to in the foregoing Agreement, and to all other provisions of such Agreement. Name: Xxxxxx Xxxxxxx X. Anderson TitleSCHEDULE I Name Number Firm Shares Total: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter II Schedule of Selling Shareholder Shareholder Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxxto be Sold Xxxxxxx X. Xxxxxxx 300,000 SCHEDULE III Free Writing Prospectuses SCHEDULE IV Persons Subject to Lock-Up Agreements Xxxxxxx X. Xxxxxxx Xxxxxxx X. XxXxxx Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xx., M.D. Xxx X. Xxxxxx, Xx. Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 X. Xxxxxx Xxxxxxx X. Xxxxx, M.D. Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxx X. Xxxxxxxxxx SCHEDULE II LOCK-UP LETTERSV Subsidiaries

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. If the foregoing correctly sets forth letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement between among the Company and the several U.S. UnderwritersUnderwriters in accordance with its terms. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION FELCOR SUITE HOTELS, INC. By: /s/ James R. Brown NameThomxx X. Xxxxxxxx, Xx. -------------------------------- Thomxx X. Xxxxxxxx, Xx. President FELCOR SUITES LIMITED PARTNERSHIP By: Xxxxx FELCOR SUITE HOTELS, INC. General Partner By: /s/ Thomxx X. Xxxxn Title: Xxxx Xxxxxxxxt Confirmed Xxxxxxxx, Xx. -------------------------------- Thomxx X. Xxxxxxxx, Xx. President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above mentioned written. SMITX XXXXXX XXX. ALEX. BROWX & XONS INCORPORATED DEAN XXXXXX XXXXXXXX XXX. MONTXXXXXX XXXURITIES As Representative of the Underwriters listed on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT By: SMITX XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INCXXX. By: /s/ Michael E. Anderson Name: Xxxxxxx Mark X. Anderson Title: Xxxxxxxxx ---------------------------- Authorized Officer SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSOF UNDERWRITERS

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. [Remainder of page intentionally left blank.] Please confirm that the foregoing correctly sets forth the agreement between the Company and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION ByNELNET Student Loan Corporation-2 --------------------------------- By /s/ Jeffrey R. Noordhoek Namx: /s/ James R. Brown NameXxxxxxx X. Xxxxxhoek Titxx: Xxxxx X. Xxxxn Title: Xxxxxx Xxxx Xxxxxxxxt Xresident Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I heretomentioned. SMITH BARNEY BANC OF AMERICA SECURITIES LLC By /s/ Christopher G. Cronk --------------------------- Name: Christopher X. Xxxxx Xxxxx: Xxxxcipal J.P. MORGAN SECURITIES INC. GOLDMAN, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Xx /x/ Xxxxxxx Xxxxann --------------------------- Name: Xxxxxxx X. Anderson TitleAnthony Hermann Tixxx: Xxxx Xxxxident SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- A BANC OF AMERICA J.P. MORGAN NOTES SECURITIES LLC SECURITIES INC TOTAL ----- --------------- -------------- ----- 2002A-1 $70,500,000 $ 0 $ 70,500,000 2002A-2 $70,500,000 $ 0 $ 70,500,000 2002A-3 $70,500,000 $ 0 $ 70,500,000 2002A-4 $70,500,000 $ 0 $ 70,500,000 2002A-5 $ 0 $100,000,000 $100,000,000 2002A-6 $ 0 $100,000,000 $100,000,000 2002A-7 $ 0 $ 82,000,000 $ 82,000,000 TERMS OF THE NOTES CLASS INTEREST RATE FINAL MATURITY DATE PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO ISSUER ----- ------------- ------------------- --------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx------------------ 2002A-1 Auction Rate June 1, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 2035 100% 0.25% $ 70,323,750 2002A-2 Auction Rate June 1, 2035 100% 0.25% $ 70,323,750 2002A-3 Auction Rate June 1, 2035 100% 0.25% $ 70,323,750 2002A-4 Auction Rate June 1, 2035 100% 0.25% $ 70,323,750 2002A-5 Auction Rate June 1, 2035 100% 0.25% $ 99,975,000 2002A-6 Auction Rate June 1, 2035 100% 0.25% $ 99,975,000 2002A-7 Auction Rate June 1, 2035 100% 0.25% $ 81,795,000 ------------ TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERS$562,590,000

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund and the Manager and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND By: /s/ James R. Brown Name: Xxxxx X. Xxxxn ---------------------------------- Title: Xxxx Xxxxxxxxt Chief Administrative Officer NUVEEN ADVISORY CORP. By: ------------------------------------ Title: Managing Director Confirmed as of the date first above mentioned written on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMANBy: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, SACHS Inc. Prudential Securities Incorporated Xxxxxxx, Xxxxxx & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH Co. Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx, Inc. Wachovia Securities, Inc. Wedbush Xxxxxx Securities Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson ------------------------------------- Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney NAME OF UNDERWRITERS NUMBER OF COMMON SHARES -------------------- ----------------------- Xxxxxxx Xxxxx Xxxxxx Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSNuveen Investments

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Partnership and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ James R. Brown A. Xxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxn A. Xxxxxxx Xxxxxxx Title: Xxxx Xxxxxxxxt Confirmed Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. Incorporated UBS Securities LLC Xxxxx Fargo Securities, LLC By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President By: UBS Securities LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director SCHEDULE I Plains All American Pipeline, L.P. Number of themselves Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 879,750 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 879,750 X.X. Xxxxxx Securities LLC 879,750 Xxxxxx Xxxxxxx & Co. Incorporated 879,750 UBS Securities LLC 879,750 Xxxxx Fargo Securities, LLC 879,750 Barclays Capital Inc. 562,350 Xxxxxxx Xxxxx & Associates, Inc. 562,350 Xxxxxx Xxxxxx & Company, Inc. 248,400 RBC Capital Markets LLC 248,400 Total 6,900,000 Schedule I to Underwriting Agreement SCHEDULE II Additional Pricing Disclosure Package Pricing Information: Number of Units: 6,900,000 Firm Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 2 hereof, 1,035,000 Units Public offering price for the Units: $64.00 per unit Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC PNG Marketing, LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC PNG Marketing, LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Midstream Canada ULC British Columbia, Xxxxxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah PAA Natural Gas Storage, L.P. Texas PNGS GP LLC Louisiana, Michigan, Texas PAA Natural Gas Storage, LLC Louisiana, Michigan Bluewater Natural Gas Holding, LLC Michigan Bluewater Gas Storage, LLC Michigan BGS Xxxxxxx Gas Storage LLC Michigan PNG Marketing, LLC None Pine Prairie Energy Center, LLC Louisiana PPEC Bondholder, LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas XXXXXXX X Xxxxx 0, 0000 Xxxxxx All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. Incorporated UBS Securities LLC Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. Incorporated, UBS Securities LLC and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other several U.S. Underwriters named underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in Schedule I heretothe Underwriting Agreement) in connection with sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without the prior written consent of Citigroup Global Markets Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. SMITH BARNEY INC. GOLDMANYours very truly, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 XxxxxxxAddress: Exhibit C CHIEF FINANCIAL OFFICER’S CERTIFICATE March 8, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERS2011

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable Wisconsin without reference to contracts made and to be performed within the State conflict of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, this Agreement and shall not become be effective unless when at least one counterpart hereof shall have been executed and delivered by or on behalf of each party hereto. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement between among the Company Company, the Selling Shareholder and the several U.S. Underwriters, including the Representatives, all in accordance with its terms. 41 Very truly yours, ADELPHIA COMMUNICATIONS REGAL-BELOIT CORPORATION (“Company”) By: /s/ James R. Brown NameHxxxx X. Xxxxxxxx Hxxxx X. Xxxxxxxx, President and CEO [Signatures Continued on Next Page] GENERAL ELECTRIC COMPANY (“Selling Shareholder”) By: /s/ Rxxxxxx X. Xxxxx X. Xxxxn TitleIts: Xxxx Xxxxxxxxt Confirmed Vice President [Signatures Continued on Next Page] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I heretowritten. SMITH BARNEY INC. GOLDMAN, SACHS RXXXXX X. XXXXX & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INCORPORATED BANC OF AMERICA SECURITIES LLC WACHOVIA SECURITIES JXXXXXXXX & COMPANY, INC. TD SECURITIES (USA) BARRINGTON RESEARCH ASSOCIATES, INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY MXXXXX XXXXXX & CO. INC. By: RXXXXX X. XXXXX & CO. INCORPORATED Acting as Representative of the several Underwriters (including themselves) identified Schedule A attached hereto. By: /s/ Michael E. Anderson NameLxxxx X. Xxxxx Its: Xxxxxxx X. Anderson Title: Director SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. A Name of Underwriter Number of Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, Sachs to be Purchased Rxxxxx X. Xxxxx & Co. 765,000 XxtionsBanc Montgomery Incorporated 2,435,748 Banc of America Securities LLC 765,000 Credit 979,594 Wachovia Securities 979,594 Jxxxxxxxx & Company, Inc. 529,510 Barrington Research Associates, Inc. 185,329 Mxxxxx Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers & Co. Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERS185,329 Total 5,295,104

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund and the Manager and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION XXXXX XXXXX INSURED NEW YORK MUNICIPAL BOND FUND By: /s/ James R. Brown Name: Xxxxx X. Xxxxn ---------------------------------- Title: Xxxx Xxxxxxxxt XXXXX XXXXX MANAGEMENT By: ---------------------------------- Title: 38 Confirmed as of the date first above mentioned written on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN, SACHS & CO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH By: Xxxxxxx Xxxxx Xxxxxx Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Anderson ----------------------------------- Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of Firm Shares ---------------- --------------------- Smith NAME OF UNDERWRITERS NUMBER OF SHARES Xxxxxxx Xxxxx Barney Inc. 766,000 Xxxxxxx[ ] UBS Warburg LLC X.X. Xxxxxxx & Sons, Sachs Inc. Prudential Securities Incorporated Advest, Inc. H&R Block Financial Advisors, Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC Quick & Co. 765,000 XxtionsBanc Montgomery Securities Xxxxxx, Inc. A FleetBoston Financial Company Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx, Inc. Xxxx, Xxxx & Co., LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers TD Waterhouse Investor Services, Inc. 328,000 XD Securities (USA) Wachovia Securities, Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSTotal [ ],000,000

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York Illinois applicable to contracts made and to be performed within the State of New YorkIllinois. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Selling Stockholders and the several U.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION SPR Inc. By: /s/ James R. Brown Name---------------------------------- Robexx X. Xxxxxxxx, Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By: Xxxxx ---------------------------------- Robexx X. Xxxxn TitleXxxxxxxx, xx Attorney-in-Fact By: Xxxx Xxxxxxxxt ---------------------------------- Davix X. Xxxxxxxx, xx Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I II hereto. SMITH BARNEY INCSMITX XXXXXX XXX. GOLDMAN, SACHS ROBEXX X. XXXXX & COXO. NATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. INCORPORATED As Representatives xx xxx of the Several U.S. Underwriters By SMITH BARNEY INCBy: SMITX XXXXXX XXX. By: /s/ Michael E. Anderson Name: Xxxxxxx ---------------------------------- Kevix X. Anderson Title: Xxxxxxxx Managing Director SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter SPR INC. Part A - Firm Shares Name of Number of Selling Stockholders Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE II LOCK-UP LETTERSShares