PURCHASE AGREEMENT
                          DATED AS OF FEBRUARY 22, 1999
                                      AMONG
                         FRONTIERVISION PARTNERS, L.P.,
                                       AND
                     FVP GP, L.P., the GENERAL PARTNER, and
                  CERTAIN DIRECT AND INDIRECT LIMITED PARTNERS
                        OF FRONTIERVISION PARTNERS, L.P.,
                                   as Sellers,
                                       AND
                      ADELPHIA COMMUNICATIONS CORPORATION,
                                    as Buyer


<PAGE>



                               PURCHASE AGREEMENT
                          DATED AS OF FEBRUARY 22, 1999
  ----------------------------------------------------------------------------


                                TABLE OF CONTENTS
                                                                            Page


ARTICLE 1

         CERTAIN DEFINITIONS
         1.1      Terms Defined in this Section...............................1
         1.2      Terms Defined Elsewhere in this Agreement..................11
         1.3      Rules of Construction......................................13

ARTICLE 2

         SALE AND PURCHASE OF PURCHASED INTERESTS; ASSUMPTION OF
         LIABILITIES; ADDITIONAL PURCHASE CONSIDERATION
         2.1      Agreement to Sell and Buy..................................13
         2.2      Assumption of Obligations..................................14
         2.3      Additional Purchase Consideration for Purchased Interests..14
         2.4      Escrow Deposit; Registration Rights........................15
         2.5      Cash Consideration Adjustments.............................16
         2.6      Payment at Closing.........................................20
         2.7      Post-Closing Payment of Cash Consideration Adjustments.....20
         2.8      Seller Specific Liabilities................................23
         2.9      Additional Cash Consideration Adjustments..................25

ARTICLE 3

         REPRESENTATIONS AND WARRANTIES OF FVP
         3.1      Organization and Authority of FVP..........................28
         3.2      Authorization and Binding Obligation.......................28
         3.3      Organization and Ownership of FrontierVision Companies.....29
         3.4      Absence of Conflicting Agreements; Consents................30
         3.5      Financial Statements.......................................30
         3.6      Absence of Undisclosed Liabilities.........................31

                                      - i -
<PAGE>


                                                                            Page

         3.7      Absence of Certain Changes.................................31
         3.8      Franchises, Licenses, Material Contracts...................32
         3.9      Title to and Condition of Real Property and Tangible
                    Personal Property........................................32
         3.10     Intangibles................................................33
         3.11     Information Regarding the Systems..........................33
         3.12     Taxes......................................................36
         3.13     Employee Plans.............................................36
         3.14     Environmental Laws.........................................37
         3.15     Claims and Litigation......................................38
         3.16     Compliance With Laws.......................................38
         3.17     Transactions with Affiliates...............................38
         3.18     Broker.....................................................39
         3.19     Securities Law Matters.....................................39
         3.20     Cure.......................................................40

ARTICLE 4

         REPRESENTATIONS AND WARRANTIES OF SELLERS
         4.1      Authority of Sellers; Authorization and Binding Obligation.40
         4.2      Absence of Conflicting Agreements; Consents................41
         4.3      Title to Purchased Interests...............................41
         4.4      Broker.....................................................42
         4.5      Taxes......................................................43
         4.6      Securities Law Matters.....................................43
         4.7      Cure.......................................................44

ARTICLE 5

         REPRESENTATIONS AND WARRANTIES OF BUYER
         5.1      Organization; Authorization and Binding Obligation.........44
         5.2      Authorization and Binding Obligation.......................45
         5.3      Absence of Conflicting Agreements; Consents................45
         5.4      Capital Structure; ACC Class A Common Stock................46
         5.5      Claims and Litigation......................................46
         5.6      SEC Reports................................................46
         5.7      Broker.....................................................47
         5.8      Investment Purpose; Investment Company.....................47
         5.9      Cure.......................................................48


                                     - ii -
<PAGE>


                                                                            Page

ARTICLE 6

         SPECIAL COVENANTS AND AGREEMENTS
         6.1      Operation of Business Prior to Closing.....................48
         6.2      Confidentiality; Press Release.............................52
         6.3      Cooperation; Commercially Reasonable Efforts...............53
         6.4      Consents...................................................53
         6.5      HSR Act Filing.............................................58
         6.6      Buyer's Qualifications and Financing.......................59
         6.7      Discharge of Debt Documents................................59
         6.8      Retention and Access to the FrontierVision Companies'
                    Records..................................................60
         6.9      Employee Matters...........................................61
         6.10     Tax Matters................................................63
         6.11     FrontierVision Name........................................64
         6.12     Releases...................................................65
         6.13     Directors and Officers Insurance...........................65
         6.14     Rate Regulatory Matters....................................65
         6.15     Distribution by SPCs of Interest in General Partner;
                    Cancellation of SPC Notes................................66
         6.16     Cooperation on Buyer SEC Matters...........................66
         6.17     Stock Consideration Registration Rights Agreement..........67
         6.18     State Cable Systems........................................67
         6.19     Lien Searches..............................................68
         6.20     Distant Signals; Copyright Matters.........................68

ARTICLE 7

         CONDITIONS TO OBLIGATIONS OF BUYER AND SELLERS
         7.1      Conditions to Obligations of Buyer.........................69
         7.2      Conditions to Obligations of Sellers.......................72

ARTICLE 8

         CLOSING AND CLOSING DELIVERIES
         8.1      Closing....................................................74
         8.2      Deliveries by Sellers......................................76
         8.3      Deliveries by Buyer........................................77


                                     - iii -
<PAGE>



                                                                            Page
ARTICLE 9

         TERMINATION
         9.1      Termination by Agreement...................................78
         9.2      Termination by FVP.........................................78
         9.3      Termination by Buyer.......................................79
         9.4      Effect of Termination......................................80
         9.5      Attorneys' Fees............................................81

ARTICLE 10

         SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION;
         CERTAIN REMEDIES
         10.1     Survival...................................................81
         10.2     Indemnification by Sellers.................................81
         10.3     Post-Closing Escrow Agreement..............................82
         10.4     Indemnification by Buyer...................................83
         10.5     Certain Limitations on Indemnification Obligations.........84
         10.6     Procedure for Indemnification..............................87
         10.7     Treatment of Indemnification Payments......................88

ARTICLE 11

         MISCELLANEOUS
         11.1     Fees and Expenses..........................................88
         11.2     Notices....................................................89
         11.3     Benefit and Binding Effect.................................90
         11.4     Further Assurances ........................................90
         11.5     GOVERNING LAW..............................................90
         11.6     Entire Agreement...........................................91
         11.7     Amendments; Waiver of Compliance; Consents.................91
         11.8     Consent and Agreements of Sellers..........................91
         11.9     Counterparts...............................................92


                                     - iv -
<PAGE>


                      FRONTIERVISION'S DISCLOSURE SCHEDULE


Section             Description
Section 1.1         Excluded Assets; Seasonal Subscribers; Prepayment Penalties
Section 2.5         Capital Expenditures Budget; Carriage Adjustments
Section 3.3         Ownership of FrontierVision Companies
Section 3.4         FrontierVision Conflicts; Consents
Section 3.5         Financial Statements
Section 3.6         FrontierVision Liabilities
Section 3.7         Certain Developments
Section 3.8         Franchises, Licenses, Contracts
Section 3.9         Real Property and Tangible Personal Property; Encumbrances
Section 3.10        Intangibles
Section 3.11        Systems Information
Section 3.12        Tax Matters
Section 3.13        Employee Plans
Section 3.14        Environmental Matters
Section 3.15        Claims and Litigation
Section 3.16        Compliance with Laws
Section 3.17        Transactions with Affiliates
Section 3.18        Broker
Section 4.2         Sellers Conflicts; Consents
Section 4.3         Title to Purchased Interests
Section 6.1         Post-Signing Covenants
Section 6.4         Franchise Rebuild/Upgrade Requirements



                                      - v -
<PAGE>


                                TABLE OF EXHIBITS


Exhibit             Description
Exhibit A           Form of Noncompetition Agreement
Exhibit B           Form of Post-Closing Escrow Agreement
Exhibit C           Form of Opinion of FVP's Counsel
Exhibit D           Form of Opinion of Buyer's Counsel
Exhibit E           Addresses of Sellers
Exhibit F           Closing Net Liabilities Example Calculation
Exhibit G           Form of Seller Release
Exhibit H           Form of Management Release
Exhibit I           Post-Closing Escrow Agreement Release Provisions Example


                                     - vi -
<PAGE>


                               PURCHASE AGREEMENT

     THIS PURCHASE  AGREEMENT (this  "Agreement") is entered into as of February
22,  1999,  by and among  FrontierVision  Partners,  L.P.,  a  Delaware  limited
partnership  ("FVP"), FVP GP, L.P., a Delaware limited partnership (the "General
Partner"),  each party  named as a "Limited  Partner  Seller" on the  signatures
pages hereto, each party named as an "SPC Seller" on the signature pages hereto,
and Adelphia Communications Corporation, a Delaware corporation ("Buyer").

                                    RECITALS

     The General  Partner owns all of the general  partnership  interests in FVP
and certain  Subordinated  Notes issued by FVP. The Limited  Partner Sellers are
each limited  partners of FVP and own limited  partnership  interests in FVP and
certain  Subordinated  Notes  issued  by FVP.  Each SPC  Seller  owns all of the
capital  stock of an SPC,  which in turn is a limited  partner of FVP and owns a
limited  partnership  interest in FVP and certain  Subordinated  Notes issued by
FVP.  The SPC  Sellers  also  hold  certain  Subordinated  Notes  issued by FVP.
Collectively,  the Limited  Partner  Sellers and the SPCs own all of the limited
partnership  interests in FVP, and collectively the General Partner, the Limited
Partner Sellers,  the SPC Sellers and the SPCs own all of the Subordinated Notes
issued by FVP. Buyer desires to acquire from the General Partner and the Limited
Partner Sellers all of their partnership interests in FVP and Subordinated Notes
issued by FVP and desires to acquire  from the SPC Sellers all of their stock in
the SPCs and  Subordinated  Notes  issued by FVP. The General  Partner,  Limited
Partner Sellers and SPC Sellers (collectively,  the "Sellers" and individually a
"Seller") desire to sell to Buyer all of their  partnership  interests in FVP or
stock in the SPCs, as described above and all of their Subordinated Notes issued
by FVP as described above, in each case for the  consideration  and on the terms
and conditions set forth in this Agreement.

                                   AGREEMENTS

     In  consideration  of the above  recitals and of the mutual  agreements and
covenants contained in this Agreement, the parties to this Agreement,  intending
to be bound legally, agree as follows:

                                    ARTICLE 1

                               CERTAIN DEFINITIONS

     1.1 Terms Defined in this Section.

     The following terms, as used in this Agreement, have the meanings set forth
in this Section:

                                      - 1 -
<PAGE>


         "ACC Class A Common  Stock" means the Class A Common  Stock,  par value
$.01 per share,  of Buyer that is authorized  and  designated as such in Buyer's
Certificate of Incorporation as in effect on the date of this Agreement.

         "Accounts Receivable" means all rights of the FrontierVision  Companies
to  payment  for  goods  or  services  provided  prior to the  Adjustment  Time,
including rights to payment for cable services to customers of the Systems,  the
sale of advertising,  the leasing of channels,  and other goods and services and
rentals.

         "Adjustment  Time"  means (A) with  respect  to  Adjustment  Assets and
Adjustment   Liabilities   and  other  items  that   primarily   relate  to  the
FrontierVision  Companies as a whole,  11:59 p.m., local Denver time, on the day
immediately  preceding  the Closing  Date,  and (B) with  respect to  Adjustment
Assets and Adjustment  Liabilities  and other items that  primarily  relate to a
particular System, 11:59 p.m. local time for that System, on the day immediately
preceding the Closing Date.

         "Affiliate"  means,  with respect to any Person,  any other Person that
directly  or  indirectly  through  one  or  more  intermediaries   controls,  is
controlled by, or is under common control with the specified Person.

         "Assets"  means all of the  tangible  and  intangible  assets  that are
owned,  leased  or held by the  FrontierVision  Companies  and  that are used in
connection  with the conduct of the business or  operations of the Systems other
than the Excluded Assets and less any such Assets that are sold, transferred, or
otherwise conveyed by the FrontierVision Companies to third Persons prior to the
Closing in accordance with the provisions of this Agreement,  provided that with
respect  to any  assets  that are  leased  by the  FrontierVision  Companies  or
otherwise not owned by the FrontierVision Companies,  "Assets" includes only the
interest, title and rights in such assets held by the FrontierVision Companies.

         "Basic  Subscriber"  means,  with respect to any System as of any date,
each residential customer or resident of a multiple dwelling unit served by such
System who subscribes to at least  broadcast  basic service  (either alone or in
combination  with any  other  service  and  including  subscribers  who  receive
regularly  offered  discounts),  and who has  rendered  payment  for one month's
service  at such  System's  regular  basic  monthly  subscription  rate  without
discount (excluding regularly offered discounts) and who does not have more than
$10.00  (excluding  late  charges  and fees and  amounts  subject to a bona fide
dispute)  that is two months or more past due from and including the last day of
the period to which any outstanding bill relates.

         "Bulk  Subscriber"  means,  with respect to any System,  any commercial
establishment (e.g., any hotel or motel) or multiple dwelling unit establishment
(e.g., any apartment, condominium or cooperative building) served by such System
that  subscribes  to at  least  broadcast  basic  service  (either  alone  or in
combination  with any  other  service),  and who has  rendered  payment  for one
month's service

                                                       - 2 -
<PAGE>


at such customer's regular basic monthly subscription rate and who does not have
more than $10.00  (excluding late charges and fees and amounts subject to a bona
fide  dispute)  that is two months or more past due from and  including the last
day of the period to which any outstanding bill relates.

         "Cable  Act"  means  Title VI of the  Communications  Act of  1934,  as
amended,  47 U.S.C.  Section 151 et seq., and all other  provisions of the Cable
Communications  Policy Act of 1984, the Cable Television Consumer Protection and
Competition  Act of 1992,  and the provisions of the  Telecommunications  Act of
1996  amending  Title  VI of the  Communications  Act of 1934,  in each  case as
amended and in effect from time to time.

         "Capital  Stock"  means  any  and  all  shares,   interests,  or  other
equivalent interests (however designated) in the equity of any Person, including
capital stock,  partnership interests,  and membership interests,  and including
any rights, options or warrants with respect thereto.

         "Charter Documents" means the articles or certificate of incorporation,
bylaws, certificate of limited partnership,  partnership agreement,  certificate
of formation,  limited  liability  company  operating  agreement,  and all other
organizational documents of any Person other than an individual.

         "Closing"  means  the  consummation  of the  purchase  and  sale of the
Purchased Interests pursuant to this Agreement in accordance with the provisions
of Article 8.

         "Closing Date" means the date on which the Closing occurs.

         "Code" means the Internal  Revenue  Code of 1986,  as amended,  and the
Treasury Regulations promulgated thereunder,  as amended and in effect from time
to time.

         "Consents" means the consents, permits, approvals and authorizations of
Governmental  Authorities and other Persons  necessary to transfer the Purchased
Interests to Buyer or otherwise to consummate the  transactions  contemplated by
this Agreement.

         "Contracts"  means  all  leases,  easements,  rights-of-way,  rights of
entry, programming agreements, pole attachment and conduit agreements,  customer
agreements, and other agreements,  written or oral (including any amendments and
other modifications  thereto) to which any FrontierVision  Company is a party or
which are binding upon any FrontierVision  Company and that relate to any of the
Assets  or the  business  or  operations  of any  of the  Systems  or any of the
FrontierVision  Companies and (A) which are in effect on the date hereof, or (B)
which are entered into by any FrontierVision Company between the date hereof and
the Closing Date.

         "Copyright  Act" means the  Copyright  Act of 1976,  as amended  and in
effect from time to time.


                                                       - 3 -
<PAGE>


         "Credit  Agreement"  means  the  Second  Amended  and  Restated  Credit
Agreement dated as of December 19, 1997 among FrontierVision Operating Partners,
L.P., as Borrower,  The Chase  Manhattan  Bank, as  Administrative  Agent,  J.P.
Morgan Securities Inc., as Syndication Agent, CIBC Inc., as Documentation Agent,
and each of the other Lenders party thereto,  as amended and in effect from time
to time.

         "Debt  Documents" means each of the loan or credit  agreements,  notes,
bonds,  indentures and other  agreements and  instruments  pursuant to which any
indebtedness  for  borrowed  money  or  any  capital  lease  obligation  of  any
FrontierVision  Company  (and  any  guarantee  by a  FrontierVision  Company  of
indebtedness  for borrowed money or any capitalized  lease obligation of another
Person that is not a FrontierVision Company) in an aggregate principal amount in
excess of $250,000 is outstanding or committed to.

         "Deposit  Escrow   Agreement"  means  the  Escrow  Agreement   executed
concurrently herewith by FVP, Buyer and the Escrow Agent.

         "Deposit  Registration  Rights Agreement" means the Registration Rights
Agreement  between  Buyer and FVP,  relating to the  registration  of the Escrow
Registrable Securities constituting the Deposit Escrow Property, which agreement
shall be executed on the date of this Agreement.

         "Employee Plan" means any pension, retirement, profit-sharing, deferred
compensation,  vacation,  severance, bonus, incentive,  medical, vision, dental,
disability,  life  insurance  or any other  employee  benefit plan as defined in
Section 3(3) of ERISA to which any FrontierVision Company or any ERISA Affiliate
of any FrontierVision Company contributes or which any FrontierVision Company or
any such ERISA Affiliate  sponsors or maintains,  or by which any FrontierVision
Company or any such ERISA Affiliate is otherwise bound.

         "Encumbrances"  means  any  pledge,  claim,  mortgage,   lien,  charge,
encumbrance,   or  security   interest   of  any  kind  or  nature   whatsoever.
Notwithstanding  the foregoing,  "Encumbrances" does not include any restriction
on transfer or assignment.

         "Environmental  Claim"  means  any  written  claim  or  notice  or  any
proceeding  before a Governmental  Authority  arising under or pertaining to any
Environmental Law or Hazardous Substance.

         "Environmental Law" means any Legal Requirement pertaining to land use,
air,  soil,  surface water,  groundwater  (including  the  protection,  cleanup,
removal,  remediation or damage thereof),  or to the protection of public health
and safety, or any other environmental  matter,  including the following laws as
amended and in effect from time to time: (A) Clean Air Act (42 U.S.C.  ss. 7401,
et seq.);  (B) Clean  Water Act (33 U.S.C.  ss.  1251,  et seq.);  (C)  Resource
Conservation and Recovery Act (42 U.S.C.  ss. 6901, et seq.); (D)  Comprehensive
Environmental Response, Compensation and Liability Act (42

                                                       - 4 -
<PAGE>


U.S.C.  ss. 9601,  et seq.);  (E) Safe  Drinking  Water Act (42 U.S.C.  300f, et
seq.); and (F) Toxic Substances Control Act (15 U.S.C. ss. 2601, et seq.).

         "Equivalent  Subscribers"  means,  with respect to any System as of any
date, the sum of: (A) the number of Basic  Subscribers  served by such System as
of such  date;  (B) the  number  of Basic  Subscribers  represented  by the Bulk
Subscribers  served  by such  System  as of such  date,  which  number  shall be
calculated for each class of service provided by such System by dividing (1) the
monthly  billings  attributable to such System's Bulk  Subscribers for each such
class of service  provided by such  System for the  calendar  month  immediately
preceding  the  date on  which  such  calculation  is  made,  by (2)  the  full,
non-discounted  monthly  rate  charged by such System for such class of service,
respectively  (excluding  pass-through  charges for sales  taxes,  line-itemized
franchise  fees,  fees  charged  by the  FCC  and  other  similar  line-itemized
charges); and (C) the number of equivalent Basic Subscribers  represented by the
"Seasonal  Subscribers"  of  the  FrontierVision  Companies  as of the  date  of
determination,  which number will be  determined  as set forth in Section 1.1 of
FrontierVision's  Disclosure  Schedule.  For purposes of the foregoing,  monthly
billings shall exclude  billings for a la carte or digital service tiers and for
premium services,  pass-through charges for sales taxes, line-itemized franchise
fees,  fees  charged by the FCC and other  similar  line-itemized  charges,  and
nonrecurring  charges or credits which include those  relating to  installation,
connection,  relocation and disconnection fees and miscellaneous  rental charges
for equipment such as remote control devices and converters.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, and the rules and regulations thereunder, as amended and in effect from
time to time.

         "ERISA  Affiliate"  means a trade or  business  affiliated  within  the
meaning of Sections 414(b), (c) or (m) of the Code.

         "Escrow Agent" means Bank of Montreal Trust Company.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and the rules and  regulations of the SEC promulgated  thereunder,  as in effect
from time to time.

         "Excluded  Assets"  means the  assets  listed as  "Excluded  Assets" in
Section 1.1 of FrontierVision's Disclosure Schedule.

         "FCC" means the Federal Communications Commission.

         "FCC Regulations"  means the rules,  regulations and published policies
of the FCC  promulgated  by the FCC with  respect to the Cable Act, as in effect
from time to time.


                                                       - 5 -
<PAGE>


         "Franchise  Area" means any geographic  area in which a  FrontierVision
Company  is  authorized  to  provide  cable  television  service  pursuant  to a
Franchise  or provides  cable  television  service in which a  Franchise  is not
required pursuant to applicable Legal Requirements.

         "Franchise"   means  any  cable   television   franchise   and  related
agreements,  ordinances,  permits or other authorizations issued or granted to a
FrontierVision Company by any Franchising Authority.

         "Franchising  Authorities" means all Governmental Authorities that have
issued or granted any Franchises relating to the operation of a System.

         "FrontierVision  Companies"  means FVP and each of the  other  entities
listed  as  "FrontierVision   Companies"  in  Section  3.3  of  FrontierVision's
Disclosure  Schedule,  each of which may be referred to herein individually as a
"FrontierVision  Company." None of Main Security  Surveillance,  Inc., The Maine
InternetWorks,  Inc., or Landmark NetAccess,  Inc. is a "FrontierVision Company"
as used in this Agreement,  except that for the limited  purposes of determining
"Adjustment Assets" and "Adjustment Liabilities" of the FrontierVision Companies
in  accordance  with Section 2.5,  Main  Security  Surveillance,  Inc.  shall be
treated as a FrontierVision Company.

         "FrontierVision's    Disclosure   Schedule"   means    FrontierVision's
Disclosure  Schedule referred to in this Agreement and delivered to Buyer by FVP
and Sellers concurrently with the execution of this Agreement.

         "FrontierVision Inc." means FrontierVision Inc., a Delaware
corporation.

         "FrontierVision  Liabilities" means, with respect to the FrontierVision
Companies on a consolidated basis, without  duplication,  all liabilities of the
FrontierVision  Companies (as defined and  determined in accordance  with GAAP),
including,  without  limitation  the  following:  (A)  all  obligations  of  the
FrontierVision  Companies  for  borrowed  money;  (B)  all  obligations  of  the
FrontierVision  Companies  evidenced by bonds,  debentures,  notes,  indentures,
mortgages, or similar instruments;  and (C) all capital lease obligations of the
FrontierVision   Companies.   Notwithstanding  the  foregoing,   "FrontierVision
Liabilities" shall not include:  (A) any amounts in respect of performance bonds
issued  by  any of the  FrontierVision  Companies  in  the  ordinary  course  of
business;  (B) any  amounts in the nature of  prepayment  penalties  or premiums
resulting  from  the  consummation  of the  transactions  contemplated  by  this
Agreement or  satisfaction  of the Indentures,  which  prepayment  penalties and
premiums  with  respect to the Debt  Documents  are set forth in Section  1.1 of
FrontierVision's  Disclosure  Schedule;  and  (C)  the  Subordinated  Notes.  No
liability that would otherwise be included within the meaning of "FrontierVision
Liability"  as  defined  above  shall be  excluded  from the  definition  solely
because:  (A) the  liability  relates to an item or matter  that  constitutes  a
Permitted Encumbrance; or (B) the liability relates to an item or matter that is
disclosed to Buyer in this Agreement or FrontierVision's Disclosure Schedule.


                                                       - 6 -
<PAGE>


         "GAAP" means generally accepted  accounting  principles as in effect in
the United States from time to time.

         "General  Partnership  Interest" means the general partnership interest
in FVP held by the General Partner.

         "Governmental   Authority"   means  any   federal,   state,   or  local
governmental  authority,  including  any court or  administrative  or regulatory
agency.

         "Hazardous  Substance" means any pollutant,  contaminant,  hazardous or
toxic substance,  material, constituent or waste or any pollutant or any release
thereof  that is  labeled or  regulated  as such by any  Governmental  Authority
pursuant to an Environmental Law, including,  without  limitation,  petroleum or
petroleum compounds,  radioactive materials, asbestos or any asbestos-containing
material, or polychlorinated biphenyls.

         "HSR Act" means the  Hart-Scott-Rodino  Antitrust  Improvements  Act of
1976,  and the  regulations  promulgated  by the Federal Trade  Commission  with
respect thereto, as amended and in effect from time to time.

         "Indentures"  means:  (A) the  Indenture  dated as of  October 7, 1996,
between  FrontierVision  Operating  Partners,  L.P. and  FrontierVision  Capital
Corporation,  as  Issuers,  and U.S.  Bank  National  Association,  as  Trustee,
relating to the 11% Senior  Subordinated  Notes due 2006 (the "1996 Indenture");
(B)  the  Indenture  dated  as of  September  19,  1997  between  FrontierVision
Holdings, L.P. and FrontierVision Holdings Capital Corporation,  as Issuers, and
U.S.  Bank  National  Association,  as  Trustee,  relating to the 11 7/8% Senior
Discount Notes due 2007 (the "1997  Indenture");  and (C) the Indenture dated as
of December 9, 1998 between  FrontierVision  Holdings,  L.P. and  FrontierVision
Holdings Capital II Corporation, as Issuers, and U.S. Bank National Association,
as Trustee,  relating to the 11 7/8% Senior  Discount  Notes due 2007,  Series B
(the "1998 Indenture"), in each case as amended and in effect from time to time,
each of which may be referred to herein individually as an "Indenture."

         "Intangibles" means all copyrights,  trademarks,  trade names,  service
marks,  service names,  patents,  permits,  proprietary  information,  technical
information  and data,  machinery  and equipment  warranties,  and other similar
intangible  property  rights  and  interests  issued  to or  owned by any of the
FrontierVision Companies.

         "Legal  Requirements"  means  applicable  common law and any applicable
statute,  ordinance,  code or other law, rule,  regulation,  order, technical or
other  standard,  requirement  or procedure  enacted,  adopted,  promulgated  or
applied  by any  Governmental  Authority,  including  any  applicable  decree or
judgment  of a court of  competent  jurisdiction,  all as in effect from time to
time.


                                                       - 7 -
<PAGE>


         "Licenses" means all domestic  satellite,  business radio and other FCC
licenses,  and all other  licenses,  authorizations  and  permits  issued by any
Governmental  Authority that is held by a FrontierVision Company in the business
and operations of the Systems, excluding the Franchises.

         "Limited Partnership Interests" means the limited partnership interests
in FVP held by the Limited Partner Sellers.

         "Loss" means any claim, loss, liability,  damages, penalties, costs and
expenses (excluding any and all consequential, incidental and special damages).

         "Management Release" means the "Agreement of Release"  substantially in
the form of Exhibit H to be  delivered  to Buyer by the  Persons  designated  on
Exhibit H at the Closing.

         "Material Contract" means the Debt Documents,  the Material Leases, and
any other Contract that requires payments by one of the FrontierVision Companies
(or entitles one of the  FrontierVision  Companies to payments) in the aggregate
of more than $100,000  during the current term of such  Contract,  but "Material
Contract"  specifically excludes all subscription  agreements with customers and
specifically excludes all pole attachment and conduit agreements.

         "Material  Lease" means all headend,  tower and microwave  site leases,
fiber leases,  and any other lease  designated as a "Material  Lease" in Section
3.9 of FrontierVision's Disclosure Schedule.

         "Noncompetition   Agreement"   means   either  of  the   Noncompetition
Agreements  between  Buyer and each of the two Persons  designated on Exhibit A,
substantially  in the form of  Exhibit  A with  respect  to such  Person,  which
agreements shall be executed and delivered on the Closing Date.

         "Permitted  Encumbrances"  means each of the  following:  (A) liens for
current taxes and other  governmental  charges that are not yet delinquent;  (B)
liens for taxes,  assessments,  governmental  charges  or levies,  or claims the
non-payment  of which  is  being  diligently  contested  in good  faith or liens
arising out of judgments or awards  against the  FrontierVision  Companies  with
respect to which at the time there  shall be a  prosecution  for appeal or there
shall be a  proceeding  to review or the time  limit has not yet run for such an
appeal or review  with  respect to such  judgment or award;  provided  that with
respect to the foregoing liens in this clause (B),  adequate reserves shall have
been set  aside on the  FrontierVision  Companies'  books,  and no  foreclosure,
distraint,  sale or similar  proceedings  shall have been commenced with respect
thereto that remain  unstayed for a period of 60 days after their  commencement;
(C) liens of carriers,  warehousemen,  mechanics,  laborers, and materialmen and
other similar  statutory  liens incurred in the ordinary  course of business for
sums not yet due or being  diligently  contested  in good  faith,  and for which
adequate  reserves have been set aside on the  FrontierVision  Companies' books;
(D) liens  incurred  in the  ordinary  course of  business  in  connection  with
worker's compensation and unemployment  insurance or similar laws; (E) statutory
landlords'  liens;  (F) with respect to the Real  Property,  leases,  easements,
rights to access, rights-of-way, mineral rights

                                                       - 8 -
<PAGE>


or other similar  reservations  and  restrictions and defects of title which are
either of record or set forth in FrontierVision's  Disclosure Schedule or in the
deeds or leases to such Real Property or which (except in the case of owned Real
Property, and which), either individually or in the aggregate, do not materially
and adversely  affect or interfere with the ownership or use or marketability of
any such  Real  Property  in the  business  and  operations  of the  Systems  as
presently conducted; and (G) any other claims or encumbrances that are described
in  Section  3.9 of  FrontierVision's  Disclosure  Schedule  and that  relate to
Assumed  Liabilities that are not discharged in full at the Closing or that will
be removed prior to or at Closing.

         "Person" means an individual,  corporation,  association,  partnership,
joint venture,  trust,  estate,  limited  liability  company,  limited liability
partnership, Governmental Authority, or other entity or organization.

         "Post-Closing Escrow Agreement" means the Post-Closing Escrow Agreement
among Buyer, Sellers, and the Escrow Agent, substantially in the form of Exhibit
B but subject to Section 10.3,  which  agreement shall be executed and delivered
on the Closing Date.

         "Purchased  Interests"  means the  General  Partnership  Interest,  the
Limited Partnership Interests, the SPC Stock, the Subordinated Notes held by the
General Partner, the Subordinated Notes held by the Limited Partner Sellers, and
the Subordinated Notes held by the SPC Sellers.

         "Rate  Regulatory  Matter"  shall  mean,  with  respect  to  any  cable
television  system,  any matter or any effect on such system or the  business or
operations  thereof,  arising  out of or  related  to the  Cable  Act,  any  FCC
Regulations heretofore adopted thereunder,  or any other present or future Legal
Requirement  dealing with,  limiting or affecting the rates which can be charged
by  cable  television  systems  to their  customers  (whether  for  programming,
equipment, installation, service or otherwise).

         "Real Property" means all of the fee and leasehold  estates and, to the
extent of the interest, title, and rights of the FrontierVision Companies in the
following, buildings and other improvements thereon, easements, licenses, rights
to access,  rights-of-way,  and other real property  interests that are owned or
held by any of the  FrontierVision  Companies  and  used or held  for use in the
business or operations of the Systems, plus such additions thereto and less such
deletions  therefrom  arising  between the date  hereof and the Closing  Date in
accordance with this Agreement.

         "SEC" means the U.S. Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended,  and the
rules and regulations of the SEC promulgated thereunder,  as in effect from time
to time.

         "Seller Release" means the "Agreement of Release"  substantially in the
form of Exhibit G to be delivered to Buyer by each Seller at the Closing.

                                                       - 9 -
<PAGE>


         "SPC"  means any  corporation  that is a limited  partner  of FVP,  the
Capital  Stock of which  corporation  is being  sold to Buyer  pursuant  to this
Agreement.

         "SPC Notes"  means  certain  promissory  notes issued by certain of the
SPCs to the SPC Seller which owns all of the Capital Stock of such SPC.

         "SPC Stock" means the Capital Stock of the SPCs held by the SPC
Sellers.

         "Stock   Consideration   Registration   Rights   Agreement"  means  the
Registration  Rights  Agreement  among  Buyer  and  Sellers,   relating  to  the
registration of the Stock Consideration  Registrable Securities constituting the
Stock  Consideration,  which  agreement  shall be  executed  on the date of this
Agreement.

         "Subordinated  Notes" means certain Subordinated Notes issued by FVP to
the General Partner,  the Limited Partner Sellers, the SPC Sellers, and the SPCs
in connection with their investments in FVP.

         "Subsidiary"  means,  with  respect to any Person,  any other Person of
which  the  outstanding  voting  Capital  Stock  sufficient  to elect at least a
majority of its board of directors or other  governing body (or, if there are no
such  voting  interests,  of which  50% or more of the  Capital  Stock) is owned
(beneficially  or otherwise)  directly or indirectly by such first Person or any
Subsidiary thereof.

         "Systems" means the cable television  systems owned and operated by any
FrontierVision  Company or any  combination of any of them, each of which may be
referred to herein individually as a "System."

         "Tangible  Personal  Property"  means  all  of  the  equipment,  tools,
vehicles,   furniture,   leasehold   improvements,   office  equipment,   plant,
converters, spare parts, and other tangible personal property which are owned or
leased by any of the  FrontierVision  Companies  and used or held for use in the
conduct of the  business  or  operations  of the  Systems,  plus such  additions
thereto and less such deletions  therefrom  arising  between the date hereof and
the Closing Date in accordance with this Agreement.

         "Tax"  means any  federal,  state,  local,  or  foreign  income,  gross
receipts,  windfall  profits,  severance,   property,  production,  sales,  use,
license, excise, franchise, capital, transfer, employment, withholding, or other
tax or  governmental  assessment,  together  with any  interest,  additions,  or
penalties with respect  thereto and any interest in respect of such additions or
penalties.

         "Tax Return" means any tax return,  declaration  of estimated  tax, tax
report or other  tax  statement,  or any other  similar  filing  required  to be
submitted to any Governmental Authority with respect to any Tax.

         "Transaction Documents" means this Agreement, the Deposit Escrow
Agreement, the Post-Closing Escrow Agreement, the Noncompetition Agreements,
the Deposit Registration Rights
                                                       - 10 -
<PAGE>


Agreement,  the Stock Consideration  Registration  Rights Agreement,  the Seller
Releases,  the  Management  Releases,  and  the  other  documents,   agreements,
certificates  and other  instruments to be executed,  delivered and performed by
the parties in connection with the transactions contemplated by this Agreement.

         "Upset  Date"  means  the  one  year  anniversary  of the  date of this
Agreement,  as such date may be  extended  pursuant  to the  provisions  of this
Agreement, including, without limitation, Sections 8.1, 9.2 and 9.3.

         "Weighted  Average  Trading  Price"  means  the price  determined  by a
fraction,  the  numerator  of  which  is  the  sum of the  results  obtained  by
multiplying,  for each of the trading days in the period of measurement, (A) the
total number of shares of ACC Class A Common Stock or other  security  traded on
each of said trading days on the principal U.S.  trading  market  (whether stock
exchange,  the NASDAQ National Market System,  or otherwise) on which such stock
or other  security  is traded,  by (B) the  closing  sale price of such stock or
other  security  (as  published  in the  Northeast  Edition  of The Wall  Street
Journal)  for each of said trading  days,  and the  denominator  of which is the
total  number of shares of such stock or other  security  traded on the  trading
days in the period of measurement.

         1.2      Terms Defined Elsewhere in this Agreement.

         For purposes of this  Agreement,  the following terms have the meanings
set forth in the sections indicated:


Term                                                      Section
----                                                      -------
120-Day Period                                            Section 7.1(d)(1)(A)
Adjustment Assets                                         Section 2.5(b)(1)
Adjustment Liabilities                                    Section 2.5(b)(2)
Agent                                                     Section 11.8
Assumed Employees                                         Section 6.9(a)
Assumed Liabilities                                       Section 2.2
Audited Financial Statements                              Section 3.5(a)
Buyer                                                     First Paragraph
Buyer's 10-K                                              Section 5.6(a)
Buyer's 10-Q                                              Section 5.6(a)
Cash Consideration                                        Section 2.3(a)(1)


                                                       - 11 -
<PAGE>



Claimant                                                  Section 10.6(a)
Closing Cash Payment                                      Section 2.6
Closing Equivalent Subscribers                            Section 2.5(a)
Closing Net Liabilities                                   Section 2.5(b)
Deposit Escrow Property                                   Section 2.4(a)
Designated Material Consent Franchise                     Section 6.4(b)
Designated Non-Material Consent                           Section 6.4(b)
Franchise
Escrow Registrable Securities                             Section 2.4(b)
Financial Statements                                      Section 3.5(a)
Final Closing Statement                                   Section 2.7(b)
FVP                                                       First Paragraph
GECC                                                      Section 6.7(c)
GECC Facility Consent                                     Section 6.7(c)
General Partner                                           First Paragraph
Indemnifying Party                                        Section 10.6(a)
Limited Partner Seller                                    First Paragraph
Material Consent Franchise                                Section 7.1(d)(1)
Material Renewal Franchise                                Section 6.4(c)
Net Closing Cash Payment                                  Section 2.7(a)
Post-Closing Adjustments Escrow                           Section 2.7(a)
Post-Closing Adjustment Funds                             Section 2.7(a)
Post-Closing Indemnity Escrow                             Section 10.3
Post-Closing Indemnity Property                           Section 10.3
Preliminary Closing Statement                             Section 2.6
Purchase Consideration                                    Section 2.3(a)
Renewal Franchises                                        Section 6.1(a)(1)


                                                       - 12 -
<PAGE>



Renewal Window                                            Section 6.4(d)
Seller                                                    Recitals
SPC Seller                                                First Paragraph
Stock Consideration                                       Section 2.3(a)(2)
Stock Consideration Registrable                           Section 6.17
Securities
Unaudited Financial Statements                            Section 3.5(a)
Warn Act                                                  Section 9(a)

         1.3      Rules of Construction.

         Words  used in this  Agreement,  regardless  of the  gender  and number
specifically used, shall be deemed and construed to include any other gender and
any other number as the context  requires.  As used in this Agreement,  the word
"including"  is not  limiting,  and the word  "or" is not  exclusive.  Except as
specifically  otherwise provided in this Agreement in a particular  instance,  a
reference  to a  Section  is a  reference  to a  Section  of this  Agreement,  a
reference to an Exhibit is a reference to an Exhibit to this Agreement,  and the
terms  "hereof,"  "herein,"  and other like terms refer to this  Agreement  as a
whole,  including the Disclosure  Schedules and the Exhibits to this  Agreement,
and  not  solely  to any  particular  part of this  Agreement.  The  descriptive
headings in this  Agreement are inserted for  convenience  of reference only and
are not  intended  to be part of or to affect the meaning or  interpretation  of
this Agreement.

                                    ARTICLE 2

                   SALE AND PURCHASE OF PURCHASED INTERESTS;
                 ASSUMPTION OF LIABILITIES; ADDITIONAL PURCHASE
                                  CONSIDERATION

         2.1      Agreement to Sell and Buy.

         Subject to the terms and conditions set forth in this  Agreement,  each
Seller hereby agrees to sell, transfer, and deliver to Buyer at the Closing, and
Buyer hereby agrees to purchase at the Closing,  the Purchased Interests held by
such Seller, free and clear of all Encumbrances.


                                                       - 13 -
<PAGE>


         2.2      Assumption of Obligations.

         In consideration of the sale of the Purchased  Interests,  concurrently
with the Closing,  Buyer shall assume all obligations and liabilities associated
with the Purchased  Interests  purchased by Buyer,  whether such obligations and
liabilities  arose prior to the Closing or arise  after the  Closing,  including
(and  notwithstanding  any  provision  of  applicable  partnership  law  to  the
contrary) all obligations  and  liabilities  arising out of the ownership of the
General Partnership Interest (collectively,  the "Assumed  Liabilities").  After
the Closing Buyer shall cause the  FrontierVision  Companies to discharge all of
their  obligations  and  liabilities,  whether such  obligations and liabilities
arose prior to the Closing or arise after the Closing, including all obligations
and liabilities relating to the business and operations of the Systems; provided
that Buyer shall not be deemed to have  assumed  directly  any  obligations  and
liabilities of the FrontierVision  Companies  vis-a-vis any Person that is not a
party to this Agreement or entitled to indemnification under this Agreement.  In
addition, nothing in this Section 2.2 shall impair Buyer's rights under Sections
2.5, 2.8 and 2.9 or Buyer's  indemnification  rights under  Article 10 after the
Closing (subject in each case to the limitations provided therein).

         2.3      Additional Purchase Consideration for Purchased Interests.

                  (a) In  addition to assuming  the Assumed  Liabilities,  Buyer
shall pay and deliver to Sellers as consideration  for the sale of the Purchased
Interests (the "Purchase Consideration"):

                           (1)      A cash payment equal to Six Hundred Million
Dollars ($600,000,000),subject to adjustment in accordance with this Article 2
(the "Cash Consideration");

                           (2)      7,000,000 shares of ACC Class A Common Stock
, together with the kind and amounts of securities, cash and other property that
Sellers would have held or been  entitled to receive as of the Closing  (whether
resulting from a stock split,  subdivision,  combination or  reclassification of
the outstanding capital stock of Buyer, or in redemption thereof, or as a result
of any merger,  consolidation,  acquisition or other exchange of assets to which
Buyer may be a party or  otherwise)  had Sellers held such shares of ACC Class A
Common Stock as of the date of this Agreement and retained such shares,  and all
securities,  cash and other property distributed or issued with respect to or in
substitution  or  exchange  therefor,  during the  period  from the date of this
Agreement  through (and  including) the Closing Date  (collectively,  the "Stock
Consideration").  To the extent  Adelphia  pays cash to the Sellers  pursuant to
Section  8.1(a)(4) in lieu of delivering  the ACC Class A Common Stock (or other
securities,  cash and property  described in the preceding  sentence),  the term
"Stock Consideration" shall include all such cash as the context requires.

                  (b) The Cash Consideration  (and any adjustments  thereto) and
the Stock Consideration shall be allocated among the Purchased Interests and the
Sellers as  determined by the Sellers and delivered to Buyer in writing at least
two days prior to the Closing. Not more than 44% of

                                                       - 14 -
<PAGE>


the aggregate Purchase Consideration shall be allocated to the purchase and sale
of the Purchased Interests held by the SPC Sellers.

         2.4      Escrow Deposit; Registration Rights.

                  (a)  Deposit  of ACC Class A Shares.  Simultaneously  with the
execution of this Agreement,  and as a material inducement to FVP and Sellers to
enter into this  Agreement,  Buyer shall cause  1,000,000  shares of ACC Class A
Common  Stock to be issued in the name of FVP and  delivered to the Escrow Agent
to be held in escrow  pursuant  to the terms of the  Deposit  Escrow  Agreement,
which is to be  executed  concurrently  herewith by Buyer,  FVP,  and the Escrow
Agent. The "Deposit Escrow Property" means,  collectively,  the 1,000,000 shares
of ACC Class A Common Stock deposited pursuant to this Section 2.4(a),  together
with the kind and amounts of  securities,  cash and other  property that Sellers
would have held or been  entitled to receive as of the date the  Deposit  Escrow
Property is released in accordance with this Agreement (whether resulting from a
stock split,  subdivision,  combination or  reclassification  of the outstanding
capital stock of Buyer, or in redemption  thereof, or as a result of any merger,
consolidation,  acquisition  or other exchange of assets to which Buyer may be a
party or otherwise)  had Sellers held such shares of ACC Class A Common Stock as
of the date of this Agreement and retained such shares, and all securities, cash
and other property  distributed or issued with respect to or in  substitution or
exchange  therefor,  during the period from the date of this  Agreement  through
(and  including) the date the Deposit Escrow  Property is released in accordance
with  this  Agreement,  and also  includes,  to the  extent  relevant,  all cash
deposited  with the Escrow  Agent  pursuant to Section  2.4(b) and all  earnings
thereon.

                  (b) Deposit Registration Rights Agreement. Simultaneously with
the execution of this Agreement, and as a material inducement to FVP and Sellers
to enter into this  Agreement,  Buyer  shall  execute  and  deliver  the Deposit
Registration  Rights  Agreement,  pursuant to which Buyer will grant FVP certain
rights as provided  therein in respect of the shares of ACC Class A Common Stock
or other  securities  constituting  the Deposit  Escrow  Property  (the  "Escrow
Registrable  Securities").  As soon as  practicable  after the execution of this
Agreement,  Buyer shall file an  appropriate  registration  statement  under the
Securities  Act  covering  the  registration  of all of such Escrow  Registrable
Securities.  Buyer shall then use commercially  reasonable efforts to cause such
registration statement to be declared effective under the Securities Act as soon
as practicable  thereafter and kept effective in accordance  with the provisions
of the Deposit  Registration Rights Agreement,  and Buyer shall otherwise comply
with  the  provisions  of  the  Deposit  Registration  Rights  Agreement.  If  a
registration   statement  covering  the  registration  of  all  of  such  Escrow
Registrable  Securities has not been declared effective under the Securities Act
(and such  registration  statement  shall not be  subject  to any stop  order or
proceeding  seeking a stop order) on the earlier of (1) the date FVP  terminates
this Agreement in accordance with Section 9.2 as a result of a willful breach of
this  Agreement by Buyer  (including a willful  breach as described in the first
sentence of Section 9.4(c)),  and (2) May 31, 1999, Buyer shall deposit with the
Escrow Agent, on the next business day, cash in an amount equal to the aggregate
fair market value of the shares of ACC Class A Common Stock or other  securities
constituting the Deposit Escrow Property

                                                       - 15 -
<PAGE>


(computed on the basis of the Weighted  Average  Trading Price of such shares of
ACC Class A Common  Stock or other  securities  for the ten day  trading  period
beginning  on the  thirteenth  trading  day  prior to the  date on  which  Buyer
deposits such cash amount pursuant to this sentence). Upon such payment by Buyer
to the Escrow  Agent,  all of such  shares of ACC Class A Common  Stock or other
securities  constituting  the Deposit Escrow Property shall be released and paid
over to  Buyer  but all cash  funds,  if any,  included  in the  Deposit  Escrow
Property and previously held by the Escrow Agent shall be retained by the Escrow
Agent as part of the Deposit Escrow Property.

                  (c) Release of Deposit Escrow Property. At the Closing, all of
the Deposit Escrow Property shall be released from escrow and returned to Buyer.
Upon  termination  of this  Agreement  prior to the Closing in  accordance  with
Article 9, all of the Deposit Escrow  Property shall be released from escrow and
returned  to  Buyer  except  as  provided  in  the  following  sentence.  If FVP
terminates  this  Agreement  in  accordance  with  Section  9.2 as a result of a
willful  breach  of this  Agreement  by Buyer  (including  a  willful  breach as
described in the first  sentence of Section  9.4(c)),  all of the Deposit Escrow
Property shall be released from escrow and paid over to FVP on the next business
day,  provided  that FVP shall be entitled to receive all cash if the  condition
specified in the last sentence of Section 2.4(b) is applicable, and FVP shall be
entitled to enforce this Section 2.4 against Buyer notwithstanding any provision
to the contrary in Section  9.4(c).  On the day of the  occurrence of any of the
foregoing  events,  FVP and Buyer will  execute and deliver to the Escrow  Agent
joint written  instructions  containing  appropriate  disbursement  instructions
consistent with this Section 2.4(c) and the Deposit Escrow Agreement.

         2.5      Cash Consideration Adjustments.

                  (a) Closing  Equivalent  Subscribers.  The Cash  Consideration
shall be  decreased  by the  number,  if any,  by which the  number  of  Closing
Equivalent Subscribers is less than 700,000,  multiplied by $2,928. For purposes
of this Agreement,  "Closing  Equivalent  Subscribers" means the total number of
Equivalent  Subscribers  for  all of the  Systems  as of  the  Adjustment  Time;
provided,  however,  that  if the  systems  exchange  transactions  between  the
FrontierVision  Companies and InterMedia Partners of Kentucky,  L.P. referred to
in Section 6.1 of FrontierVision's  Disclosure Schedule are consummated prior to
the Closing hereunder,  none of the subscribers served by the InterMedia systems
acquired  in  such  transactions   shall  be  included  in  Closing   Equivalent
Subscribers but the number of Closing Equivalent Subscribers  represented by the
subscribers  served by the  Systems  sold to  InterMedia  (determined  as if the
effective time of the  consummation  of the respective  InterMedia  transactions
were the  Adjustment  Time  hereunder)  shall be included in Closing  Equivalent
Subscribers;  and provided  further,  however,  that the  provisions  of Section
6.4(e) shall apply to the extent relevant.

                  (b) Closing Net Liabilities.  The Cash Consideration  shall be
decreased  by the amount,  if any, by which the Closing Net  Liabilities  exceed
$1,150,000,000  and  shall be  increased  by the  amount,  if any,  by which the
Closing Net Liabilities are less than $1,150,000,000. For purposes of

                                                       - 16 -
<PAGE>


this Agreement, "Closing Net Liabilities" means Adjustment Liabilities as of the
Adjustment Time, decreased by Adjustment Assets as of the Adjustment Time.

                           (1)      Subject to the other provisions of this
Section 2.5(b),  "Adjustment Assets" means, as of any date, the sum of: (A) cash
and cash equivalents,  (B) prepaid expenses,  deposits, and other current assets
(other than inventory);  (C) Accounts Receivable and other receivables;  (D) tax
refunds due to any of the  FrontierVision  Companies  for any tax period  ending
prior  to  the  Adjustment   Time;  (E)  the  amount  of  Reimbursable   Capital
Expenditures;   (F)  the   amount  of  the  cash   consideration   paid  by  the
FrontierVision  Companies in connection with the systems exchange  transactions,
if  consummated  prior to the Closing  hereunder,  with  InterMedia  Partners of
Kentucky  L.P.  referred  to  in  Section  6.1  of  FrontierVision's  Disclosure
Schedule;  (G)  the  aggregate  amount  of  any  cash  investments  made  by the
FrontierVision  Companies  in The Maine  Internet  Works,  Inc. and Landmark Net
Access,  Inc. after the date of this Agreement and prior to the Adjustment  Time
(provided that any such investments shall not be included unless Buyer consented
to such investments);  (H) the amount of the net asset, if applicable,  referred
to in Section 6.7(e);  and (I) the amount of the insurance  premiums paid by the
FrontierVision Companies prior to the Adjustment Time as contemplated by Section
6.13,  in each case of clauses (A) through (D) computed  for the  FrontierVision
Companies on a consolidated  basis and without  duplication  in accordance  with
GAAP and in each case of clauses  (E)  through  (I) as agreed  above.  Exhibit F
referred  to below  in  Section  2.5(c)  identifies  and  describes  the  "other
receivables" referenced in clause (C) above that would be included in Adjustment
Assets if the Closing Date were the date of this Agreement.  The disclosure made
pursuant to the immediately  preceding  sentence is for  informational  purposes
only.

                           (2)      Subject to the other provisions of this
Section 2.5(b),  "Adjustment Liabilities" means, as of any date, the sum of: (A)
accounts payable;  (B) expenses of the FrontierVision  Companies relating to the
consummation of the transactions contemplated by this Agreement,  including fees
and expenses of attorneys,  accountants,  financial advisors and broker fees, if
such  fees and  expenses  are paid by the  FrontierVision  Companies  after  the
Closing  Date,  but  excluding  any  expenses  that  Buyer  agrees  to pay or is
obligated to pay pursuant to this  Agreement;  (C) accrued and unpaid  expenses;
(D) subscriber's  prepayments and deposits;  (E) Tax payments due and payable by
any of the  FrontierVision  Companies to any Governmental  Authority for all Tax
periods ending on or prior to the Adjustment Time; (F) all other  FrontierVision
Liabilities as of the Adjustment  Time; (G) subject to Section 6.18,  $5,500,000
(which  represents  the  amount by which the amount of  rebuild/upgrade  capital
expenditures of the  FrontierVision  Companies budgeted for the period beginning
October  23,  1998 and ending  December  31,  1998 with  respect to the  Systems
acquired pursuant to the State Cable Acquisition  Agreement  exceeded the amount
of capital expenditures  actually made by the FrontierVision  Companies for such
period with respect to such  Systems);  (H)  $2,000,000  (which  represents  the
amount  by which the  amount  of  rebuild/upgrade  capital  expenditures  of the
FrontierVision  Companies  budgeted  for the period  beginning  July 1, 1998 and
ending  December  31, 1998 with  respect to the  Systems  other than the Systems
acquired pursuant to the State Cable Acquisition  Agreement  exceeded the amount
of capital expenditures  actually made by the FrontierVision  Companies for such
period with respect to

                                                       - 17 -
<PAGE>


such other Systems); (I) the cash amount required to pay off vehicle leases held
by the  FrontierVision  Companies,  if any;  (J) the  amount as  illustrated  in
Section  2.5  of  FrontierVision's  Disclosure  Schedule  as the  "Net  Carriage
Adjustment" and as updated for activity through the Closing Date; (K) the amount
of cash and other  monetary  purchase  price  consideration  (net of  reasonable
out-of-pocket  transaction  costs and expenses)  received by the  FrontierVision
Companies  in  connection  with the sale of systems to Helicon  Partners I, L.P.
consummated  on  January 7,  1999,  plus the  amount of cash and other  monetary
purchase price consideration (net of reasonable out-of-pocket  transaction costs
and expenses)  received by the  FrontierVision  Companies in connection with the
sale of other systems and assets, including without limitation,  the sale of the
Rockland,  Maine  office site real estate  parcel  referenced  in Section 3.8 of
FrontierVision's Disclosure Schedule, if any, consummated after the date of this
Agreement  and  prior to the  Closing  Date;  (L) the  amount  of cash and other
monetary purchase price  consideration  payable by the FrontierVision  Companies
under  the  purchase  contract  for the  Chillicothe,  Ohio real  estate  parcel
referenced in Section 3.8 of FrontierVision's  Disclosure Schedule,  but only to
the  extent  to  which  such  amount  has not  been  paid by the  FrontierVision
Companies prior to the Closing Date; (M) the FrontierVision  Companies' share of
any out-of-pocket  costs and expenses incurred in connection with relocating the
Luckey  headend site  referred to in Section 3.6 (Item A.2) of  FrontierVision's
Disclosure  Schedule,  but only to the extent to which  such costs and  expenses
have not been paid by the  FrontierVision  Companies  prior to the Closing;  (N)
$3,937,500.00;  (O) $200,000.00  (representing  the amount payable in connection
with  the  matter  disclosed  in  Section  3.6  (Item  A.1) of  FrontierVision's
Disclosure  Schedule that is not covered by clause (F) above); (P) the aggregate
amount of any cash distributions  received by the FrontierVision  Companies from
The Maine Internet Works, Inc. and Landmark Net Access,  Inc. after December 31,
1998 and  prior to the  Adjustment  Time;  (Q) the  amount  paid by Buyer at the
Closing  with  respect  to  FVP's  Executive   Deferred   Compensation  Plan  as
contemplated by Section 6.9(f);  (R) the amount, if any, required to be included
as an Adjustment Liability pursuant to Section 6.4(e); (S) the amount of the net
liability,  if  applicable,  referred  to in Section  6.7(e);  (T)  $10,000,000,
reduced by the  aggregate  amount of capital  expenditures  actually made by the
FrontierVision  Companies during the period beginning January 1, 1999 and ending
on the Closing Date with respect to the Waterville,  Ohio and Bedford,  Michigan
Systems upgrade and rebuild  projects listed in Section 2.5 of  FrontierVision's
Disclosure  Schedule;  and (U) the  aggregate  amount of the  programming  costs
savings to the  FrontierVision  Companies as a result of the Programming  Supply
Agreement  with Buyer,  in each case of clauses (A) through (F) computed for the
FrontierVision  Companies on a  consolidated  basis and without  duplication  in
accordance  with  GAAP and in each case of  clauses  (G)  through  (U) as agreed
above.  The  parties  agree  that to the extent any  liability  qualifies  as an
Adjustment  Liability  pursuant  to more than one clause of this  paragraph,  it
shall be included only once and without duplication.

                           (3)      The amount of "Reimbursable Capital
Expenditures"  equals  the amount by which (A) the  aggregate  amount of capital
expenditures  actually made by the  FrontierVision  Companies  during the period
beginning  January 1, 1999 and ending on the Closing Date with respect to any of
the   Systems   upgrade  and   rebuild   projects   listed  in  Section  2.5  of
FrontierVision's  Disclosure Schedule (it being understood that in no event will
any capital expenditures made to complete the New
                                                       - 18 -
<PAGE>


Philadelphia retrofit, Bangor, Amesbury, and Ironton/Ashland upgrade and rebuild
projects  to  the  point  of   completion   described   in  Section   2.5(D)  of
FrontierVision's  Disclosure  Schedule or any capital  expenditures  made by the
FrontierVision  Companies  with  respect to the  Waterville,  Ohio and  Bedford,
Michigan  Systems  upgrade  and  rebuild  projects  listed  in  Section  2.5  of
FrontierVision's  Disclosure  Schedule be included in the amount for this clause
(A)) exceeds (B) the amount,  if any, by which (1) the amount of Budgeted  Other
Capital   Expenditures   exceeds  (2)  the  amount  of  Actual   Other   Capital
Expenditures; provided that if the amount in clause (B)(2) exceeds the amount in
clause  (B)(1),  the  amount  for  clause  (B)  shall be  zero.  As used in this
subsection (3), the following terms have the following meanings:

                                    (A)    "Budgeted Other Capital Expenditures"
means the aggregate cumulative amount of capital  expenditures  budgeted for all
of the capital  expenditures  categories  included in all categories  other than
"Upgrade/Rebuild"  on the Capital  Expenditures  Budget for the period beginning
January 1, 1999 and ending on the  Closing  Date (the  amount  budgeted  for the
month in which the Closing  occurs to be prorated in the event the Closing  Date
occurs on a day other than the first or last day of a month).

                                    (B)  "Actual  Other  Capital   Expenditures"
means the aggregate amount
of capital expenditures actually made by the FrontierVision Companies during the
period beginning  January 1, 1999 and ending on the Closing Date with respect to
all of the capital expenditure  categories included in all categories other than
"Upgrade/Rebuild"  on the  Capital  Expenditures  Budget,  computed  on a  basis
consistent with the accounting  methodologies used to compute the Budgeted Other
Capital Expenditures,  which in turn was prepared on a basis consistent with the
accounting procedures used to prepare the Financial Statements.

                                    (C) "Capital  Expenditures Budget" means the
monthly capital
expenditures budget for the FrontierVision Companies for calendar year 1999 that
is included in Section 2.5 of FrontierVision's Disclosure Schedule.

                           (4) To the extent consistent with GAAP, revenues and
expenses shall be
treated as prepaid or accrued so as to reflect the  principle  that revenues and
expenses  attributable  to the period prior to the Adjustment  Time shall be for
the account of Sellers and  revenues  and  expenses  attributable  to the period
after the Adjustment Time shall be for the account of Buyer.

                           (5)      Deferred income Taxes of any FrontierVision
Company shall not be treated as Adjustment Assets or Adjustment Liabilities.

                           (6)      To the extent any liability that would be an
Adjustment  Liability but for the fact that all or any portion of such liability
is   transferred  by  a   FrontierVision   Company   (including   Main  Security
Surveillance, Inc. for this purpose) to and assumed by The Maine Internet Works,
Inc.

                                                       - 19 -
<PAGE>


or Landmark Net Access, Inc. prior to the Adjustment Time, such liability shall
be treated as an Adjustment Liability (but without duplication) in any event.

                  (c) Example  Calculation.  Attached  hereto as Exhibit F is an
example  calculation of Closing Net Liabilities for illustrative  purposes only,
prepared  on the  basis  of  good  faith  estimates  of  Adjustment  Assets  and
Adjustment Liabilities made by FVP as if the Closing Date were January 31, 1999.
FVP makes no representation  and warranty to any other party with respect to the
accuracy of Exhibit F.

         2.6      Payment at Closing.

         No later than seven  business days prior to the date  scheduled for the
Closing,  FVP  shall  prepare  and  deliver  to  Buyer  a  written  report  (the
"Preliminary  Closing  Statement")  setting forth FVP's estimates of Closing Net
Liabilities and Closing  Equivalent  Subscribers,  determined in accordance with
Section 2.5 and this Section 2.6. The  Preliminary  Closing  Statement  shall be
prepared by FVP in good faith and shall be certified by FVP to be its good faith
estimate of the Closing Net Liabilities and Closing Equivalent Subscribers as of
the date thereof.  FVP shall make  available to Buyer such  information as Buyer
shall  reasonably  request  relating to the matters set forth in the Preliminary
Closing  Statement.  If Buyer does not agree with any estimated amount set forth
in the Preliminary Closing Statement, then on or prior to the third business day
prior to the date scheduled for the Closing,  Buyer may deliver to FVP a written
report setting forth in reasonable detail its good faith estimates (supported by
substantial  evidence)  of any  amount  set  forth  in the  Preliminary  Closing
Statement with which Buyer  disagrees.  In the case of any such estimated amount
as to which Buyer  delivers  its own  estimate on or before such third  business
day, FVP and Buyer will  endeavor in good faith to agree prior to the Closing on
the  appropriate  amount of such estimate to be used for calculating the Closing
Cash Payment (as defined  below).  At the Closing Buyer shall pay to Sellers the
amount of the Cash  Consideration,  as  adjusted  at Closing on the basis of the
Preliminary  Closing  Statement,  with any changes  thereto  mutually  agreed to
between  Buyer and FVP (the  "Closing  Cash  Payment")  in  accordance  with the
provisions of Section 8.3(a)(2).  In the case of any such estimated amount as to
which Buyer  delivers its own estimate on or before such third  business day and
as to which FVP and Buyer do not so agree prior to the  Closing,  at the Closing
the  difference  (if any)  between the amount of the Closing  Cash  Payment that
would be determined using the estimates set forth in FVP's  Preliminary  Closing
Statement  (with any changes  thereto  mutually agreed to between Buyer and FVP)
and the amount of the Closing Cash Payment  that would be  determined  using the
estimates  of Buyer that remain in dispute will be  transferred  by Buyer to the
Escrow Agent, to be held in the Post-Closing Adjustments Escrow and disbursed in
accordance with the provisions of Section 2.7.

         2.7      Post-Closing Payment of Cash Consideration Adjustments.

                  (a)      Post-Closing Adjustments Escrow.  At the Closing,
Buyer, Sellers and the Escrow Agent shall execute the Post-Closing Escrow
Agreement, in accordance with which, on the

                                                       - 20 -
<PAGE>


Closing  Date,  in addition to any deposit to be made  pursuant to Section  2.6,
Buyer will deposit  $5,000,000 with the Escrow Agent to hold in escrow on behalf
of Sellers  solely in order to provide a fund for any payment to which Buyer may
be entitled in accordance  with Section 2.7(c) (such escrow,  the  "Post-Closing
Adjustments Escrow," and such $5,000,000, together with any amounts deposited in
the  Post-Closing  Adjustments  Escrow pursuant to Section 2.6, and any earnings
thereon,  the  "Post-Closing   Adjustment  Funds").  None  of  the  Post-Closing
Adjustment Funds will be available for any purpose other than as described above
and as  described  in Section  2.9 and shall not be  available  to  satisfy  any
obligation of Sellers under Article 10. The Post-Closing Adjustments Escrow will
be  administered,  and the  Post-Closing  Adjustment  Funds  will  be  held  and
disbursed,  in  accordance  with  the  provisions  of this  Section  2.7 and the
Post-Closing  Escrow  Agreement.  The  Closing  Cash  Payment  less the  amounts
deposited in the  Post-Closing  Adjustments  Escrow pursuant to Sections 2.6 and
this 2.7(a) shall be referred to as the "Net Closing Cash Payment."

                  (b) Final Closing  Statement.  Within one hundred  twenty days
after the Closing Date, Buyer shall prepare and deliver to the General Partner a
written  report (the "Final  Closing  Statement")  setting  forth  Buyer's final
estimates  of  Closing  Net  Liabilities  and  Closing  Equivalent  Subscribers,
determined in accordance with Section 2.5. The Final Closing  Statement shall be
prepared by Buyer in good faith and shall be certified by Buyer to be, as of the
date  prepared,  its good faith  estimate  of the Closing  Net  Liabilities  and
Closing  Equivalent  Subscribers.  Buyer shall allow the General Partner and its
agents  access at all  reasonable  times after the Closing Date to copies of the
books,  records and accounts of the FrontierVision  Companies and make available
to the  General  Partner  such  information  as the General  Partner  reasonably
requests  to allow the  General  Partner to examine  the  accuracy  of the Final
Closing  Statement.  Within  thirty  days after the date that the Final  Closing
Statement  is  delivered by Buyer to the General  Partner,  the General  Partner
shall complete its examination thereof and may deliver to Buyer a written report
setting  forth any  proposed  adjustments  to any amounts set forth in the Final
Closing  Statement.  If the General Partner  notifies Buyer of its acceptance of
the amounts set forth in the Final Closing Statement,  or if the General Partner
fails to deliver its report of any  proposed  adjustments  within the thirty day
period specified in the preceding  sentence,  the amounts set forth in the Final
Closing  Statement shall be conclusive,  final, and binding on the parties as of
the last day of such thirty day period.  Buyer and the General Partner shall use
good faith efforts to resolve any dispute involving the amounts set forth in the
Final Closing  Statement.  If the General Partner and Buyer fail to agree on any
amount set forth in the Final Closing  Statement within fifteen days after Buyer
receives the General  Partner's  report  pursuant to this Section 2.7,  then the
General  Partner shall retain a national  independent  accounting  firm which is
approved  by Buyer to make the  final  determination,  under  the  terms of this
Agreement,  of any amounts under dispute.  Buyer hereby approves the appointment
of any of the "Big Five"  accounting  firms  selected by the General  Partner so
long as such firm does not then serve as the  independent  auditor of any of the
FrontierVision   Companies  or  the  General  Partner  or  Buyer.  The  selected
accounting firm shall endeavor to resolve the dispute as promptly as practicable
and such  firm's  resolution  of the  dispute  shall be final and binding on the
parties,  and a  judgment  may be  entered  thereon  in any  court of  competent
jurisdiction.  All of the costs and expenses of the selected accounting firm and
its services  rendered  pursuant to this Section 2.7 shall be borne by Buyer, on
the

                                                       - 21 -
<PAGE>


one  hand,  and  Sellers,  on the other  hand,  as  nearly  as  possible  in the
proportion to the amount by which the  determination  of all matters  related to
such costs and  expenses  varies  from the  positions  of Buyer and the  General
Partner on all such  matters.  Any fees to be borne by Sellers  pursuant  to the
preceding  sentence shall be paid out of the  Post-Closing  Adjustment  Funds in
accordance with the provisions of Section 2.7(c).

                  (c)      Payment of Cash Consideration Adjustments.

                           (1)      Within three business days after the General
Partner  delivers  to  Buyer  its  proposed  adjustments  to the  Final  Closing
Statement,  the amounts not in dispute shall be determined  and the Escrow Agent
shall  release  and pay over to Buyer  and/or  Sellers,  as the case may be, the
appropriate  amount  of  the  Post-Closing  Adjustment  Funds  not  in  dispute;
provided, however, that out of any amounts payable to Sellers an amount equal to
the  greater  of  $25,000 or one  percent  (1%) of the  amount in dispute  shall
continue  to be held in the  Post-Closing  Adjustments  Escrow  to cover (A) the
fees, if any, payable by Sellers pursuant to the last sentence of Section 2.7(b)
with respect to the final  determination of the Cash  Consideration  and (B) the
fees payable by Sellers to the Escrow Agent pursuant to the Post-Closing  Escrow
Agreement.  For example,  if (i) the Closing Cash Payment was  determined  to be
$600,000,000;   (ii)  the  Net  Closing  Cash  Payment  was   determined  to  be
$594,000,000;  (iii) the Cash  Consideration  determined on the basis of Buyer's
Final  Closing  Statement  was  $595,000,000;  and (iv)  the Cash  Consideration
determined on the basis of Buyer's Final Closing Statement (with any adjustments
proposed by the General Partner  pursuant to Section  2.7(b)) was  $597,000,000;
then $3,000,000  (i.e.,  $600,000,000  less  $597,000,000)  would be paid by the
Escrow Agent to Buyer, and $1,000,000 (i.e, $595,000,000 less $594,000,000) less
the  amount of the  reserve  for  Sellers'  fees would be paid to  Sellers.  The
balance in the Post-Closing Adjustments Escrow would be held by the Escrow Agent
until the amount of the Cash  Consideration  is finally  determined  pursuant to
Section 2.7(b))  (whether by agreement of the parties or by final  resolution of
any  accounting  firm).  Upon and within  three  business  days after such final
determination,  the Escrow  Agent  shall  release  and pay over to Buyer  and/or
Sellers,  as the  case  may  be,  the  appropriate  amount  of the  Post-Closing
Adjustment Funds based upon such final determination;  provided,  however,  that
any payments to be made to Sellers  shall be reduced by the fees and expenses to
be  paid by  Sellers  if not  already  reserved.  To the  extent  there  are not
sufficient  monies in the  Post-Closing  Adjustments  Escrow to  distribute  the
amount  determined to be payable to Sellers  pursuant to this Section 2.7, Buyer
will pay to Sellers in cash the amount of such deficiency  within three business
days of the date of such  determination.  To the extent there are not sufficient
monies  in  the  Post-Closing  Adjustments  Escrow  to  distribute  the  amounts
determined  to be payable to Buyer  pursuant to this  Section 2.7, the amount of
such deficiency will be paid to Buyer from the Post-Closing  Indemnity Escrow to
the extent of any Post-Closing  Indemnity Property therein within three business
days of the date of such determination.

                           (2)      If Buyer has not delivered the Final Closing
Statement to the General Partner within twenty days after the end of the 120-day
period  referred to in Section  2.7(b),  the Escrow Agent shall  release and pay
over to Sellers all of the Post-Closing Adjustment Funds.
                                                       - 22 -
<PAGE>



                           (3)      If the General Partner has not delivered its
report of any proposed  adjustments  to the Final Closing  Statement  within the
thirty day period  following  its receipt of the Final  Closing  Statement,  the
Escrow Agent shall release and pay out the  Post-Closing  Adjustment Funds based
upon the Final Closing Statement delivered by Buyer.

                           (4)      Notwithstanding the above provisions, if
Buyer has provided notice of a claim to the General Partner  pursuant to Section
2.9(b), a portion of the  Post-Closing  Adjustment Funds sufficient to reimburse
Buyer for any such  claim  and to pay  Sellers'  share of any fees and  expenses
under Section 2.9(b) shall be retained in the  Post-Closing  Adjustments  Escrow
and  shall  not be  distributed  until  such  claims  are  finally  resolved  in
accordance with Section 2.9(b).

                           (5)      All earnings attributable to each portion of
the  Post-Closing  Adjustment  Funds shall be paid to the party entitled to such
portion of the Post-Closing Adjustment Funds in accordance with this Section 2.7
or Section 2.9 to the extent applicable (except all earnings attributable to the
portion of the Post-Closing  Adjustment  Funds, if any, used to pay the Sellers'
share of any fees and expenses payable out of the Post-Closing  Adjustment Funds
pursuant to said Sections shall be paid to Sellers).

                           (6)      Any amount which becomes payable pursuant to
this Section 2.7 will constitute an adjustment to the Cash Consideration for all
purposes.

                           (7)      All payments to be made to Sellers under
this  Section  2.7 shall be paid by wire or  accounts  transfer  of  immediately
available funds to one or more accounts  designated by Sellers by written notice
to the Escrow Agent or Buyer, as applicable.

                           (8)      All payments to be made to Buyer under this
Section 2.7 shall be paid by wire or accounts transfer of immediately  available
funds to one or more  accounts  designated  by Buyer by  written  notice  to the
Escrow Agent or Sellers, as applicable.

                           (9) No later than the close of business on the first
business day after it is
determined in accordance with this Section 2.7 and Section 2.9 that Buyer and/or
Sellers are entitled to all or any portion of the Post-Closing Adjustment Funds,
the General Partner and Buyer will execute and deliver to the Escrow Agent joint
written instructions containing appropriate disbursement instructions consistent
with this Section 2.7 and Section 2.9 and the Post-Closing Escrow Agreement.

         2.8      Seller Specific Liabilities.

                  (a) If it is  determined  at the  Closing  (based  upon a good
faith showing by Buyer  supported by substantial  evidence and that is agreed to
by the SPC Seller that owns the Capital  Stock of the SPC in question)  that any
of the SPCs has any indebtedness or liability (other than any

                                                       - 23 -
<PAGE>


indebtedness  or  liability  disclosed  in  Section  4.3  or in  Section  4.3 of
FrontierVision's  Disclosure  Schedule) that will not otherwise be discharged at
the Closing,  then the amount of Cash  Consideration  payable to such SPC Seller
shall be decreased  by the dollar  amount of such  indebtedness  or liability as
agreed to by such SPC Seller  and  Buyer.  If it is  determined  at the  Closing
(based upon a good faith showing by Buyer supported by substantial  evidence and
that is agreed to by the Seller in question) that any of the Purchased Interests
held by a Seller is subject to an  Encumbrance  and that will not  otherwise  be
discharged  and released at the Closing,  then the amount of Cash  Consideration
payable to such Seller  shall be  decreased  by the dollar  amount  necessary to
discharge  and release such  Encumbrance  as agreed to by such Seller and Buyer.
Buyer agrees to notify the  appropriate  Seller  promptly upon becoming aware of
any matter that could give rise to a claim  under this  Section 2.8 that was not
disclosed in this Agreement or in FrontierVision's  Disclosure Schedule. If such
Seller and Buyer cannot agree on the appropriate  amount of the decrease in Cash
Consideration payable to such Seller by the time scheduled for the Closing, then
Buyer shall deposit a portion of the Closing Cash Payment equal to the amount of
Buyer's  claim  (together  with an amount equal to the greater of $25,000 or one
percent (1%) of the amount of Buyer's claim to cover the fees,  if any,  payable
by such Seller  pursuant to Section 2.8(b) with respect to an accounting  firm's
final  determination)  with the  Escrow  Agent to hold in a  separate  escrow on
behalf of such Seller solely in order to provide a fund for any payment to which
Buyer may be entitled in accordance  with this Section 2.8 (each such escrow,  a
"Post-Closing Section 2.8 Escrow," and such deposit,  together with any earnings
thereon,  the "Post-Closing  Section 2.8 Funds"),  and the amount of the Closing
Cash  Payment  payable  to such  Seller  shall be  decreased  by the  amount  so
deposited.  None of the Post-Closing Section 2.8 Funds will be available for any
purpose other than as described  above and shall not be available to satisfy any
obligation of Sellers under Article 10. The Post-Closing Section 2.8 Escrow will
be  administered,  and the  Post-Closing  Section  2.8  Funds  will be held  and
disbursed,  in  accordance  with  the  provisions  of this  Section  2.8 and the
Post-Closing Escrow Agreement.

                  (b) After the  Closing,  Buyer and such Seller  shall use good
faith  efforts to resolve any dispute  involving  the validity and amount of any
claim made by Buyer  pursuant to this Section 2.8. If such Seller and Buyer fail
to agree on the validity and amount of any such claim within  fifteen days after
the Closing,  then such Seller shall  retain a national  independent  accounting
firm which is approved by Buyer to make the final determination, under the terms
of this  Agreement,  regarding the validity and amount of any such claim.  Buyer
hereby  approves  the  appointment  of any of the "Big  Five"  accounting  firms
selected  by such  Seller  so long as such  firm  does  not  then  serve  as the
independent  auditor  of any  of the  FrontierVision  Companies  or the  General
Partner or Buyer.  The selected  accounting  firm shall  endeavor to resolve the
dispute as promptly as  practicable  and such firm's  resolution  of the dispute
shall be final and binding on the parties, and a judgment may be entered thereon
in any court of  competent  jurisdiction.  All of the costs and  expenses of the
selected  accounting firm and its services rendered pursuant to this Section 2.8
shall be borne by Buyer, on the one hand, and such Seller, on the other hand, as
nearly as possible in the proportion to the amount by which the determination of
all matters  related to such costs and  expenses  varies from the  positions  of
Buyer and such Seller on all such matters.

                                                       - 24 -
<PAGE>



                  (c) Within three  business  days after any matter  governed by
this Section 2.8 is finally resolved  (whether by agreement of the parties or by
final resolution of an accounting firm), the amount of Post-Closing  Section 2.8
Funds  payable to Buyer  and/or such Seller  shall be released  and paid over to
Buyer and/or such Seller in accordance with such final resolution. To the extent
there  are not  sufficient  monies in the  Post-Closing  Section  2.8  Escrow to
distribute  the  amounts  determined  to be  payable to Buyer  pursuant  to this
Section  2.8,  the  amount  of such  deficiency  will be paid to Buyer  from the
Post-Closing  Indemnity  Escrow  to the  extent  of any  Post-Closing  Indemnity
Property  therein within three business days of the date of such  determination.
All payments to be made to such Seller or Buyer,  as the case may be, under this
Section 2.8 shall be paid by wire or accounts transfer of immediately  available
funds to one or more accounts  designated  by such Seller or Buyer,  as the case
may be,  by  written  notice to the  Escrow  Agent.  No later  than the close of
business on the first  business day after it is determined  in  accordance  with
this Section 2.8 that Buyer and/or a Seller is entitled to all or any portion of
the  Post-Closing  Section  2.8 Funds being held in a  Post-Closing  Section 2.8
Escrow for the  benefit  of Buyer and such  Seller,  such  Seller and Buyer will
execute and deliver to the Escrow Agent joint  written  instructions  containing
appropriate  disbursement  instructions consistent with this Section 2.8 and the
Post-Closing Escrow Agreement.

                  (d)  All  earnings   attributable   to  each  portion  of  the
Post-Closing  Section  2.8  Funds  shall be paid to the party  entitled  to such
portion  of the  Post-Closing  2.8 Funds in  accordance  with this  Section  2.8
(except all earnings attributable to the portion of the Post-Closing Section 2.8
Funds, if any, used to pay a Seller's share of any fees and expenses payable out
of the Post-Closing Section 2.8 Funds pursuant to this Section 2.8 shall be paid
to such Seller).

                  (e) Any amount which becomes payable  pursuant to this Section
2.8 will constitute an adjustment to the Cash Consideration for all purposes.

         2.9      Additional Cash Consideration Adjustments.

                  (a) If, at any time prior to the Closing,  Buyer becomes aware
of any fact,  event,  circumstance,  or action,  the  existence or occurrence of
which, if not corrected or remedied prior to the Closing, would, in Buyer's good
faith and reasonable belief, and supported by substantial evidence,  require the
Sellers to indemnify  Buyer pursuant to Section 10.2(a) as a result of an untrue
representation  or a breach of warranty by FVP  contained  in Sections 3.9 (with
respect  to any  rearrangements  or  rehabilitations  of  cable  trunk  only  as
specified in the penultimate  sentence of Section 3.9), 3.11(g) (with respect to
payment of copyright  fees only),  3.11(k),  3.11(l) (with respect to payment of
pole  attachment  fees  only),  or 3.14 or as a result  of the  existence  of an
Encumbrance  on  the  Assets  of  the  FrontierVision  Companies  that  is not a
Permitted Encumbrance,  Buyer shall immediately give notice to FVP of such fact,
event,  circumstance  or action.  If Buyer  desires to seek an adjustment to the
Cash Consideration in respect of such matter, Buyer shall so state in its notice
and specify in reasonable  detail the factual basis for the claim and the amount
thereof. Buyer shall certify in such notice that the basis and amount

                                                       - 25 -
<PAGE>


of the claim  were  determined  in good  faith by Buyer and such  claim  must be
supported by substantial evidence. Buyer agrees to make available to FVP and its
authorized  representatives the information relied upon by Buyer to substantiate
the  claim.  If the matter is cured  prior to the  Closing,  Buyer  shall not be
entitled to any  adjustment to the Cash  Consideration  pursuant to this Section
2.9 in respect of such matter. If Buyer and FVP agree at or prior to the Closing
to the  validity  and  amount of such  claim,  the Cash  Consideration  shall be
reduced by such  amount.  If Buyer and FVP do not agree to the  validity  or the
amount of the  claim at or prior to the  Closing,  then  Buyer  shall  deposit a
portion of the Closing  Cash Payment  equal to the amount of Buyer's  claim with
the  Escrow  Agent to hold in escrow on  behalf  of  Sellers  solely in order to
provide a fund for any  payment to which  Buyer may be  entitled in respect of a
claim made under this Section 2.9(a) (such escrow, the "Post-Closing Section 2.9
Escrow," and such deposit, together with any earnings thereon, the "Post-Closing
Section  2.9  Funds").  None  of the  Post-Closing  Section  2.9  Funds  will be
available  for any  purpose  other  than as  described  above  and  shall not be
available  to  satisfy  any   obligation   of  Sellers  under  Article  10.  The
Post-Closing  Section  2.9 Escrow  will be  administered,  and the  Post-Closing
Section 2.9 Funds will be held and disbursed,  in accordance with the provisions
of this Section 2.9 and the Post-Closing Escrow Agreement.

                  (b) If, at any time after the  Closing and prior to end of the
120-day period  following the Closing,  Buyer becomes aware of any fact,  event,
circumstance,  or action  that  existed or occurred  prior to the  Closing  and,
because it was not  corrected  or remedied  prior to the Closing,  requires,  in
Buyer's good faith and reasonable belief, and supported by substantial evidence,
the Sellers to  indemnify  Buyer  pursuant to Section  10.2(a) as a result of an
untrue  representation  or a breach of warranty by FVP contained in Sections 3.9
(with respect to any  rearrangements or  rehabilitations  of cable trunk only as
specified in the penultimate  sentence of Section 3.9), 3.11(g) (with respect to
payment of copyright  fees only),  3.11(k),  3.11(l) (with respect to payment of
pole  attachment  fees  only),  or 3.14 or as a result  of the  existence  of an
Encumbrance  on  the  Assets  of  the  FrontierVision  Companies  that  is not a
Permitted  Encumbrance,  and Buyer  desires  to seek an  adjustment  to the Cash
Consideration in respect of such matter, Buyer shall promptly give notice to the
General  Partner  of such fact,  event,  circumstance  or action and  specify in
reasonable detail the factual basis for the claim and the amount thereof.  Buyer
shall  certify  in such  notice  that the  basis and  amount  of the claim  were
determined  in  good  faith  by  Buyer  and  such  claim  must be  supported  by
substantial evidence.  An amount of Post-Closing  Adjustment Funds sufficient to
reimburse Buyer for any claim made in accordance with this Section 2.9(b) and to
pay Sellers'  share of any fees and expenses under Section 2.9 shall be retained
in the Post-Closing  Adjustments  Escrow and shall not be distributed until such
claim is finally  resolved in accordance  with this Section 2.9. Buyer agrees to
make available to FVP and its authorized  representatives the information relied
upon by Buyer to substantiate  the claim. If Buyer and FVP agree to the validity
and amount of such claim, the Cash Consideration shall be reduced by such amount
and a portion of the Post-Closing Adjustment Funds equal to such amount shall be
released and paid over to Buyer.

                  (c) Buyer and the General Partner shall use good faith efforts
to resolve any dispute  involving  the  validity and amount of any claim made by
Buyer pursuant to this Section 2.9. If the

                                                       - 26 -
<PAGE>


General  Partner and Buyer fail to agree on the  validity and amount of any such
claim  within  fifteen  days  after the  Closing  (with  respect to a claim made
pursuant to Section 2.9(a)) or the date the claim is made by Buyer (with respect
to a claim made  pursuant to Section  2.9(b)),  then the General  Partner  shall
retain a national independent accounting firm which is approved by Buyer to make
the  final  determination,  under  the terms of this  Agreement,  regarding  the
validity and amount of any such claim.  The selection of an accounting firm, the
resolution of a dispute submitted to an accounting firm, and  responsibility for
the  resulting  costs and expenses  with  respect to any claims  subject to this
Section 2.9 shall be governed by the  provisions  of Section  2.7(b) that govern
such matters.

                  (d) If the General Partner or Buyer believes any such claim is
not an  appropriate  matter to be determined by an accounting  firm, the General
Partner  or Buyer  may  submit  the  matter  to  binding  arbitration  under the
Commercial  Arbitration  Rules of the  American  Arbitration  Association.  Such
arbitration  shall take place in  Washington,  D.C.  unless the parties select a
different site by mutual agreement. All of the costs and expenses of arbitration
pursuant  to this  Section  2.9  shall be borne by Buyer,  on the one hand,  and
Sellers,  on the other  hand,  as nearly as possible  in the  proportion  to the
amount by which the  determination  of all  matters  related  to such  costs and
expenses  varies from the positions of Buyer and the General Partner on all such
matters,  unless the arbitrator finds that the position asserted by either party
is without  merit,  in which case such party  shall bear the entire  expenses of
arbitration,  including  reasonable  attorney's  fees of the  other  party.  The
arbitration  determination  shall be final and  binding  on the  parties,  and a
judgment may be entered thereon in any court of competent jurisdiction.

                  (e) Within three  business  days after any matter  governed by
this Section 2.9 is finally  resolved  (whether by agreement of the parties,  by
final   resolution  of  an  accounting  firm,  or  by  final  resolution  by  an
arbitrator),  the  amount of  Post-Closing  Section  2.9  Funds or  Post-Closing
Adjustment  Funds,  as  applicable,  payable to Buyer,  on the one hand,  and/or
Sellers,  on the other  hand,  shall be released  and paid over to Buyer  and/or
Sellers in accordance  with such final  resolution.  To the extent there are not
sufficient  monies in the  Post-Closing  Section 2.9 Escrow or the  Post-Closing
Adjustments  Escrow, as applicable,  to distribute the amounts  determined to be
payable to Buyer  pursuant to this Section  2.9,  the amount of such  deficiency
will be paid to Buyer from the  Post-Closing  Indemnity  Escrow to the extent of
any  Post-Closing  Indemnity  Property therein within three business days of the
date of such determination.  All payments to be made to Sellers or Buyer, as the
case may be, under this  Section 2.9 shall be paid by wire or accounts  transfer
of immediately  available funds to one or more accounts designated by Sellers or
Buyer,  as the case may be, by written notice to the Escrow Agent. No later than
the close of  business  on the first  business  day  after it is  determined  in
accordance  with this Section 2.9 that Buyer and/or  Sellers are entitled to all
or any  portion  of the  Post-Closing  Section  2.9  Funds  and/or  Post-Closing
Adjustment  Funds, the General Partner and Buyer will execute and deliver to the
Escrow Agent joint  written  instructions  containing  appropriate  disbursement
instructions  consistent  with  this  Section  2.9 and the  Post-Closing  Escrow
Agreement.


                                                       - 27 -
<PAGE>


                  (f)  All  earnings   attributable   to  each  portion  of  the
Post-Closing  Section  2.9  Funds  shall be paid to the party  entitled  to such
portion of the  Post-Closing  Section 2.9 Funds in accordance  with this Section
2.9 (except all earnings attributable to the portion of the Post-Closing Section
2.9  Funds,  if any,  used to pay the  Sellers'  share of any fees and  expenses
payable out of the  Post-Closing  Section 2.9 Funds pursuant to this Section 2.9
shall be paid to the Sellers).

                  (g) Any amount which becomes payable  pursuant to this Section
2.9 will constitute an adjustment to the Cash Consideration for all purposes.

                                    ARTICLE 3

                      REPRESENTATIONS AND WARRANTIES OF FVP

         Subject to any  provisions of this  Agreement  limiting,  qualifying or
excluding any of the  representations  or warranties made herein, FVP represents
and warrants to Buyer as set forth in this Article 3.

         3.1      Organization and Authority of FVP.

         FVP is a limited partnership duly formed, validly existing, and in good
standing  under  the  laws of the  State  of  Delaware.  FVP  has the  requisite
partnership  power and authority to own, lease,  and operate its properties,  to
carry on its business in the places where such properties are now owned, leased,
or operated  and such  business is now  conducted,  and to execute,  deliver and
perform this  Agreement  and the other  Transaction  Documents to which FVP is a
party according to their respective terms.

         3.2      Authorization and Binding Obligation.

         The execution,  delivery,  and performance by FVP of this Agreement and
the  other  Transaction  Documents  to  which  FVP is a  party  have  been  duly
authorized  by all  necessary  partnership  action  on the  part  of  FVP.  This
Agreement and the other Transaction  Documents to which FVP is a party have been
duly executed and delivered by FVP (or, in the case of Transaction  Documents to
be executed and delivered at Closing,  when executed and delivered  will be duly
executed and delivered) and constitute (or, in the case of Transaction Documents
to be executed  and  delivered at Closing,  when  executed  and  delivered  will
constitute) the legal, valid, and binding obligation of FVP, enforceable against
FVP in  accordance  with  their  terms,  except  as the  enforceability  of this
Agreement and such other  Transaction  Documents  may be limited by  bankruptcy,
insolvency, or similar laws affecting creditors' rights generally or by judicial
discretion  in  the  enforcement  of  equitable  remedies,   and  as  rights  to
indemnification may be limited by federal or state securities laws or the public
policies embodied therein.


                                                       - 28 -
<PAGE>


         3.3      Organization and Ownership of FrontierVision Companies.

                  (a) Section 3.3 of  FrontierVision's  Disclosure Schedule sets
forth the name of each  FrontierVision  Company,  including the  jurisdiction of
incorporation  or  formation  of each,  as the case may be. Each  FrontierVision
Company  that is a  corporation  is a  corporation  duly  incorporated,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.  Each  FrontierVision  Company that is a limited partnership is a
limited  partnership duly formed,  validly existing,  and in good standing under
the laws of the jurisdiction of its formation.  Each FrontierVision Company that
is a limited  liability  company is a limited  liability  company  duly  formed,
validly existing, and in good standing under the laws of the jurisdiction of its
formation. Each FrontierVision Company is duly qualified and in good standing as
a foreign corporation, limited partnership, or limited liability company, as the
case may be, in each  jurisdiction  listed in  Section  3.3 of  FrontierVision's
Disclosure Schedule,  which are all jurisdictions in which such qualification is
required, except where such failure to be so qualified would not have a material
adverse effect on the conduct of such FrontierVision Company's business.  Except
as  disclosed  in  Section  3.3  of  FrontierVision's  Disclosure  Schedule,  no
FrontierVision Company, directly or indirectly, owns, of record or beneficially,
any outstanding securities or other interest in any Person (each such Person, an
"Investment  Person") or has the right or obligation to acquire, any outstanding
securities or other interest in any Person. The FrontierVision Company that owns
the Capital  Stock of each such  Investment  Person owns such Capital Stock free
and clear of all Encumbrances.

                  (b) Section 3.3 of  FrontierVision's  Disclosure Schedule sets
forth the authorized, issued and outstanding Capital Stock of FVP and each other
FrontierVision  Company  and the record and  beneficial  owner of the issued and
outstanding  Capital Stock of each of them.  All of such issued and  outstanding
Capital Stock of the FrontierVision Companies has been duly authorized,  validly
issued,  and has not been issued in violation of any federal or state securities
laws.  Except  as  set  forth  in  Section  3.3 of  FrontierVision's  Disclosure
Schedule,  the owner of the Capital  Stock of each  FrontierVision  Company owns
such  Capital  Stock  free  and  clear  of  all  Encumbrances  (except  that  no
representation is made in this Article 3 as to any partnership  interests in FVP
held by any Seller or any SPC or as to any Capital  Stock of any SPC held by any
SPC Seller).  Except as disclosed in Section 3.3 of FrontierVision's  Disclosure
Schedule, there are no outstanding securities, options, warrants, calls, rights,
commitments,  agreements,  arrangements or undertakings of any kind to which any
FrontierVision  Company  is a party or by which any of them is bound  obligating
such  FrontierVision  Company to issue,  deliver or sell, or cause to be issued,
delivered or sold, any additional Capital Stock of such  FrontierVision  Company
or obligating such FrontierVision  Company to issue, grant, extend or enter into
any  such  security,  option,  warrant,  call,  right,  commitment,   agreement,
arrangement  or  undertaking.  FVP has  delivered to Buyer  complete and correct
copies of the Charter Documents of each  FrontierVision  Company as in effect on
the date hereof.  Section 3.3 of FrontierVision's  Disclosure Schedule describes
the Capital Stock or other investment  interests held and beneficially  owned by
the FrontierVision Companies with respect to the Investment Persons.


                                                       - 29 -
<PAGE>


         3.4      Absence of Conflicting Agreements; Consents.

         Except for the  expiration or  termination  of any  applicable  waiting
period under the HSR Act, the filing by FVP, any other  FrontierVision  Company,
and/or  the  Sellers  with  the  SEC of any  reports  required  to be  filed  in
connection with the consummation of the transactions  contemplated hereby, or as
set forth in Section 3.4 of FrontierVision's Disclosure Schedule, the execution,
delivery and  performance  by FVP of this  Agreement  and the other  Transaction
Documents  to which FVP is a party  (with or without  the giving of notice,  the
lapse of time, or both): (A) do not require the Consent of, notice to, or filing
with any  Governmental  Authority or any other Person under any  Franchise,  FCC
License or Material  Contract;  (B) will not conflict  with any provision of the
Charter Documents of FVP or any other FrontierVision  Company, each as currently
in effect; (C) assuming receipt of all Consents,  will not conflict with, result
in a breach of, or constitute a default under any Legal Requirement to which FVP
or any of the other  FrontierVision  Companies is bound; (D) assuming receipt of
all Consents,  will not conflict with,  constitute  grounds for  termination of,
result in a breach of,  constitute a default under,  or accelerate or permit the
acceleration  of any  performance  required by the terms of any  Franchise,  FCC
License,  or Material  Contract;  and (E) will not result in the creation of any
Encumbrance upon the Assets.  Notwithstanding  the foregoing,  FVP does not make
any  representation  or warranty  regarding any of the foregoing that may result
from the  specific  legal or  regulatory  status  of Buyer or as a result of any
other facts that  specifically  relate to the  business or  activities  in which
Buyer is or proposes to be engaged other than the cable television business.

         3.5      Financial Statements.

                  (a) FVP has furnished  Buyer with true and complete  copies of
the  audited  financial  statements  listed in Section  3.5 of  FrontierVision's
Disclosure Schedule  (collectively,  the "Audited Financial  Statements") and of
the unaudited  financial  statements  listed in Section 3.5 of  FrontierVision's
Disclosure Schedule  (collectively,  the "Unaudited  Financial  Statements," and
collectively with the Audited Financial Statements, the "Financial Statements"),
and such Financial Statements are by this reference incorporated into and deemed
a part of FrontierVision's Disclosure Schedule.

                  (b) Except as  disclosed  in Section  3.5 of  FrontierVision's
Disclosure  Schedule  and  except,  in  the  case  of  the  Unaudited  Financial
Statements,  for the omission of footnotes and changes  resulting from customary
and recurring  year-end  adjustments,  the Financial  Statements:  (1) have been
prepared  from the books and records of the  FrontierVision  Companies  to which
they relate, with no material  difference between such Financial  Statements and
the financial records  maintained,  and the accounting  methods applied,  by the
FrontierVision  Companies for tax purposes; (2) have been prepared in accordance
with GAAP consistently  applied and maintained  throughout the periods indicated
(except  as  indicated  in the notes  thereto);  and (3)  present  fairly in all
material  respects the financial  condition of the  FrontierVision  Companies to
which they relate as at their respective dates and the results of operations for
the periods then ended.


                                                       - 30 -
<PAGE>


         3.6      Absence of Undisclosed Liabilities.

         None of the FrontierVision  Companies has any indebtedness,  liability,
or obligation except for: (a) indebtedness, liabilities and obligations that are
reflected or reserved against in the latest balance sheet of such FrontierVision
Company included in the Financial Statements; (b) indebtedness,  liabilities and
obligations  under  the Debt  Documents,  Contracts,  Franchises,  Licenses,  or
Employee Plans; (c) indebtedness, liabilities and obligations that were incurred
after  the  date of the  latest  balance  sheet of such  FrontierVision  Company
included in the Financial  Statements  either in the ordinary course of business
or in compliance  with the covenants of FVP set forth in Section 6.1 or that (to
the extent not  discharged  prior to the Closing) will be included as Adjustment
Liabilities  in the  computation  of  Closing  Net  Liabilities  (none  of which
indebtedness,  liabilities  or  obligations  results  from a  claim  or  lawsuit
relating to a breach of contract, breach of warranty, tort or infringement that,
if adversely  determined,  would have a material adverse effect on the business,
financial  condition,  assets or  liabilities of the  FrontierVision  Companies,
taken as a whole;  and (d) contingent  asserted and unasserted  liabilities  and
obligations set forth in Section 3.6 of FrontierVision's Disclosure Schedule.

         3.7      Absence of Certain Changes.

                  (a)  Since  December  31,  1997,  except as  disclosed  in the
Quarterly Reports on Form 10-Q of FrontierVision  Operating  Partners,  L.P. for
any of the quarters ended March 31, 1998,  June 30, 1998 and September 30, 1998,
or as  disclosed  in the  Quarterly  Reports  on  Form  10-Q  of  FrontierVision
Holdings,  L.P. for any of the quarters ended March 31, 1998,  June 30, 1998 and
September  30,  1998,  or  as  disclosed  in  any  public   document   filed  by
FrontierVision  Operating Partners,  L.P. or FrontierVision  Holdings, L.P. with
the  SEC  after   September  30,  1998,  or  as  disclosed  in  Section  3.7  of
FrontierVision's  Disclosure Schedule and except for matters occurring after the
date hereof that are permitted by the  provisions of this Agreement or consented
to by Buyer,  no  FrontierVision  Company  has:  (1) made any sale,  assignment,
lease, or other transfer of assets other than in the ordinary course of business
with suitable  replacements  being  obtained  therefor  (unless such assets were
obsolete);  or (2) issued any note,  bond,  or other debt  security  or created,
incurred,  assumed, or guaranteed any indebtedness for borrowed money other than
pursuant  to the  Debt  Documents  listed  in  Section  1.1 of  FrontierVision's
Disclosure Schedule.

                  (b) Since  December 31,  1998,  except as disclosed in Section
3.7 of  FrontierVision's  Disclosure  Schedule and except for matters  occurring
after the date of this  Agreement  that are permitted by the  provisions of this
Agreement  or  consented  to by Buyer,  no  FrontierVision  Company  has made or
promised any material  increase in compensation  payable or to become payable to
any  of the  employees  (including  executive  officers)  of any  FrontierVision
Company other than in the ordinary course of business or as  contemplated  under
any employment arrangement currently in effect.


                                                       - 31 -

<PAGE>




         3.8      Franchises, Licenses, Material Contracts.

         Section 3.8 of FrontierVision's  Disclosure Schedule contains a list of
the Franchises (including the Franchising Authority which granted each Franchise
and the stated  expiration  date of each  Franchise),  FCC Licenses and Material
Contracts in effect on the date hereof, which list is true, correct and complete
in all material  respects.  Without  material  exception and subject to the last
sentence of this Section 3.8, the Franchises and the Licenses  constitute all of
the  authorizations  of Governmental  Authorities  necessary or required for the
construction,  maintenance and operations of the Systems as currently conducted.
FVP has  delivered  to Buyer true and  complete  copies of all  Franchises,  FCC
Licenses and Material Contracts as in effect on the date hereof.  Subject to the
last  sentence of this Section 3.8,  the  Franchises,  FCC Licenses and Material
Contracts  are in full force and effect  (subject  to  expiration  at the end of
their  current  term)  and  are  valid,   binding  and   enforceable   upon  the
FrontierVision  Company  that is a party  thereto and, to FVP's  knowledge,  the
other parties thereto in accordance with their terms,  except to the extent such
enforceability  may be  affected  by  bankruptcy,  insolvency,  or similar  laws
affecting  creditors'  rights  generally  and  by  judicial  discretion  in  the
enforcement  of  equitable  remedies.  Except as  disclosed  in  Section  3.8 of
FrontierVision's  Disclosure  Schedule,  the  FrontierVision  Companies  are  in
material  compliance  with the terms of the  Franchises,  Licenses  and Material
Contracts,  and as of the  date of  this  Agreement  none of the  FrontierVision
Companies  has  received  any written  notice (or to FVP's  knowledge  after due
inquiry of the regional managers of the Systems, oral notice) from a Franchising
Authority  to the  effect  that  any of the  FrontierVision  Companies  are  not
currently in material compliance with the terms of the Franchise granted by such
Franchising   Authority.   Except  as  set  forth  in  Section  3.4  or  3.8  of
FrontierVision's  Disclosure  Schedule,  none of the  Franchises  grants  to any
Franchising Authority or any other Person any right of first refusal or right to
purchase the assets of any System that would be triggered by the consummation of
the purchase and sale of the Purchased Interests. Except as set forth in Section
3.8 of  FrontierVision's  Disclosure  Schedule,  a valid request for renewal has
been  timely  filed  under  Section  626(a)  of the  Cable  Act with the  proper
Franchising  Authority  with  respect to each  Franchise in respect of which the
statutory  time  period  for making  such  filing  has  expired.  Subject to the
provisions  of Sections 6.1 and 6.4, FVP shall not have any  obligation to renew
or extend any  Franchises,  Licenses or  Material  Contracts  as a condition  to
Buyer's obligations under this Agreement.

         3.9      Title to and Condition of Real Property and Tangible Personal
Property.

         Section  3.9 of  FrontierVision's  Disclosure  Schedule  lists all Real
Property parcels owned in fee by any of the  FrontierVision  Companies as of the
date  of  this  Agreement  (excluding  easements,   rights-of-way,  and  similar
authorizations)  and describes  the current use thereof.  Except as disclosed in
Section  3.9 of  FrontierVision's  Disclosure  Schedule,  a copy  of  each  deed
pursuant to which any of the FrontierVision Companies acquired a fee estate in a
Real  Property  parcel  that is  currently  owned  by it  (including  any  title
insurance  policies  issued to such  FrontierVision  Company that are related to
such   parcels)   have  been   delivered  to  Buyer  by  FVP.   Section  3.9  of
FrontierVision's  Disclosure  Schedule lists the Real Property  leased by any of
the FrontierVision Companies as of the date of this Agreement and

                                                       - 32 -
<PAGE>


describes the current use thereof and indicates  the stated  expiration  date of
the  current  term of  such  leases.  Except  as  disclosed  in  Section  3.9 of
FrontierVision's Disclosure Schedule: (a) the FrontierVision Company that owns a
fee estate in a Real Property parcel has good and marketable title thereto;  (b)
the  FrontierVision  Company  that owns any material  item of Tangible  Personal
Property has good and valid title thereto;  (c) the FrontierVision  Company that
leases  Real  Property  pursuant  to any  of the  Material  Leases  has a  valid
leasehold  interest  therein  (subject to expiration  of such Material  Lease in
accordance with its terms); and (d) the  FrontierVision  Company that leases any
material  item of Tangible  Personal  Property  has a valid  leasehold  interest
therein  (subject to expiration of such lease in accordance with its terms),  in
each case of (a),  (b),  (c) and (d) above,  free and clear of all  Encumbrances
other than Permitted  Encumbrances.  The FrontierVision  Companies own, lease or
otherwise   have  rights  to  use  all  real  property   (excluding   easements,
rights-of-way  and  similar   authorizations)  and  tangible  personal  property
necessary  to operate the Systems as presently  conducted by the  FrontierVision
Companies in all material respects. Notwithstanding the express language of this
Section 3.9 or as may otherwise be provided in this Agreement, no representation
or warranty is being made as to title to the internal  wiring,  house drops, and
unrecorded  dwelling-unit  easements,  rights of entry or rights-of-way  held or
used  by  the  FrontierVision  Companies.  Except  for  such  rearrangements  or
rehabilitations  of a System's  cable trunk as may be  necessary in the ordinary
course  of  business  for  that  System  taken as a  whole,  the  FrontierVision
Companies  have no  obligation  to rearrange or  rehabilitate  any of such cable
trunk. Buyer  acknowledges  that, except as expressly  warranted in this Section
3.9 and  Sections  3.14,  3.15 and 3.16,  all Real  Property,  all  improvements
thereon, and all other Tangible Personal Property are being sold or assigned "as
is-where  is" and Buyer shall not be  entitled to make any claim  against FVP or
Sellers arising out of or relating to the condition thereof.

         3.10     Intangibles.

         Section  3.10  of  FrontierVision's   Disclosure  Schedule  contains  a
description  of the  material  Intangibles  (exclusive  of those  required to be
listed in Section 3.8 of FrontierVision's  Disclosure Schedule),  that are owned
or leased by any of the FrontierVision  Companies and that are necessary for the
conduct of the business or operations of the Systems. To FVP's knowledge, except
as to potential copyright liability arising from the performance,  exhibition or
carriage  of any  music  on the  Systems  or as  disclosed  in  Section  3.10 of
FrontierVision's  Disclosure Schedule, it is not infringing upon any trademarks,
trade names, copyrights or similar intellectual property rights of others.

         3.11     Information Regarding the Systems.

                  (a) Subscribers.  Section 3.11 of FrontierVision's  Disclosure
Schedule sets forth the approximate  number of Equivalent  Subscribers as of the
date  indicated  therein   (including  the  approximate   number  of  Equivalent
Subscribers  served in each Franchise  Area and served by each headend,  in each
case as of the date indicated therein).


                                                       - 33 -
<PAGE>


                  (b)  Operating  Revenue.   Section  3.11  of  FrontierVision's
Disclosure  Schedule  sets  forth the  approximate  "Operating  Revenue"  of the
Systems on a consolidated basis as of the date indicated therein,  as "Operating
Revenue" is defined therein.

                  (c)   Certain   Systems    Information.    Section   3.11   of
FrontierVision's  Disclosure Schedule sets forth the approximate number of plant
miles for each System, the approximate  bandwidth capability of each System, the
channel lineup for each System,  and the monthly rates charged for each class of
service  offered by each System,  which  information  is true and correct in all
material respects, in each case as of the applicable dates specified therein and
subject to any qualifications set forth therein.

                  (d) Franchise and FCC Matters.  All material  reports required
to be filed by any of the  FrontierVision  Companies with any of the Franchising
Authorities  or the FCC have been duly filed and were  materially  correct  when
filed.  The   FrontierVision   Companies  are  permitted  under  all  applicable
Franchises and FCC  Regulations to distribute the television  broadcast  signals
distributed by the Systems (except for any inadvertent failure by the Systems to
comply  with the FCC's  nonduplication  and syndex  rules)  and to  utilize  all
carrier frequencies generated by the operations of the Systems, and are licensed
in all  material  respects  to  operate  all the  facilities  required  by Legal
Requirements  to be licensed  (except  where the failure to be so  authorized or
licensed would not  materially  impair the operation of the Systems as presently
conducted).

                  (e) Request for Signal Carriage. Except for nonduplication and
blackout  notices  received  in the  ordinary  course of  business,  none of the
FrontierVision  Companies  has  received any FCC order  requiring  any System to
carry a television  broadcast  signal or to  terminate  carriage of a television
broadcast signal with which it has not complied, and to FVP's knowledge,  except
as  disclosed  in Section  3.11 of  FrontierVision's  Disclosure  Schedule,  the
FrontierVision  Companies  have complied with all written and bona fide requests
or demands received from television  broadcast stations to carry or to terminate
carriage of a television broadcast signal on a System.

                  (f) Rate Regulatory Matters.  Section 3.11 of FrontierVision's
Disclosure  Schedule sets forth a list of all Governmental  Authorities that are
certified  to regulate  rates of the  Systems  pursuant to the Cable Act and FCC
Regulations as of the date of this Agreement and all Franchise  Areas in which a
complaint  regarding  rates has been filed with the FCC as of November  12, 1998
(other than those that have been rejected by the FCC or have been withdrawn). As
of the date of this Agreement, none of the FrontierVision Companies has received
any written notice from any Governmental Authority that it has any obligation or
liability  to refund to  subscribers  of the  Systems any portion of the revenue
received  by  such  FrontierVision  Company  from  subscribers  of  the  Systems
(excluding  with  respect to deposits  for  converters,  encoders,  decoders and
related equipment and other prepaid items).  Buyer  acknowledges that, except as
expressly   warranted   in  this  Section   3.11(f),   FVP  is  not  making  any
representation  or warranty  regarding any Rate Regulatory Matter and, except as
expressly provided in

                                                       - 34 -
<PAGE>


Section  10.2(c),  Buyer shall not be entitled to make any claim  against FVP or
Sellers arising out of or relating to any Rate Regulatory Matter.

                  (g) Copyright. To the extent necessary to operate the Systems,
the  FrontierVision  Companies  are entitled to hold and do hold the  compulsory
copyright  license  described  in  Section  111  of  the  Copyright  Act,  which
compulsory  copyright  license  is in full  force  and  effect  and has not been
revoked,  canceled,  encumbered  or adversely  affected in any material  respect
except relating to any immaterial disputes which may arise after the date hereof
with  respect to copyright  fees  payable  with respect to the  operation by the
FrontierVision  Companies of the Systems. The FrontierVision Companies have paid
all  material  copyright  fees  that are due and  payable  with  respect  to the
operation  by the  FrontierVision  Companies  of the Systems (or have  accrued a
liability with respect thereto which will be included as an Adjustment Liability
in the  computation of Closing Net  Liabilities)  and have set aside an adequate
reserve on their books for the payment of all  copyright  fees that are required
to be accrued but are not yet due and payable.

                  (h)  Insurance.  The Systems  and Assets are  insured  against
claims,  loss or damage in amounts  generally  customary in the cable television
industry and consistent with the FrontierVision Companies' past practices.

                  (i)   Purchase   and   Sale   Agreements.   Section   3.11  of
FrontierVision's  Disclosure  Schedule  lists all  definitive  purchase and sale
agreements  pursuant to which the  Systems  were  acquired.  A copy of each such
agreement has been  delivered to Buyer.  The  FrontierVision  Companies have not
collected any payment as of the date of this  Agreement  from any "seller" under
any of such purchase and sale agreements in respect of any indemnification claim
made against any such "seller" by the  FrontierVision  Companies for a breach of
any  representation or warranty by any such "seller"  regarding the condition of
any of the Systems  acquired  from any such  "seller."  Except as  disclosed  in
Section 3.11 of FrontierVision's  Disclosure Schedule, no FrontierVision Company
is bound by any  contractual  noncompete or similar  restrictive  covenant.  The
FrontierVision  Companies  have paid all amounts that are due and payable  under
the purchase and sale agreements  referred to above (or have accrued a liability
with respect  thereto which will be included as an  Adjustment  Liability in the
computation of Closing Net Liabilities).

                  (j)  Overbuilds.  To FVP's  knowledge,  as of the date of this
Agreement,  except as disclosed in Section 3.11 of  FrontierVision's  Disclosure
Schedule,  the Systems are the only cable television systems presently servicing
the Franchise Areas (other than any cable television  system owned,  operated or
managed by Buyer or any Subsidiary or Affiliate of Buyer).

                  (k) Franchise Fees. The FrontierVision Companies have paid all
franchise  fees that are due and payable  with  respect to the  operation by the
FrontierVision  Companies  of the  Systems  (or have  accrued a  liability  with
respect  thereto  which  will be  included  as an  Adjustment  Liability  in the
computation of Closing Net Liabilities).

                                                       - 35 -
<PAGE>



                  (l) Pole Attachments.  The FrontierVision  Companies have paid
all pole  attachment fees that are due and payable with respect to the operation
by the FrontierVision Companies of the Systems (or have accrued a liability with
respect  thereto  which  will be  included  as an  Adjustment  Liability  in the
computation  of  Closing  Net  Liabilities).  As of the date of this  Agreement,
except as disclosed in Section 3.11 of FrontierVision's  Disclosure Schedule, no
pole  attachment  audits are pending and the  FrontierVision  Companies have not
received written notice of any pending pole attachment audit.

         3.12     Taxes.

         The  FrontierVision  Companies  have  filed or  caused  to be filed all
required  federal Tax Returns and all other  material  required Tax Returns with
the appropriate  Governmental Authorities in all jurisdictions in which such Tax
Returns are  required to be filed by the  FrontierVision  Companies  (except Tax
Returns for which the filing date has been  extended and such  extension  period
has not  expired),  and all Taxes shown on such Tax Returns  have been  properly
accrued or paid to the extent  such Taxes have become due and  payable.  FVP has
delivered to Buyer true,  correct and complete copies of the Tax Returns (in the
form filed) listed in Section 3.12 of FrontierVision's  Disclosure Schedule. The
Financial  Statements  reflect an adequate reserve for all material unpaid Taxes
payable by the FrontierVision Companies for all Tax periods and portions thereof
through  the  date  of  such  Financial  Statements.  Any  unpaid  Taxes  of the
FrontierVision  Companies  for all periods  ending prior to the Closing Date and
not  reflected on such  Financial  Statements  will be included as an Adjustment
Liability in the computation of Closing Net Liabilities.  Except as disclosed in
Section 3.12 of FrontierVision's Disclosure Schedule, none of the FrontierVision
Companies has executed any waiver or extensions of any statute of limitations on
the assessment or collection of any Tax or with respect to any liability arising
therefrom.  Except as disclosed in Section 3.12 of  FrontierVision's  Disclosure
Schedule,  none of the federal,  state or local income Tax Returns  filed by the
FrontierVision Companies has been audited by any taxing authority. Except as set
forth in Section 3.12 of FrontierVision's  Disclosure Schedule, there are no Tax
audits pending and no outstanding  agreements or waiver  extending the statutory
period of  limitations  applicable to any federal,  state or local Tax Return of
any of the FrontierVision Companies for any period.

         3.13     Employee Plans.

                  (a)  Employee   Plans.   Section   3.13  of   FrontierVision's
Disclosure  Schedule  contains a list of all  Employee  Plans  (true and correct
copies of which  have  been  delivered  to  Buyer).  None of the  FrontierVision
Companies or any of their ERISA Affiliates is or has been required to contribute
to any  "multiemployer  plan," as defined in ERISA  Section  3(37),  nor has any
FrontierVision  Company  or any  such  ERISA  Affiliate  (or  any  former  ERISA
Affiliate  with  respect  to the  period  in  which  such  entity  was an  ERISA
Affiliate)  experienced a complete or partial withdrawal,  within the meaning of
ERISA Section 4203 or 4205, from such a "multiemployer plan." Except as required
under Code

                                                       - 36 -
<PAGE>


Section 4980B or ERISA  Sections  601-609,  no Employee Plan provides  health or
medical coverage to former employees of the FrontierVision  Companies. As of the
Adjustment  Time the  FrontierVision  Companies  will have accrued in accordance
with GAAP a liability  for all health  benefit  claims filed as of such time and
all claims incurred but not reported as of such time.

                  (b)  Qualified  Plans.  Except as disclosed in Section 3.13 of
FrontierVision's  Disclosure  Schedule,  with respect to each Employee Plan, and
after  taking  into  consideration  the effect of the  payments  to be made with
respect to the Employee  Plans:  (1) each such Employee Plan that is intended to
be  tax-qualified is the subject of a favorable  determination  letter except as
described  in  Section  3.13 of  FrontierVision's  Disclosure  Schedule;  (2) no
material  liability to the Pension Benefit  Guaranty  Corporation is expected by
FVP to be  incurred  by the  FrontierVision  Companies  or  any of  their  ERISA
Affiliates  (or any former ERISA  Affiliate  with respect to the period in which
such entity was an ERISA  Affiliate)  with respect to any Employee  Plan; (3) no
non-exempt prohibited transaction,  within the definition of Section 4975 of the
Code or  Title  1,  Part 4 of  ERISA,  has  occurred  which  would  subject  the
FrontierVision  Companies or any of their ERISA  Affiliates (or any former ERISA
Affiliate  with  respect  to the  period  in  which  such  entity  was an  ERISA
Affiliate)  to any  material  liability;  (4)  there is no  accumulated  funding
deficiency,  termination  or  partial  termination,  or  requirement  to provide
security  with  respect to any Employee  Plan;  (5) the fair market value of the
assets of any  Employee  Plan  would  exceed  the value of all  liabilities  and
obligations  of such Employee Plan if such plan were to terminate on the Closing
Date; and (6) the transactions contemplated by this Agreement will not result in
liability under ERISA to FVP or the FrontierVision Companies or Buyer, or any of
their respective ERISA Affiliates.

                  (c) Labor Unions. As of the date of this Agreement, other than
as disclosed in Section 3.13 of FrontierVision's  Disclosure  Schedule,  none of
the FrontierVision  Companies is party to or bound by any collective  bargaining
agreement. As of the date of this Agreement,  other than as disclosed in Section
3.13 of FrontierVision's  Disclosure Schedule, to the knowledge of FVP, (1) none
of the  employees of the  FrontierVision  Companies is presently a member of any
collective  bargaining  unit  related  to  his  or  her  employment  and  (2) no
collective bargaining unit has filed a petition for representation of any of the
employees of the FrontierVision Companies.

         3.14     Environmental Laws.

         Except as  disclosed  in Section  3.14 of  FrontierVision's  Disclosure
Schedule:  (a) the  FrontierVision  Companies'  operations  with  respect to the
Systems comply in all material respects with all applicable  Environmental  Laws
as in  effect  on the date of this  Agreement;  (b)  none of the  FrontierVision
Companies  has used  the  Real  Property  for the  manufacture,  transportation,
treatment,  storage or disposal of Hazardous  Substances except for gasoline and
diesel fuel and such use of Hazardous  Substances (in cleaning fluids,  solvents
and other similar  substances)  customary in the  construction,  maintenance and
operation  of a cable  television  system and in amounts or under  circumstances
that would not  reasonably  be expected to give rise to material  liability  for
remediation;

                                                       - 37 -
<PAGE>


and (c) to FVP's knowledge,  the Real Property  complies and has complied in all
material respects with all applicable Environmental Laws. Except as disclosed in
Section 3.14 of  FrontierVision's  Disclosure  Schedule,  as of the date of this
Agreement,  no  Environmental  Claim  has  been  filed  or  issued  against  the
FrontierVision Companies.

         3.15     Claims and Litigation.

         Except as  disclosed  in Section  3.15 of  FrontierVision's  Disclosure
Schedule,  as of the date of this  Agreement,  there is no claim,  legal action,
arbitration or other legal,  administrative  or tax  proceeding,  nor any order,
decree or judgment,  in progress or pending, or to FVP's knowledge threatened in
writing, against or relating to the FrontierVision  Companies, the Assets or the
business  or  operations  of  any of the  Systems  (other  than  FCC  and  other
proceedings  generally  affecting the cable television industry and not specific
to the FrontierVision Companies and other than rate complaints or certifications
filed by  customers  or  Franchising  Authorities)  that  would  have a material
adverse effect on FVP's ability to perform its obligations  under this Agreement
or  that  would  have a  material  adverse  effect  on the  business,  financial
condition, assets or liabilities of any of the FrontierVision Companies.

         3.16     Compliance With Laws.

         Except as  disclosed  in Section  3.16 of  FrontierVision's  Disclosure
Schedule and except for any such noncompliance as has been remedied, each of the
FrontierVision  Companies has complied in all material  respects  with,  and the
Systems and the Assets are in  compliance  in all material  respects  with,  all
applicable Legal Requirements (including,  without limitation,  the Code, ERISA,
the  National  Labor  Relations  Act, the Cable Act,  FCC  Regulations,  and the
Copyright  Act).  Notwithstanding  the foregoing or any other  provision of this
Agreement to the contrary,  and without limiting the provisions of Section 6.14,
FVP does not make any representation or warranty with respect to compliance with
any Legal Requirements  dealing with,  limiting or affecting the rates which can
be  charged  by  cable  television  systems  to  their  customers  (whether  for
programming,  equipment,  installation,  service or otherwise) or any other Rate
Regulatory Matter.

         3.17     Transactions with Affiliates.

         Except as  disclosed  in the  Financial  Statements  or Section 3.17 of
FrontierVision's  Disclosure Schedule, none of the FrontierVision  Companies has
been  involved in any business  arrangement  or business  relationship  with any
Affiliate  of  any  of  the   FrontierVision   Companies   (other  than  another
FrontierVision Company), and no Affiliate of any of the FrontierVision Companies
(other than another FrontierVision Company) owns any property or right, tangible
or  intangible,  that is used in the  business of the  FrontierVision  Companies
(other than in its capacity as a direct or indirect equity or debt holder of the
FrontierVision Companies).


                                                       - 38 -
<PAGE>


         3.18     Broker.

         Neither FVP nor any of the other FrontierVision Companies or any Person
acting on their behalf has incurred any  liability  for any finders' or brokers'
fees or commissions in connection  with the  transactions  contemplated  by this
Agreement  except as  described  in Section 11.1 or disclosed in Section 3.18 of
FrontierVision's Disclosure Schedule.

         3.19     Securities Law Matters.

                  (a) FVP represents that it is an "accredited investor" as that
term is defined in  Regulation D under the  Securities  Act and that it has such
knowledge and experience in financial and business matters that it is capable of
evaluating  the  merits  and  risks of  acquisition  of the  Escrow  Registrable
Securities and of making an informed  investment  decision with respect thereto,
and  understands all risks of holding the Escrow  Registrable  Securities for an
indefinite period of time.

                  (b) FVP  acknowledges  receipt of copies of  Buyer's  10-K and
Buyer's 10-Q.

                  (c) FVP is aware that the Escrow  Registrable  Securities  are
not currently  registered under the Securities Act or under any state securities
laws.

                  (d)  FVP  agrees  that  it  will  not   transfer   the  Escrow
Registrable  Securities  without  compliance  with the  registration  and  other
provisions  of  all  applicable  securities  laws  and  acknowledges  that  each
certificate  representing  the Escrow  Registrable  Securities which it receives
will be marked with an  appropriate  legend to such effect (which legend will be
removed in accordance  with the  provisions of the Deposit  Registration  Rights
Agreement).

                  (e) FVP is purchasing the Escrow Registrable Securities solely
for  investment  purposes,   with  no  present  intention  to  sell  the  Escrow
Registrable  Securities  (other  than  pursuant  to  an  effective  registration
statement).

                  (f) FVP understands that it must bear the economic risk of the
investment  represented by the purchase of the Escrow Registrable Securities for
an indefinite period.

                  (g) FVP agrees not to offer, sell, or otherwise dispose of the
shares of the  Escrow  Registrable  Securities  at any time  prior to the second
anniversary of the date FVP acquires the Escrow Registrable  Securities,  unless
such offer,  sale, or other  disposition is (1) registered  under the Securities
Act, or (2) in compliance with an opinion of counsel of FVP,  delivered to Buyer
and reasonably  acceptable to it, to the effect that such offer,  sale, or other
disposition thereof does not violate the Securities Act.


                                                       - 39 -

<PAGE>



                  (h) FVP acknowledges that the certificate(s)  representing the
Escrow  Registrable  Securities  delivered  hereunder  shall bear the  following
legend (which legend will be removed in  accordance  with the  provisions of the
Deposit Registration Rights Agreement):

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
                  UNDER  THE  FEDERAL  OR STATE  SECURITIES  LAWS AND MAY NOT BE
                  OFFERED FOR SALE,  SOLD OR OTHERWISE  TRANSFERRED  OR ASSIGNED
                  FOR VALUE,  DIRECTLY OR INDIRECTLY,  NOR MAY THE SECURITIES BE
                  TRANSFERRED   ON  THE  BOOKS  OF  THE   CORPORATION,   WITHOUT
                  REGISTRATION OF SUCH SECURITIES  UNDER ALL APPLICABLE  FEDERAL
                  OR STATE  SECURITIES  LAWS OR  COMPLIANCE  WITH AN  APPLICABLE
                  EXEMPTION THEREFROM.

                  THE  SECURITIES  REPRESENTED  HEREBY  ARE  SUBJECT  TO CERTAIN
                  RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS
                  AGREEMENT,   A  COPY  OF  WHICH  MAY  BE  OBTAINED   FROM  THE
                  CORPORATION.

         3.20     Cure.

         For all purposes under this  Agreement,  the existence or occurrence of
any  events  or   circumstances   which  constitute  or  cause  a  breach  of  a
representation or warranty of FVP (including without limitation FrontierVision's
Disclosure  Schedule) on the date such  representation or warranty is made shall
be deemed not to constitute a breach of such  representation or warranty if such
event or  circumstance  is cured on or prior to the Closing  Date or the earlier
termination of this Agreement.

                                    ARTICLE 4

                   REPRESENTATIONS AND WARRANTIES OF SELLERS

         Subject to any  provisions of this  Agreement  limiting,  qualifying or
excluding  any of the  representations  or warranties  made herein,  each Seller
severally  represents and warrants to Buyer (with respect to such Seller and not
with respect to any other Seller) as set forth in this Article 4.

         4.1      Authority of Sellers; Authorization and Binding Obligation.

         Such Seller has the requisite corporate, partnership, limited liability
company or other  applicable  power,  authority  and legal  capacity to execute,
deliver and perform this Agreement and the other Transaction  Documents to which
such Seller is a party  according  to their  respective  terms.  The  execution,
delivery,  and  performance  by such  Seller  of this  Agreement  and the  other
Transaction  Documents to which such Seller is a party have been duly authorized
by all necessary action on the part

                                                       - 40 -

<PAGE>


of such Seller. This Agreement and the other Transaction Documents to which such
Seller is a party have been duly  executed and  delivered by such Seller (or, in
the case of Transaction  Documents to be executed and delivered at Closing, when
executed and delivered will be duly executed and delivered) and constitute  (or,
in the case of  Transaction  Documents to be executed and  delivered at Closing,
when executed and  delivered  will  constitute)  the legal,  valid,  and binding
obligation of such Seller,  enforceable  against such Seller in accordance  with
their  terms,  except as the  enforceability  of this  Agreement  and such other
Transaction Documents may be limited by bankruptcy,  insolvency, or similar laws
affecting   creditors'  rights  generally  or  by  judicial  discretion  in  the
enforcement  of  equitable  remedies,  and as rights to  indemnification  may be
limited by  federal or state  securities  laws or the public  policies  embodied
therein.

         4.2      Absence of Conflicting Agreements; Consents.

         Except for the  expiration or  termination  of any  applicable  waiting
period under the HSR Act, the filing by FVP,  any other  FrontierVision  Company
and/or  the  Sellers  with  the  SEC of any  reports  required  to be  filed  in
connection with the consummation of the transactions  contemplated hereby, or as
set forth in Section 4.2 of FrontierVision's Disclosure Schedule, the execution,
delivery  and  performance  by such  Seller  of  this  Agreement  and the  other
Transaction  Documents  to which such  Seller is a party  (with or  without  the
giving of notice,  the lapse of time,  or both):  (A) do not require the Consent
of,  notice to, or filing with any  Governmental  Authority  or any other Person
that has not been  obtained;  (B) will not  conflict  with any  provision of the
Charter  Documents  of such Seller  (and,  in the case of the SPC  Sellers,  the
Charter  Documents of the SPC owned by such Seller) as currently in effect;  (C)
assuming receipt of all Consents, will not conflict with, result in a breach of,
or constitute a default under any Legal  Requirement  to which such Seller (and,
in the case of the SPC Sellers, to which the SPC owned by such Seller) is bound;
(D) assuming receipt of all Consents, will not conflict with, constitute grounds
for  termination  of,  result in a breach of,  constitute  a default  under,  or
accelerate or permit the  acceleration of any performance  required by the terms
of any material  agreement or  instrument to which such Seller (and, in the case
of the SPC  Sellers,  to which the SPC owned by such  Seller) is bound;  and (E)
will not result in the creation of any Encumbrance upon the Purchased  Interests
held by such  Seller  (and,  in the case of the SPC  Sellers,  upon the  limited
partnership   interest   in  FVP  held  by  the  SPC  owned  by  such   Seller).
Notwithstanding  the foregoing,  no Seller makes any  representation or warranty
regarding  any of the  foregoing  that may  result  from the  specific  legal or
regulatory  status of Buyer or as a result of any other facts that  specifically
relate to the business or activities in which Buyer is or proposes to be engaged
other than the cable television business.

         4.3      Title to Purchased Interests.

                  (a) The General Partner represents that it holds of record and
owns beneficially the General  Partnership  Interest and the Subordinated  Notes
set forth by its name in Section 4.3 of  FrontierVision's  Disclosure  Schedule,
free and clear of all Encumbrances.


                                                       - 41 -
<PAGE>


                  (b) Each Limited  Partner Seller  represents  that it holds of
record  and  owns  beneficially  the  Limited   Partnership   Interest  and  the
Subordinated  Notes set  forth by its name in  Section  4.3 of  FrontierVision's
Disclosure Schedule, free and clear of all Encumbrances.

                  (c) Each SPC  Seller  represents  that it holds of record  and
owns beneficially the Subordinated  Notes listed next to its name in Section 4.3
of FrontierVision's Disclosure Schedule and that the SPC listed next to its name
in Section 4.3 of FrontierVision's  Disclosure Schedule holds of record and owns
beneficially the limited partnership  interest in FVP and the Subordinated Notes
set forth by such  SPC's  name in  Section  4.3 of  FrontierVision's  Disclosure
Schedule, free and clear of all Encumbrances. Each SPC Seller represents that it
holds of record and owns beneficially 100% of the issued and outstanding Capital
Stock  of the SPC  listed  next to such  SPC  Seller's  name in  Section  4.3 of
FrontierVision's Disclosure Schedule, free and clear of all Encumbrances. All of
the issued and outstanding Capital Stock of the SPC owned by such SPC Seller has
been duly authorized, validly issued, fully paid and nonassessable,  and has not
been issued in  violation  of any  federal or state  securities  laws.  Each SPC
Seller represents that the SPC owned by such SPC Seller has not and does not own
any assets or other properties  (other than the respective  limited  partnership
interests in FVP and the  Subordinated  Notes held by such SPC, and, in the case
of 1818  II  Cable  Corp.  and  Olympus  Cable  Corp.,  the  respective  limited
partnership  interests in the General  Partner held by such SPC, which interests
in the General Partner shall be distributed,  directly or indirectly, to the SPC
Seller  which owns such SPC  immediately  prior to the  Closing)  or conduct any
business or have any indebtedness, liabilities or obligations other than rights,
obligations,  and  liabilities  arising under this Agreement and the partnership
agreement  of FVP,  the SPC Notes  (which SPC Notes shall be canceled by the SPC
Seller that holds such SPC Note  concurrently  with the Closing) or as disclosed
in Section 4.3 of FrontierVision's Disclosure Schedule.

                  (d) Except as  disclosed  in Section  4.3 of  FrontierVision's
Disclosure  Schedule and except for this  Agreement and rights granted under the
partnership  agreement of FVP, such Seller (and, in the case of the SPC Sellers,
the SPC owned by such  Seller)  (1) is not party to, and has not  granted to any
other  Person,  any  options,  warrants,  subscription  rights,  rights of first
refusal or any other rights  providing for the  acquisition  or  disposition  of
partnership  interests or other equity interests in the FVP (and, in the case of
the SPC Sellers, in the SPC owned by such Seller), and (2) is not a party to any
voting agreement,  voting trust,  proxy or other agreement or understanding with
respect to the voting of any of the Purchased  Interests or the Capital Stock of
any of the FrontierVision Companies.

         4.4      Broker.

         Neither  such Seller nor any Person  acting on its behalf has  incurred
any  liability for any finders' or brokers'  fees or  commissions  in connection
with the  transactions  contemplated  by this  Agreement  except as described in
Section 11.1.


                                                       - 42 -
<PAGE>


         4.5      Taxes.

         There are no Tax audits pending and no outstanding agreements or waiver
extending the statutory period of limitations applicable to any federal,  state,
or local Tax Return of the SPC the  capital  stock of which is owned by such SPC
Seller for any period.

         4.6      Securities Law Matters.

                  (a)  Each  such  Seller  who  is  an   "Accredited   Investor"
represents that the information  provided in such Seller's  "Accredited Investor
Questionnaire" delivered herewith is true, correct and complete.

                  (b) Such  Seller,  either  individually  or together  with his
representatives and advisors, has such knowledge and experience in financial and
business  matters  that it is  capable  of  evaluating  the  merits and risks of
acquisition of the Stock Consideration  Registrable  Securities and of making an
informed investment decision with respect thereto,  and understands all risks of
holding the Stock Consideration  Registrable Securities for an indefinite period
of time.

                  (c) Such Seller acknowledges receipt of copies of Buyer's 10-K
and Buyer's 10-Q.

                  (d) Such  Seller  has  carefully  considered  and has,  to the
extent  such Seller  believes  such  discussion  necessary  discussed  with such
Seller's   professional  legal,  tax,  accounting  and  financial  advisors  the
suitability of an investment in the Stock Consideration  Registrable  Securities
for such Seller's particular tax and financial situation and has determined that
the Stock Consideration Registrable Securities is a suitable investment for such
Seller.

                  (e) Such  Seller  agrees that it will not  transfer  the Stock
Consideration  Registrable  Securities  without compliance with the registration
and other provisions of all applicable securities laws.

                  (f)  Such  Seller  is  purchasing   the  Stock   Consideration
Registrable Securities solely for investment purposes, with no present intention
to sell the Stock Consideration  Registrable  Securities (other than pursuant to
an effective registration statement).

                  (g) Such  Seller  understands  that it must bear the  economic
risk of the investment  represented  by the purchase of the Stock  Consideration
Registrable Securities for an indefinite period.

                  (h) Such  Seller  agrees  not to  offer,  sell,  or  otherwise
dispose of the shares of the Stock Consideration  Registrable  Securities at any
time prior to the second  anniversary of the date such Seller acquires the Stock
Consideration  Registrable  Securities,   unless  such  offer,  sale,  or  other
disposition  is (1) registered  under the  Securities  Act, or (2) in compliance
with an opinion of counsel

                                                       - 43 -
<PAGE>


of the Seller, delivered to Buyer and reasonably acceptable to it, to the effect
that such  offer,  sale,  or other  disposition  thereof  does not  violate  the
Securities Act.

                  (i)  Such   Seller   acknowledges   that  the   certificate(s)
representing the Stock Consideration  Registrable Securities delivered hereunder
shall be issued to such Seller with the  following  legend (which legend will be
removed  in  accordance   with  the   provisions  of  the  Stock   Consideration
Registration Rights Agreement):

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
                  UNDER  THE  FEDERAL  OR STATE  SECURITIES  LAWS AND MAY NOT BE
                  OFFERED FOR SALE,  SOLD OR OTHERWISE  TRANSFERRED  OR ASSIGNED
                  FOR VALUE,  DIRECTLY OR INDIRECTLY,  NOR MAY THE SECURITIES BE
                  TRANSFERRED   ON  THE  BOOKS  OF  THE   CORPORATION,   WITHOUT
                  REGISTRATION OF SUCH SECURITIES  UNDER ALL APPLICABLE  FEDERAL
                  OR STATE  SECURITIES  LAWS OR  COMPLIANCE  WITH AN  APPLICABLE
                  EXEMPTION THEREFROM.

                  THE  SECURITIES  REPRESENTED  HEREBY  ARE  SUBJECT  TO CERTAIN
                  RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS
                  AGREEMENT,   A  COPY  OF  WHICH  MAY  BE  OBTAINED   FROM  THE
                  CORPORATION.

         4.7      Cure.

         For all purposes under this  Agreement,  the existence or occurrence of
any  events  or   circumstances   which  constitute  or  cause  a  breach  of  a
representation  or  warranty  of  such  Seller  (including   without  limitation
FrontierVision's  Disclosure  Schedule)  on  the  date  such  representation  or
warranty  is  made  shall  be  deemed  not  to   constitute  a  breach  of  such
representation or warranty if such event or circumstance is cured on or prior to
the Closing Date or the earlier termination of this Agreement.

                                    ARTICLE 5

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer  represents  and  warrants to FVP and each Seller as set forth in
this Article 5.

         5.1      Organization; Authorization and Binding Obligation.

         Buyer is a corporation duly incorporated, validly existing, and in good
standing  under  the laws of the  State of  Delaware.  Buyer  has the  requisite
corporate power and authority to own, lease, and

                                                       - 44 -
<PAGE>


operate  its  properties,  to carry on its  business  in the  places  where such
properties  are  now  owned,  leased,  or  operated  and  such  business  is now
conducted,  and to execute,  deliver and perform  this  Agreement  and the other
Transaction  Documents to which Buyer is a party  according to their  respective
terms. Buyer is duly qualified and in good standing as a foreign  corporation in
each jurisdiction in which such qualification is required.

         5.2      Authorization and Binding Obligation.

         The execution, delivery, and performance by Buyer of this Agreement and
the  other  Transaction  Documents  to which  Buyer is a party  have  been  duly
authorized by all necessary  corporate,  shareholder or other action on the part
of Buyer. This Agreement and the other Transaction Documents to which Buyer is a
party  have  been duly  executed  and  delivered  by Buyer  (or,  in the case of
Transaction Documents to be executed and delivered at Closing, when executed and
delivered will be duly executed and  delivered) and constitute  (or, in the case
of Transaction  Documents to be executed and delivered at Closing, when executed
and delivered  will  constitute)  the legal,  valid,  and binding  obligation of
Buyer,  enforceable  against Buyer in accordance with their terms, except as the
enforceability  of this  Agreement and such other  Transaction  Documents may be
limited by bankruptcy,  insolvency,  or similar laws affecting creditors' rights
generally or by judicial  discretion in the  enforcement of equitable  remedies,
and as rights to  indemnification  may be limited by federal or state securities
laws or the public policies embodied therein.

         5.3      Absence of Conflicting Agreements; Consents.

         Except for the  expiration or  termination  of any  applicable  waiting
period  under the HSR Act and the  filing by Buyer  with the SEC of any  reports
required to be filed in connection  with the  consummation  of the  transactions
contemplated  hereby,  the execution,  delivery and performance by Buyer of this
Agreement and the other Transaction Documents to which Buyer is a party (with or
without the giving of notice,  the lapse of time,  or both):  (a) do not require
any Consent,  declaration to, or filing with any  Governmental  Authority or any
other Person;  (b) will not conflict with any provision of the Charter Documents
of Buyer, as currently in effect; (c) will not conflict with, result in a breach
of, or constitute a default under any Legal Requirement to which Buyer is bound;
and (d) will not conflict with, constitute grounds for termination of, result in
a  breach  of,   constitute  a  default  under,  or  accelerate  or  permit  the
acceleration of any performance  required by the terms of any material agreement
or instrument to which Buyer is a party or bound. Notwithstanding the foregoing,
Buyer  does  not  make  any  representation  or  warranty  regarding  any of the
foregoing  that may result from the specific  legal or regulatory  status of any
Seller or any  FrontierVision  Company  or as a result of any other  facts  that
specifically  relate to the  business or  activities  in which any Seller or any
FrontierVision  Company  is or  proposes  to be  engaged  other  than the  cable
television business.


                                                       - 45 -
<PAGE>


         5.4      Capital Structure; ACC Class A Common Stock.

                  (a) All of the  shares  of ACC  Class A Stock  deposited  into
escrow in  accordance  with the Deposit  Escrow  Agreement  as  contemplated  by
Section 2.4(a): (1) have been duly authorized and validly issued, fully paid and
nonassessable,  not subject to, or issued in violation of, any preemptive rights
and have not been issued in violation of any federal or state  securities  laws;
and (2) have the same  rights  and  powers  as all  other  shares of ACC Class A
Common  Stock  issued  and  outstanding  as of the  date of this  Agreement.  If
released to FVP in accordance with this Agreement,  on the date of such release,
all of the securities  constituting the Deposit Escrow Property:  (1) shall have
been duly  authorized  and validly  issued,  fully paid and  nonassessable,  not
subject to, or issued in violation of, any  preemptive  rights and not issued in
violation of any federal or state  securities  laws; and (2) shall have the same
rights and powers as all other shares of ACC Class A Common Stock (or, if any of
the securities  constituting  the Deposit Escrow  Property are not shares of ACC
Class A Stock, as all other  securities of the same class and series) issued and
outstanding as of the date of this Agreement.

                  (b) On the  Closing  Date,  all of the  shares  of ACC Class A
Common Stock constituting the Stock Consideration (or, if applicable, all of the
securities of any other class or series  constituting the Stock  Consideration):
(1)  shall  have  been  duly  authorized  and  validly  issued,  fully  paid and
nonassessable,  not subject to, or issued in violation of, any preemptive rights
and not issued in violation  of any federal or state  securities  laws;  and (2)
shall have the same rights and powers as all other  shares of ACC Class A Common
Stock (or, if any of the securities constituting the Stock Consideration are not
shares  of ACC  Class A Stock,  as all other  securities  of the same  class and
series) issued and outstanding as of the date of this Agreement.

         5.5      Claims and Litigation.

         As of the date of this  Agreement,  there is no  claim,  legal  action,
arbitration,  governmental  investigation or other legal,  administrative or tax
proceeding,  nor any order,  decree or judgment,  in progress or pending,  or to
Buyer's  knowledge  threatened  in writing,  against or relating to Buyer or the
assets  or  business  of Buyer or its  Subsidiaries  (other  than FCC and  other
proceedings  generally  affecting the cable television industry and not specific
to Buyer or its  Subsidiaries  and other than rate complaints or  certifications
filed by  customers  or  franchising  authorities),  that  would have a material
adverse  effect on  Buyer's  ability  to  perform  its  obligations  under  this
Agreement or that could reasonably be expected to have a material adverse effect
on the business,  financial  condition,  assets or  liabilities of Buyer and its
Subsidiaries, taken as a whole.

         5.6      SEC Reports.

                  (a)  Buyer's  financial  statements  contained  in its  Annual
Report on Form 10-K for the fiscal year ended March 31,  1998  ("Buyer's  10-K")
present  fairly the  consolidated  financial  operations of Buyer for the fiscal
year then ended, in conformity with GAAP. Buyer's interim financial

                                                       - 46 -
<PAGE>


statements  contained in its Quarterly Report on Form 10-Q for the quarter ended
September  30,  1998  ("Buyer's  10-Q")  reflect all  adjustments  which are, in
Buyer's management's  opinion,  necessary to a fair statement of the results for
the  interim   period   presented  and  necessary  to  present   fairly  Buyer's
consolidated  financial  position as of September 30, 1998 and its  consolidated
results of operations  for the quarter  ended  September 30, 1998 and cash flows
from consolidated operations for the quarter ended September 30, 1998.

                  (b)  Except  as set  forth in  Buyer's  10-Q or in any  public
document  filed  by  Buyer  with  the SEC  after  September  30,  1998,  Buyer's
capitalization  (including for this purpose, all outstanding  options,  warrants
and other rights to acquire  Capital  Stock or other  securities of Buyer) is as
set forth in  Buyer's  10-K to the  extent  required  to be set forth in Buyer's
10-K. The ACC Class A Common Stock is not subject to any preemptive right, claim
or other interest of any Person.

                  (c) Except as set forth in any public  document filed by Buyer
or Hyperion  Telecommunications,  Inc. or Olympus Communications,  L.P. with the
SEC after September 30, 1998: (1) there has not been,  since September 30, 1998,
any material adverse change in the financial condition, results of operations of
Buyer, or any damage, destruction or loss which materially and adversely affects
the financial condition, results of operations or future prospects of Buyer; and
(2) as of the date of this Agreement,  Buyer has not entered into any commitment
or transaction material to Buyer's business.

                  (d) No  statement  made in Buyer's 10-K or Buyer's 10-Q or any
public document filed by Buyer or Hyperion  Telecommunications,  Inc. or Olympus
Communications,  L.P. with the SEC after  September 30, 1998, nor any statement,
representation  or  warranty  made by  Buyer  in  this  Agreement  or the  other
Transaction  Documents (including  schedules and exhibits),  contains any untrue
statement of any material  fact or omits a material  fact  necessary to make the
statements  contained herein or therein,  in light of the circumstances in which
they were made, not misleading.

         5.7      Broker.

         Neither Buyer nor any Person acting on behalf of Buyer has incurred any
liability for any finders' or brokers' fees or  commissions  in connection  with
the  transactions  contemplated by this Agreement except as described in Section
11.1.

         5.8      Investment Purpose; Investment Company.

         Buyer is acquiring the Purchased  Interests for  investment for its own
account  and not with a view to the  sale or  distribution  of any part  thereof
within the meaning of the Securities  Act. Buyer is not an "investment  company"
as defined in the Investment Company Act of 1940, as amended.


                                                       - 47 -
<PAGE>


         5.9      Cure.

         For all purposes under this  Agreement,  the existence or occurrence of
any  events  or   circumstances   which  constitute  or  cause  a  breach  of  a
representation or warranty of Buyer on the date such  representation or warranty
is made shall be deemed not to  constitute  a breach of such  representation  or
warranty if such event or  circumstance is cured on or prior to the Closing Date
or the earlier termination of this Agreement.

                                    ARTICLE 6

                        SPECIAL COVENANTS AND AGREEMENTS

         The parties covenant and agree as follows,  provided that,  except with
respect  to express  agreements  and  covenants  of a Seller  contained  in this
Article 6  (including  Sections  6.5,  6.12 and 6.15),  no Seller shall have any
obligation  or liability  prior to the Closing with respect to any  agreement or
covenant of FVP set forth in this Article 6 (it being  understood  and agreed by
each  Seller  that  nothing  in this  sentence  shall  impair  or  diminish  the
indemnification  obligations  of Sellers  under  Article  10 after the  Closing,
including with respect to any covenant of FVP set forth in this Article 6).

         6.1      Operation of Business Prior to Closing.

         Except as required by applicable Legal  Requirements or as contemplated
in FrontierVision's  Disclosure Schedule or Section 6.1(c),  without the consent
of Buyer (which consent shall not be  unreasonably  withheld),  between the date
hereof and the  Closing  Date,  FVP will  operate  and cause the  FrontierVision
Companies to operate the Systems in the ordinary course of business (subject to,
and  except  as  modified  by,  compliance  with  the  following   negative  and
affirmative  covenants)  and abide by the  following  negative  and  affirmative
covenants:

                  (a)      Negative Covenants.  The FrontierVision Companies
shall not do any of the following:

                           (1)      Franchises.  Fail to use commercially
reasonable  efforts to renew on substantially the same or on other  commercially
reasonable  terms any  Franchise  that has expired or will expire after the date
hereof and prior to the Closing  Date in  accordance  with its terms;  provided,
however, the FrontierVision Companies shall not agree to any material changes to
the terms of any Franchise  without  Buyer's prior written  consent and provided
further  that FVP shall not be  required to take any steps  necessary  to obtain
renewals of any  Franchise  earlier  than such steps are required to be taken by
applicable FCC Regulations, and obtaining renewals of any Franchise shall not be
a condition precedent to Buyer's obligations hereunder except as provided in the
immediately  following sentence).  The parties agree that the obligations of the
FrontierVision  Companies with respect to the renewal of the Franchises referred
to in Section 3.8(F) of FrontierVision's Disclosure Schedule (Renewal Letters

                                                       - 48 -
<PAGE>


Not Timely  Filed),  exclusive of the  Penobscot  Indian Nation (ME) and Town of
Friendsville  (MD) Franchises (the "Renewal  Franchises") are governed solely by
Section 6.4 and 7.1(d) and not this Section 6.1(a)(1).

                           (2)      Contracts.  Modify or amend in any material
respect,  except in the  ordinary  course of business,  any Contract  that shall
survive the Closing; or enter into any new Contracts that will be binding on the
FrontierVision  Companies  following the Closing except:  (A) agreements for the
provision of cable television services to residential customers; (B) the renewal
or  extension of any existing  Contract on its existing  terms,  in all material
respects,  in the ordinary  course of  business;  (C)  contracts or  commitments
entered into in the ordinary  course of business that are terminable on not more
than sixty days prior notice or that do not involve post-Closing  obligations in
excess of Twenty-Five Thousand Dollars ($25,000) in any one case or in excess of
Five Hundred Thousand Dollars  ($500,000) in the aggregate;  or (D) with respect
to utility  pole  attachment  agreements,  Contracts  with terms as  customarily
required  by the  utility  whose  poles are  utilized,  and except in any event,
subject to their legal obligations and constraints, the FrontierVision Companies
will not enter into a new  collective  bargaining  agreement  without  providing
Buyer a reasonable  opportunity to review and approve the proposed terms of such
agreement, which approval shall not be unreasonably withheld by Buyer.

                           (3) Disposition of Assets. Sell, assign, lease, swap,
or  otherwise  transfer or dispose of any of the Assets,  except as set forth in
Section  6.1 of  FrontierVision's  Disclosure  Schedule  and  except  for assets
consumed or disposed of in the ordinary course of business or assets (other than
any  System  as  a  whole)  that  are  replaced  by   replacement   property  of
substantially equivalent kind and use.

                           (4)      Encumbrances.  Create, assume or permit to
exist any  Encumbrance  upon the Assets,  except for Permitted  Encumbrances  or
other Encumbrances disclosed in FrontierVision's Disclosure Schedule.

                           (5)      Indebtedness.  Permit the FrontierVision
Companies  to incur  any  additional  indebtedness  for  borrowed  money  except
pursuant  to the  Debt  Documents  listed  in  Section  3.8 of  FrontierVision's
Disclosure  Schedule  and that (if not  repaid  at or prior to the  Closing)  is
included  in  Adjustment   Liabilities   in  the   computation  of  Closing  Net
Liabilities.

                           (6)      Marketing Programs.  Implement any new
marketing plans that are materially  different from marketing  plans  previously
implemented by the FrontierVision Companies.

                           (7)      Channel Lineups; Rate Changes.  Make channel
additions or channel  substitutions  or change the channel lineup for any System
or change  the  customer  rates  charged  by any  System  or enter  into any new
carriage  agreements,  except as set forth in  Section  6.1 of  FrontierVision's
Disclosure Schedule.

                                                       - 49 -
<PAGE>



                  (b)  Affirmative  Covenants.  FVP shall,  and shall  cause the
FrontierVision Companies to, do the following:

                           (1)      Access to Information.  Subject to Buyer's
obligations   hereunder  to  maintain  the   confidentiality   of   Confidential
Information,  allow Buyer and its authorized  representatives  reasonable access
during normal business hours to the Assets, physical plant, offices,  properties
and records for the purpose of inspection,  and furnish or cause to be furnished
to Buyer or its authorized  representatives  all information with respect to the
Assets or the FrontierVision  Companies that Buyer may reasonably  request.  Any
investigation or request for information  shall be conducted in such a manner as
not to interfere  with the business or operations  of the Systems.  Buyer hereby
agrees that it shall  promptly  provide  written notice to FVP or such Seller if
based upon  information  provided to Buyer or through its  investigation,  Buyer
determines  that FVP or a Seller is in breach in any material  respect of any of
its representations or warranties set forth in this Agreement.

                           (2)      Insurance.  Maintain the existing insurance
policies on the Systems and the Assets (or comparable replacement policies).

                           (3)      Books and Records.  Maintain the
FrontierVision Companies' books and records in accordance with past practices.

                           (4)      Financial Information.  Furnish to Buyer
within  forty-five  days after the end of each month between the date hereof and
the Closing  Date,  an unaudited  consolidated  balance  sheet and  statement of
operations and statement of cash flows for the FrontierVision Companies for such
month,  which financial  information  shall be prepared from the  FrontierVision
Companies'  books and records  maintained in the ordinary  course of business in
accordance with past practices.

                           (5) Compliance with Laws. Comply in all material
respects with all Legal Requirements applicable to the FrontierVision Companies
and the operation of the Systems.

                           (6)      Keep Organization Intact.  Except with
respect  to any  voluntary  departure  of any of the  FrontierVision  Companies'
employees between the date hereof and Closing,  use its commercially  reasonable
efforts to preserve intact its business and organization relating to the Systems
and preserve for Buyer the goodwill of the FrontierVision  Companies' suppliers,
customers and others having business relations with it.

                           (7)      Specified Rebuild and Upgrade Projects.
Proceed  with the  rebuild  and upgrade  projects  identified  in Section 2.5 of
FrontierVision's Disclosure Schedule in the ordinary course of business.


                                                       - 50 -
<PAGE>


                           (8)      Franchise Renewal Letters.  File a request
for renewal  under Section  626(a) of the Cable Act with the proper  Franchising
Authority with respect to each Franchise in respect of which the time period for
making such filing will expire on or before the Closing Date.

                           (9)      Year 2000 Remediation Plan.  Proceed with
the Year 2000 Remediation Plan of the FrontierVision  Companies in accordance in
all material respects with the provisions of such plan, a copy of which has been
provided to Buyer.

                           (10)     Rate Changes.  Implement the rate changes
set forth in Section 6.1 of  FrontierVision's  Disclosure Schedule in accordance
with the  implementation  schedule  set forth  therein with respect to each such
rate change.

                           (11)     Purchase and Sale Agreement Indemnification
Claims.  Pursue in the  ordinary  course of  business  consistent  with the past
practice of the FrontierVision  Companies any  indemnification  claims regarding
the  condition  of any of the  Systems  acquired  from the  "sellers"  under the
purchase  and  sale   agreements   referred  to  in  Section  3.11(i)  that  the
FrontierVision  Companies  may  have  against  such  "sellers"  pursuant  to the
indemnification  provisions thereof. The FrontierVision Companies will apply any
payments  actually  collected after the date of this Agreement in respect of any
such  claims to  remedying  the  matter in respect  of which the  payments  were
collected  or will include the amount of any such payment that is not so applied
as an Adjustment  Liability in the Computation of Closing Net  Liabilities  (but
shall have no  obligation  pursuant  to this  provision  to expend more than the
amount collected on remedying such matter).

                  (c) Certain  Permitted  Actions.  Notwithstanding  anything in
this Agreement (including Sections 6.1(a) and (b) above) to the contrary,  Buyer
consents and agrees as follows:

                           (1)      Contractual Commitments.  FVP, the General
Partner  and the other  FrontierVision  Companies  may comply  with all of their
contractual  commitments under their existing  Contracts and under any Contracts
entered  into  after  the date of this  Agreement  in  compliance  with  Section
6.1(a)(2) or with Buyer's  consent (in each case,  as such  Contracts  may be in
effect from time to time in  accordance  with Section  6.1(a)(2) or with Buyer's
consent).  FVP, the General Partner and the other  FrontierVision  Companies may
take such actions as are  contemplated  by the other  Sections of this Agreement
(excluding  Sections 6.1(a) and (b)) and otherwise comply with their obligations
under the other Sections of this Agreement (excluding Sections 6.1(a) and (b)).

                           (2)      Pending Acquisitions/Swaps/Sales.  The
FrontierVision  Companies may consummate the  transactions  set forth in Section
6.1 of FrontierVision's Disclosure Schedule.

                           (3)      Holdings Exchange Offer.  FrontierVision
Holdings, L.P. and FrontierVision Holdings Capital II Corporation may consummate
the Exchange  Offer and comply with its other  obligations  contemplated  in the
Registration Rights Agreement dated as of December 9, 1998

                                                       - 51 -
<PAGE>


among FrontierVision Holdings, L.P., FrontierVision Holdings Capital II
Corporation, J.P. Morgan Securities Inc. and Chase Securities Inc.

                           (4)      Excluded Assets.  The FrontierVision
Companies  may assign each of the Excluded  Assets to the General  Partner,  its
designees  or  any  other  Person  prior  to the  Closing;  provided  that  such
assignments,  either  individually  or in the  aggregate,  do not  result in any
adverse Tax  consequence  to any of the  FrontierVision  Companies  which is not
included  in  Adjustment   Liabilities   in  the   computation  of  Closing  Net
Liabilities.

                           (5)      Other Matters.  The FrontierVision Companies
may  take  the  other  actions  set  forth in  Section  6.1 of  FrontierVision's
Disclosure Schedule.

         6.2      Confidentiality; Press Release.

                  (a) FVP and the Sellers may from time to time in the course of
this transaction  disclose to Buyer information and material  concerning FVP and
the Sellers, the FrontierVision Companies, the Assets and the Systems, including
proprietary   information,    contracts,   marketing   information,    technical
information,   product  or  service  concepts,  subscriber  information,  rates,
financial  information ideas,  concepts and research and development (any of the
foregoing and any analysis, compilations, studies or other documents prepared by
or on behalf of Buyer in respect thereof are hereafter  collectively referred to
as "Confidential  Information").  The term  "Confidential  Information" does not
include any item of  information  that (1) is publicly  known at the time of its
disclosure,  (2) is  lawfully  received  from  a  third  party  not  bound  in a
confidential  relationship  with a party  hereto,  (3) is published or otherwise
made  known  to the  public  by any  source  other  than a  party  bound  by the
provisions  hereof,  or (4) was generated by Buyer  independently.  Buyer agrees
that  Confidential  Information  received from FVP and the Sellers shall be used
solely in connection with the transaction contemplated by this Agreement.  Buyer
agrees  that it shall  treat  confidentially  and not  directly  or  indirectly,
divulge,  reveal,  report,  publish,  transfer  or  disclose,  for  any  purpose
whatsoever  (other than to its investors,  financing  sources and agents for the
purpose of consummating the transactions contemplated by this Agreement, each of
whom shall maintain the confidentiality of such Confidential  Information),  all
or any portion of the  Confidential  Information  disclosed  to it by FVP or the
Sellers.  In the event of a breach of the  covenants  contained  in this Section
6.2, FVP and the Sellers shall be entitled to seek injunctive  relief as well as
any and all other remedies at law or equity.  If the Closing does not occur, the
Confidential  Information,  except for that portion which  consists of analysis,
compilations, studies or other documents prepared by or on behalf of Buyer, will
be returned to FVP or the Sellers,  as appropriate,  immediately upon FVP's or a
Seller's  request  therefor;  and that portion of the  Confidential  Information
which consists of analysis, compilations, studies or other documents prepared by
or on behalf of Buyer will be held by Buyer and kept confidential and subject to
the terms of this Section 6.2, or will be destroyed.


                                                       - 52 -
<PAGE>


                  (b) No party  will  issue any press  release or make any other
public announcements  concerning this Agreement or the transaction  contemplated
hereby except in  consultation  with the other parties,  except for  disclosures
required by law (including any legal obligations  imposed on Buyer in connection
with its status as a publicly-held corporation and any legal obligations imposed
on any of the  FrontierVision  Companies  in  connection  with  their  status as
reporting  companies  under the Exchange Act or in connection  with the Holdings
Exchange  Offer  contemplated  in  Section  6.1(c)(3)).  With  respect  to press
releases or any other public announcements  required by law (including the legal
obligations referred to in the parenthetical clause of the immediately preceding
sentence),  the party intending to make such release or disclosure shall provide
the other parties with an advance copy and a reasonable opportunity to review.

         6.3      Cooperation; Commercially Reasonable Efforts.

         The  parties  shall  cooperate  with each  other  and their  respective
counsel and accountants in all  commercially  reasonable  respects in connection
with any actions  required to be taken as part of their  respective  obligations
under this Agreement, and otherwise use their commercially reasonable efforts to
consummate the transactions contemplated hereby and to fulfill their obligations
hereunder  as  expeditiously  as  practicable.  Buyer  shall  provide to FVP and
Sellers  such  information  relating  to Buyer  and its  Subsidiaries  and their
businesses and operations as FVP and Sellers shall reasonably request. FVP shall
provide to Buyer such information  relating to the FrontierVision  Companies and
their businesses and operations as Buyer shall reasonably request. Following the
execution of this  Agreement FVP and Buyer will negotiate in good faith to agree
to a  mutually  satisfactory  Programming  Supply  Agreement  consistent  in all
material  respects with the discussions to date between the parties with respect
to the subject matter thereof. .
         6.4      Consents.

         Subject to the other provisions of this Section 6.4 and this Agreement,
the parties agree as follows:

                  (a) Following the execution hereof, FVP shall use commercially
reasonable  efforts,  and  shall  cause  the  FrontierVision  Companies  to  use
commercially  reasonable  efforts,  to obtain as  expeditiously  as possible all
Consents (other than the Credit Agreement Consent and the GECC Facility Consent,
which  shall  be  governed  solely  by  Section  6.7(a)  or  Section  6.7(c)  as
appropriate), required to be obtained by the FrontierVision Companies, including
Consents  under the  Franchises,  Licenses and  Contracts of the  FrontierVision
Companies, and the renewal of the Renewal Franchises.  Buyer agrees to cooperate
with  FVP  and  the  FrontierVision  Companies  in all  commercially  reasonable
respects in obtaining the foregoing Consents and renewals. In furtherance of the
foregoing,  FVP and Buyer agree to  cooperate  in preparing  and  completing  an
application on FCC Form 394 (or other appropriate form) and appropriate  letters
of   transmittal   for  each   Franchise   Consent  listed  in  Section  3.4  of
FrontierVision's  Disclosure  Schedule  and  use  their  best  efforts  to  file
completed applications with

                                                       - 53 -
<PAGE>


the appropriate  Franchising  Authorities within thirty days after the execution
of this Agreement (and in any event within  forty-five  days after the execution
of this Agreement). Effective upon filing of each Franchise Consent application,
FVP and Buyer shall be deemed to have agreed that such  application is "facially
complete."  FVP and Buyer also agree to cooperate in preparing and completing an
appropriate  application  and letters of transmittal  for each Consent listed in
Section 3.4 of  FrontierVision's  Disclosure  Schedule  relating to Licenses and
Contracts of the  FrontierVision  Companies and using their best efforts to file
completed  applications with the FCC or other  appropriate  Person within thirty
days after the execution of this Agreement  (and in any event within  forty-five
days after the  execution of this  Agreement).  FVP shall also use  commercially
reasonable  efforts  to cause  all such  Consents  relating  to  Franchises  and
Contracts to include a provision  that permits  Buyer to transfer the  Purchased
Interests  to any  Affiliate  of Buyer that agrees in writing as a condition  to
such  transfer  to be bound by any and all  obligations  of Buyer in  connection
therewith; provided that FVP shall have no additional obligation with respect to
obtaining such a provision if the inclusion of such a provision would cause such
Consent to be  unreasonably  withheld,  delayed or  otherwise  conditioned;  and
provided  further  that if the  Franchising  Authority or other Person from whom
such Consent is  requested  objects to the  inclusion  of such a provision  such
request will be immediately withdrawn.

                  (b) In the event that after the  execution of this  Agreement,
FVP and Buyer  mutually agree that an application on FCC Form 394 is required to
be filed in order to request a Franchise  Consent  that is not listed in Section
3.4 of FrontierVision's Disclosure Schedule, FVP and Buyer agree to cooperate in
preparing and completing an  application  on FCC Form 394 (or other  appropriate
form) and  appropriate  letters of  transmittal  and using their best efforts to
file a completed  application with the appropriate  Franchising Authority within
ten days after FVP and Buyer  agree that  Consent is  required.  Effective  upon
filing of each Franchise Consent  application,  FVP and Buyer shall be deemed to
have agreed that such application is "facially complete."

         In the event that after the execution of this Agreement,  a Franchising
Authority that did not receive a Franchise  Consent  request on FCC Form 394 (or
other  appropriate  form) pursuant to Section 6.4(a) asserts that its Consent is
required in order to consummate the transactions contemplated by this Agreement,
FVP and Buyer will notify the other party and cooperate  with each other in good
faith to determine whether they agree that Consent is required. If FVP and Buyer
cannot agree within five  business  days after both parties are notified of such
Franchising  Authority's  assertion,  FVP and Buyer shall mutually  retain a law
firm to make the final  determination  (which law firm shall be  experienced  in
cable  franchising  matters and shall not then serve as legal  counsel to any of
the FrontierVision  Companies or Buyer). The selected law firm shall endeavor to
resolve the dispute as promptly as practicable and such firm's resolution of the
dispute shall be final and binding on the parties. All of the costs and expenses
of the selected law firm and its services  rendered  pursuant to this  paragraph
shall be borne by whichever of FVP or Buyer is the nonprevailing party.

         If it is  finally  determined  pursuant  to  this  Section  6.4(b)  (by
agreement  of FVP and Buyer or by  resolution  of a law firm)  that a  Franchise
Consent is required from such Franchising Authority, and the

                                                       - 54 -
<PAGE>


Franchise  in  question  relates  to a  Franchise  Area that  serves a number of
subscribers  equal to or greater  than the number of  subscribers  served by the
Franchise  Area that  serves  the  fewest  number of  subscribers  of all of the
Franchise Areas related to the Material Consent  Franchises (based on the number
of  subscribers  specified for each such  Franchise  Area in Section  3.11(A) of
FrontierVision's  Disclosure Schedule) (such a Franchise, a "Designated Material
Consent  Franchise"),  then FVP and Buyer agree to cooperate  in  preparing  and
completing  an  application  on FCC Form 394 (or  other  appropriate  form)  and
appropriate  letters  of  transmittal  and using  their  best  efforts to file a
completed application with the appropriate Franchising Authority within ten days
after the date it is determined a Franchise Consent is required.  Effective upon
filing of each Franchise Consent  application,  FVP and Buyer shall be deemed to
have agreed that such application is "facially complete."

         If it is  finally  determined  pursuant  to  this  Section  6.4(b)  (by
agreement  of FVP and Buyer or by  resolution  of a law firm)  that a  Franchise
Consent  is  required  from such  Franchising  Authority  but the  Franchise  in
question is not a Designated  Material  Consent  Franchise (all such  Franchises
that are not a Designated Material Consent Franchise, a "Designated Non-Material
Consent  Franchise"),  and the Franchise  Areas relating to all such  Designated
Non-Material   Consent  Franchises  serve  in  the  aggregate  at  least  35,000
subscribers  (based  on the  number  of  subscribers  specified  for  each  such
Franchise Area in Section 3.11(A) of FrontierVision's Disclosure Schedule), then
(except to the extent that Buyer  agrees that no Franchise  Application  will be
filed for a particular Designated Non-Material Consent Franchise), FVP and Buyer
agree to cooperate in preparing and  completing an  application  on FCC Form 394
(or other  appropriate  form) and  appropriate  letters of transmittal  for each
Designated  Non-Material  Consent  Franchise  identified  to such date and using
their  best  efforts  to  file a  completed  application  with  the  appropriate
Franchising  Authority  within  ten days  after the date it is  determined  such
filings are required  pursuant to this paragraph.  Effective upon filing of each
Franchise Consent application, FVP and Buyer shall be deemed to have agreed that
such application is "facially complete."

                  (c) FVP and Buyer shall promptly  furnish to any  Governmental
Authority or other Person from whom a Consent or Franchise  renewal is requested
such accurate and complete  information  regarding the FrontierVision  Companies
and Buyer, including financial information and other information relating to the
cable and other media operations of the FrontierVision Companies and Buyer, as a
Governmental Authority or other Person may reasonably require in connection with
obtaining  any  such  Consent  or  renewal.  Notwithstanding  anything  in  this
Agreement to the  contrary,  but subject to the  provisos  below in this Section
6.4(c),  Buyer  acknowledges  and agrees  that FVP will  control  and manage the
process of obtaining such Consents and Franchise renewals and that neither Buyer
nor any of its employees, agents,  representatives or any other Person acting on
behalf of Buyer will contact any  Governmental  Authority or other Person who is
party to a  Franchise,  License or  Contract  of the  FrontierVision  Companies,
including  those from whom a Consent  or  Franchise  renewal is sought,  for the
purpose of seeking  any  amendment,  modification  or changes to any  Franchise,
License or Contract,  for the purpose of waiving or extending the time period in
which such  Governmental  Authority  or other  Person is  required to act on the
request  for Consent or renewal,  or for any other  purpose  that would have the
result of unduly hindering or delaying the receipt of any such Consent,

                                                       - 55 -
<PAGE>


waiver or renewal; provided that it is understood and agreed that nothing herein
shall prevent Buyer (or its  employees,  agents,  representatives  and any other
Person acting on behalf of Buyer) from communicating (by letter,  press release,
or  otherwise)  following  consultation  with FVP  with  any  such  Governmental
Authority (whether or not a Consent is being sought from it) in order to provide
information  relating to Buyer and  transition  issues  regarding  Buyer and the
Systems  following the Closing Date or from responding to requests  initiated by
Governmental  Authorities or other Persons from whom a Consent is sought so long
as such response does not relate to any of the foregoing  prohibited matters and
Buyer  shall use  commercially  reasonable  efforts to  apprise  FVP of all such
requests.

                  (d)  If in  connection  with  the  process  of  obtaining  any
Consent, a Governmental  Authority or other Person seeks to impose any condition
or any change to a Franchise,  License or Contract to which such Consent relates
that would be applicable to Buyer or any FrontierVision Company as a requirement
for granting its Consent,  FVP shall promptly  notify Buyer of such fact and FVP
shall not  agree to such  condition  or  change  except as agreed to by Buyer in
writing;  provided  that if such  condition or change  relates to a Consent with
respect  to a  Material  Consent  Franchise  or a  Designated  Material  Consent
Franchise that is then in the Renewal  Window,  Buyer hereby accepts (and agrees
that FVP may accept on behalf of Buyer and the FrontierVision  Companies without
the need for any further  agreement by Buyer in writing) any such  conditions or
changes that are  commercially  reasonable  taken as a whole (it being agreed by
Buyer for purposes of this Agreement,  without  limiting whether any other terms
are commercially  reasonable,  that so long as the proposed renewal term of such
Franchise  is  at  least  ten  years,   that  a   requirement   to  complete  an
upgrade/rebuild  of the System  serving such  Franchise  Area up to 750 MHz by a
date  that is no  earlier  than  three  years  from the  Closing  Date  and/or a
requirement to pay franchise fees up to the amount permitted by the Cable Act is
commercially  reasonable).  For purposes of this  Agreement,  the term  "Renewal
Window" means that the Franchise in question is due to expire within three years
from the date of determination.

         If in connection with the process of obtaining a renewal of any Renewal
Franchise,  a Franchising  Authority seeks to renew such Franchise on terms that
differ  in any  materially  adverse  respect  from  the  terms  of the  existing
Franchise,  FVP shall promptly notify Buyer of such fact and FVP shall not agree
to such  condition or change  except as agreed to by Buyer in writing;  provided
that Buyer hereby accepts (and agrees that FVP may accept on behalf of Buyer and
the FrontierVision Companies without the need for any further agreement by Buyer
in writing) the  following:  (1) a renewal of the City of Auborn  (ME),  City of
Lewiston  (ME),  and Town of Lisbon (ME)  Franchises on  substantially  the same
terms as the respective terms of renewal specified in such existing  Franchises;
(2) a renewal of the Town of Tremont (ME),  Town of Bar Harbor (ME), City of Old
Town (ME), and Town of Orrington (ME) Franchises on substantially the same terms
as the terms of the existing City of Bangor (ME) Franchise; (3) a renewal of the
Town of Southwest Harbor (ME) Franchise on  substantially  the same terms as the
terms contained in the draft franchise proposal  previously  delivered to Buyer;
(4) a renewal of the Village of Holgate (OH) Franchise on substantially the same
terms  as  the  terms  contained  in the  draft  franchise  proposal  previously
delivered to Buyer; (5) a renewal of the City of

                                                       - 56 -
<PAGE>


Defiance (OH) Franchise on  substantially  the same terms as the terms contained
in the draft franchise proposal previously  delivered to Buyer; (6) a renewal of
the Village of Albany (OH) and Town of Spring Hope (NC) Franchises on terms that
are  commercially  reasonable  taken as a whole  (it  being  agreed by Buyer for
purposes  of this  Agreement,  without  limiting  whether  any  other  terms are
commercially  reasonable,  that  so  long as the  proposed  renewal  term of the
Renewal  Franchise  is at least ten years,  that a  requirement  to  complete an
upgrade/rebuild  of the System  serving such  Franchise  Area up to 750 MHz by a
date  that is no  earlier  than  three  years  from the  Closing  Date  and/or a
requirement to pay franchise fees up to the amount permitted by the Cable Act is
commercially reasonable).

         Buyer agrees that all fees,  costs and expenses of such  conditions  or
changes  shall be borne by Buyer  directly  or  indirectly  as the  owner of the
FrontierVision Companies. Buyer also agrees that after the Closing it will cause
the  FrontierVision  Companies  to  comply  with  the  provisions  of all of the
Franchises  and  will not  withhold  its  consent  to any  requirement  that the
FrontierVision Companies comply with the rebuild/upgrade  requirements contained
in the  Franchises  as set forth in Section 6.4 of  FrontierVision's  Disclosure
Schedule (as such  requirements  may be modified  with Buyer's  consent) that is
imposed by a  Franchising  Authority as a condition to its approval of a request
for Consent or request for a Franchise renewal.

                  (e)  If  prior  to  the  Closing   hereunder  any  Franchising
Authority  purchases  the assets of any System (or portion  thereof) that serves
the  Franchise  Area  covered  by the  Franchise  granted  by  such  Franchising
Authority  pursuant  to any right of first  refusal  in such  Franchise  that is
triggered  by the  consummation  of  the  purchase  and  sale  of the  Purchased
Interests,  an  amount  equal  to the  product  of (1)  the  number  of  Closing
Equivalent  Subscribers  represented by the subscribers served in such Franchise
Area  (determined as if the effective time of the consummation of the respective
sale of such to the  Franchising  Authority were the Adjustment  Time hereunder)
multiplied  by (2) $2,928  shall be included as an  Adjustment  Liability in the
computation of Closing Net Liabilities, and the target number of 700,000 Closing
Equivalent  Subscribers  referred to in Section  2.5(a) shall be reduced by such
number of Closing Equivalent Subscribers. FVP will not agree and will not permit
the  FrontierVision  Companies  to agree to sell the  assets of any  System  (or
portion  thereof)  pursuant  to a right  of  first  refusal  in a  Franchise  as
described above if the closing  thereof would occur after the Closing  hereunder
and the  purchase  consideration  would  be less  than the  amount  equal to the
product of (1) the number of Closing Equivalent  Subscribers  represented by the
subscribers  served in such Franchise Area  (determined as if the effective time
of the consummation of the respective sale of such to the Franchising  Authority
were the Adjustment Time hereunder) multiplied by (2) $2,928.

                  (f) If, notwithstanding their commercially reasonable efforts,
FVP and the other  FrontierVision  Companies  are unable to obtain any  required
Consents or Franchise renewal, none of FVP or any of the Sellers shall be liable
to Buyer for any breach of covenant  and after the Closing none of FVP or any of
the Sellers shall have any further obligation with respect to obtaining any such
Consents  or  renewals  or any  liability  for the  failure of such  Consents or
renewals to be obtained. Except as provided in this Agreement or with respect to
the Credit Agreement Consent, nothing herein

                                                       - 57 -
<PAGE>


shall require the  expenditure or payment of any funds (other than in respect of
normal and usual  attorneys  fees,  filing fees or other  normal  costs of doing
business) or the giving of any other  consideration by FVP, any Seller or any of
the FrontierVision Companies in order to obtain any Consent or renewal.

         6.5      HSR Act Filing.

                  (a) As  soon  as  practicable  after  the  execution  of  this
Agreement,  but in any event no later than forty-five days after such execution,
FVP, as the "acquired  person," and Buyer, as the "acquiring  person," will each
complete and file, or cause to be completed and filed, a premerger  notification
and report under the HSR Act that is consistent  with the rules and  regulations
of the Federal Trade Commission (the "FTC") and that requests early  termination
of the  waiting  period  imposed  by the  HSR  Act.  FVP  and  Buyer  shall  use
commercially reasonable efforts to respond as promptly as reasonably practicable
to any  inquiries  received  from  the  FTC and the  Antitrust  Division  of the
Department of Justice (the "Antitrust  Division") for additional  information or
documentation  and to respond  as  promptly  as  reasonably  practicable  to all
inquiries  and  requests  received  from any  other  Governmental  Authority  in
connection  with  antitrust  matters.  FVP  and  Buyer  shall  use  commercially
reasonable  efforts to overcome any  objections  which may be raised by the FTC,
the Antitrust Division or any other Governmental  Authority having  jurisdiction
over antitrust matters. The fees relating to the filings required by the HSR Act
shall be shared  equally by Buyer,  on the one hand,  and Sellers,  on the other
hand.

                  (b) Each of the  other  parties  to this  Agreement  and their
Affiliates  will cooperate with FVP and Buyer in causing such filings to be made
as  expeditiously  as practicable,  will promptly file, after any request by the
FTC or Antitrust Division and after appropriate  negotiation with the FTC or the
Antitrust Division of the scope of such request, any information or documents so
requested, and will furnish FVP and Buyer with copies of any correspondence from
or to, and notify FVP and Buyer of any other  communications  with,  the FTC and
Antitrust  Division  that  relates  to the  transactions  contemplated  by  this
Agreement.

                  (c) If the parties  subsequently  determine that any filing by
any of the  Sellers or their  Affiliates  is  required  in  connection  with the
consummation of the transactions  contemplated by this Agreement,  including the
acquisition by any of the Sellers of ACC Class A Common Stock,  such Seller and,
as necessary,  Buyer,  will each complete and file, or cause to be completed and
filed, a premerger  notification and report under the HSR Act that is consistent
with FTC  rules and  regulations  and that  requests  early  termination  of the
waiting  period  imposed by the HSR Act. Each of the parties making such filings
shall use  commercially  reasonable  efforts  to:  (1)  respond as  promptly  as
reasonably  practicable to any inquiries received from the FTC and the Antitrust
Division for additional information or documentation; (2) respond as promptly as
reasonably  practicable  to all inquiries  and requests  received from any other
Governmental  Authority in connection with antitrust  matters;  and (3) overcome
any  objections  which may be raised by the FTC, the  Antitrust  Division or any
other Governmental

                                                       - 58 -
<PAGE>


Authority having jurisdiction over antitrust matters. The filing fees related to
any filing required to be made under this subsection (c) shall be shared equally
between the "acquiring  person" and the "acquired  person" for each such filing,
except that if any filing is  required  solely as a result of the  purchase  and
sale of the SPC Stock  contemplated  hereby (as  opposed  to direct  partnership
interests in FVP),  any filing fees related to such filings shall be paid solely
by the SPC Seller(s) who own(s) the SPC Stock in question.

         6.6      Buyer's Qualifications and Financing.

                  (a)  Buyer  will not  take  any  action  that  does,  or could
reasonably be expected to,  disqualify  Buyer to be the transferee of control of
the  FrontierVision  Companies as the holder of the Franchises and the owner and
operator of the Assets and  Systems.  Should  Buyer  become aware of any fact or
circumstance  that would  disqualify  Buyer as the  transferee of control of the
FrontierVision Companies,  Buyer will promptly notify FVP and Sellers in writing
thereof and will remove any such disqualifying fact or circumstance.

                  (b) Buyer will not take any action that is  inconsistent  with
its  obligations  under this  Agreement or which does,  or would  reasonably  be
expected to,  materially  hinder or delay the  consummation  of the  transaction
contemplated  by  this  Agreement.   Without  limiting  the  generality  of  the
foregoing, at all times between the date hereof and the Closing Date, Buyer will
take all necessary or advisable actions to ensure,  and Buyer will ensure,  that
Buyer is able to deliver the Cash  Consideration and the Stock  Consideration at
Closing. From the date hereof until Closing,  Buyer will promptly notify FVP and
Sellers of any event that occurs or circumstance  that arises that could prevent
Buyer from being able to deliver the Cash  Consideration or Stock  Consideration
at Closing.

         6.7      Discharge of Debt Documents.

                  (a) Promptly  following the execution of this  Agreement,  FVP
will  approach  the agent banks  under the Credit  Agreement  to seek  requisite
lender consent (the "Credit Agreement  Consent") to permit the outstanding loans
and  commitments  under the Credit  Agreement  to remain  outstanding  after the
Closing, and FVP will use its best efforts to obtain such Consent. FVP will keep
Buyer  reasonably  informed as to FVP's inquiries and the agent banks' responses
with respect thereto.  Buyer  acknowledges and agrees that FVP has no obligation
(other  than to use best  efforts  as  provided  above)  to  obtain  the  Credit
Agreement  Consent  and that  obtaining  the Credit  Agreement  Consent is not a
condition  precedent  to Buyer's  obligations  hereunder  and that this  Section
6.7(a)  in no  way  limits  Buyer's  obligation  under  Section  6.7(b)  if  the
indebtedness  under the Credit Agreement becomes due and payable at the Closing.
FVP shall  afford  Buyer the  opportunity  to discuss and  negotiate  the Credit
Agreement  Consent  with the  agent  banks and other  lenders  under the  Credit
Agreement.  It is  understood  and agreed  that both FVP and Buyer  shall have a
reasonable  opportunity to review and the right to approve the Credit  Agreement
Consent documentation and terms thereof prior to execution thereof.

                                                       - 59 -
<PAGE>



                  (b) If the Credit  Agreement  Consent is not  obtained,  Buyer
shall cause all  obligations of the  FrontierVision  Companies  under the Credit
Agreement  (including all principal,  accrued and unpaid  interest and all other
amounts) that becomes due and payable  concurrently with the consummation of the
Closing to be discharged in full at the Closing.

                  (c) Promptly  following the execution of this  Agreement,  FVP
will approach General Electric Capital Corporation ("GECC") to seek consent (the
"GECC  Facility  Consent") to permit the  Equipment  Leasing  Facility to remain
outstanding  after the  Closing,  and FVP will use its  commercially  reasonable
efforts (which shall in no event require the  expenditure or payment of funds or
the  giving  of  any  other  consideration  by  FVP,  any  Seller  or any of the
FrontierVision Companies in order to obtain the GECC Facility Consent) to obtain
such Consent.  FVP will keep Buyer reasonably informed as to FVP's inquiries and
GECC's  responses with respect thereto.  Buyer  acknowledges and agrees that FVP
has no obligation (other than to use commercially reasonable efforts as provided
above) to obtain the GECC Facility  Consent and that obtaining the GECC Facility
Consent is not a condition precedent to Buyer's obligations  hereunder.  If GECC
withholds its consent,  FVP will cause all indebtedness  outstanding  under such
Equipment Leasing Facility to be repaid at or before the Closing.

                  (d) Buyer  acknowledges  and agrees that the Issuers under the
Indentures  will be  required to make an Offer of  Redemption  under each of the
Indentures  within  thirty  days of the  Closing  Date,  in the case of the 1996
Indenture,  and within  thirty-five days of the Closing Date, in the case of the
1997 Indenture and the 1998 Indenture. Buyer will cause the Issuers to discharge
all of their obligations under the Indentures in accordance with their terms.

                  (e) FVP will cause the  FrontierVision  Companies to terminate
all of its interest rate protection and similar  agreements and discharge all of
their  obligations  thereunder  at or  prior to the  Closing  unless  Buyer  has
delivered  reasonable  prior  notice to FVP  specifying  that Buyer  desires the
FrontierVision  Companies to maintain the  effectiveness  of one or more of such
agreements  as  specified in Buyer's  notice.  If the  FrontierVision  Companies
maintain the effectiveness of one or more of such agreements at Buyer's request,
the amount of the net asset  shall be  included  as an  Adjustment  Asset in the
computation of Closing Net Liabilities,  if applicable, or the amount of the net
liability  shall be included as an Adjustment  Liability in the  computation  of
Closing Net Liabilities, if applicable.

         6.8      Retention and Access to the FrontierVision Companies' Records.

         Except as  provided  in Section  6.10(c)(1),  the  General  Partner and
Sellers shall, for a period of five years from the Closing Date, have access to,
and the right to copy,  at their  expense,  during  usual  business  hours  upon
reasonable  prior notice to Buyer,  all of the books and records relating to the
FrontierVision  Companies,  Assets and Systems  that were  transferred  to Buyer
pursuant to this  Agreement.  Buyer shall retain and preserve all such books and
records for such five year period.  Subsequent  to such five year period,  Buyer
shall only destroy such books and records if there is no

                                                       - 60 -
<PAGE>


ongoing  litigation,  governmental audit or other proceeding,  and subsequent to
thirty days' notice to the General  Partner and Sellers of their right to remove
and retain such books and  records,  or to copy such books and records  prior to
their destruction.

         6.9      Employee Matters.

                  (a) Except as otherwise  provided in this Section 6.9, nothing
herein  shall  require  Buyer or the  FrontierVision  Companies  to continue the
employment  of any employees of the  FrontierVision  Companies for any period of
time following the Closing.  Within thirty days after  representatives  of Buyer
meet with the  FrontierVision  Companies'  corporate-level  employees to discuss
employment  opportunities with Buyer following the Closing, FVP shall provide to
Buyer  a list  of  all  employees  of the  FrontierVision  Companies  and  shall
designate those  corporate-level  employees that are not available for continued
employment with the  FrontierVision  Companies  following the Closing.  Within a
reasonable  period of time  following  the receipt of such list and no less than
sixty days prior to the  Closing  Date,  Buyer shall  provide  FVP with  written
notice of which of the available employees of the FrontierVision Companies Buyer
intends to retain  following  the Closing (the "Assumed  Employees").  FVP shall
cause the FrontierVision  Companies to terminate the employment of all employees
that are not Assumed Employees on or prior to the Closing.  Notwithstanding  the
foregoing,  Buyer  agrees to  provide  FVP with  written  notice of which of the
available  employees of the  FrontierVision  Companies  Buyer  intends to retain
following  the  Closing at least 100 days prior to the Closing in the event that
Buyer intends to terminate or to cause any  FrontierVision  Company to terminate
50 or more  employees  (when  considered  together  with those  employees  to be
terminated as designated by any FrontierVision Company) during the 90-day period
prior to and  including  the Closing to permit FVP to make any required  notices
under the Worker  Adjustment and Retraining  Notification Act, as amended ("WARN
Act"). In the event that Buyer fails to provide such notice to FVP, Buyer agrees
that  it  will  retain  a  sufficient  number  of  employees   employed  by  the
FrontierVision  Companies as of the Closing to ensure that 50 or more  employees
do not  experience  "employment  loss" as that term is  defined  in the WARN Act
during the  90-day  period  prior to and  including  the  Closing.  Buyer  shall
continue  to employ  such  employees  for a period of at least 90 days after the
Closing, except for such employees who voluntarily terminate employment,  retire
or are discharged  for cause.  Buyer shall be solely  responsible  for and shall
indemnify and hold Sellers  harmless  from any liability  arising under the WARN
Act after the  Closing  arising  out of  Buyer's  failure  to  provide  adequate
advanced written notice to FVP or arising out of Buyer's failure to continue the
employment of any  FrontierVision  Company  employee as required in this Section
6.9(a).  Buyer shall have no  obligation  to provide  severance  benefits to any
employee of the FrontierVision Companies who terminate employment on or prior to
Closing.

                  (b) As of and  immediately  after  the  Closing  each  Assumed
Employee  shall be  employed  in the same  position  and on the same  terms  and
conditions prevailing as of the Closing, and each Assumed Employee who continues
his employment  after the Closing shall receive credit for past service with any
of the  FrontierVision  Companies  for all purposes of  eligibility  and vesting
under

                                                       - 61 -
<PAGE>


Buyer's Employee Plans and for all other purposes under Buyer's  vacation,  sick
leave or other benefit  programs or  arrangements.  Buyer shall not otherwise be
required to maintain  any  particular  level of benefits  for any of the Assumed
Employees except that Buyer will not discuss any potential changes in employment
terms  or  benefits   with  the  Assumed   Employees   prior  to  the   Closing.
Notwithstanding  the foregoing,  upon Buyer's request,  FVP will coordinate with
Buyer to permit Buyer to meet with any of the corporate-level  Assumed Employees
to discuss employment  opportunities following the Closing,  including position,
salary and other  employment  benefits (and the  requirement  that such employee
must  continue  employment  in the  same  position  and on the  same  terms  and
conditions shall not apply to any corporate-level Assumed Employees).

                  (c) Buyer shall assume full  responsibility  and liability for
offering and providing  "continuation  coverage" to any "qualified  beneficiary"
who is covered by a "group  health  plan"  sponsored  or  contributed  to by any
FrontierVision  Company or any of their ERISA Affiliates and who has experienced
a "qualifying event" or is receiving  "continuation coverage" on or prior to the
Closing.  "Continuation coverage," "Qualified  beneficiary,"  "Qualifying event"
and "group  health  plan" all shall  have the  meanings  given such terms  under
Section 4980B of the Code and Section 601 et seq. of ERISA. Buyer shall hold the
FrontierVision  Companies  and any  entity  required  to be  combined  with  the
FrontierVision Companies (within the meaning of Sections 414(b), (c), (m) or (o)
of the Code) harmless from and fully indemnify them against any costs, expenses,
losses,  damages  and  liabilities  incurred  or  suffered  by them  directly or
indirectly,  including,  but not  limited  to,  reasonable  attorneys'  fees and
expenses,  which  relate to  continuation  coverage and arise as a result of any
action  or  omission  by  any  FrontierVision  Company  or any  of  their  ERISA
Affiliates  or  because  Buyer  is  deemed  to be a  successor  employer  to any
FrontierVision Company or any of their ERISA Affiliates.

                  (d) If the  employment  of any Assumed  Employee who continues
his employment with the FrontierVision Companies after the Closing is terminated
within the one-year  period  immediately  following  the Closing,  such employee
shall  be  entitled  to  receive  severance  benefits  in  accordance  with  the
provisions of the FrontierVision Severance Pay Plan disclosed in Section 3.13 of
FrontierVision's Disclosure Schedule.  Notwithstanding the foregoing or anything
in the  FrontierVision  Severance Pay Plan to the contrary,  Buyer shall have no
obligation to provide any severance benefits to any such employee discharged for
cause.

                  (e)  At  or  prior  to  the   Closing,   FVP  and  the   other
FrontierVision  Companies shall enter into appropriate  release  agreements with
James C.  Vaughn  and John S. Koo,  pursuant  to which  each  party  irrevocably
waives,  releases and forever  discharges the other party (including the agents,
servants, employees,  directors, officers,  affiliates,  divisions, partners and
representatives of FVP and the other  FrontierVision  Companies) of and from any
and all actions, causes of actions, charges,  complaints,  claims,  liabilities,
and expenses (including,  without limitation,  attorneys' fees and costs) of any
nature  whatsoever,  known  or  unknown,  in law and  equity,  arising  from the
employment agreements by and between FVP and each of James C. Vaughn and John S.
Koo.


                                                       - 62 -
<PAGE>


                  (f) At the  Closing,  Buyer  shall cause all amounts due under
the FrontierVision  Partners,  L.P.  Executive Deferred  Compensation Plan to be
paid as  directed  by FVP.  An  amount  equal to the  aggregate  amount  of such
payments  shall be included as an  Adjustment  Liability in the  computation  of
Closing  Net  Liabilities.   The  participants  under  the  Plan  shall  deliver
appropriate  releases  to  Buyer  with  respect  to its  rights  under  the Plan
contingent upon receipt of the Closing payment due to such participant.

         6.10     Tax Matters.

         The following  provisions shall govern the allocation of responsibility
between Buyer and Sellers for certain tax matters following the Closing Date:

                  (a) Tax  Periods  Ending on or Before the  Closing  Date.  The
General  Partner  shall  prepare or cause to be prepared and file or cause to be
filed all Tax Returns for the FrontierVision Companies for all periods ending on
or prior to the  Closing  Date which are  required to be filed after the Closing
Date. Such Tax Returns shall be prepared in accordance with each  FrontierVision
Company's past custom and practice (subject to applicable Legal Requirements and
determined  on  the  basis  of  the  appropriate   permanent   records  of  such
FrontierVision  Company),  and  allocations of items of income and gain and loss
and deduction  shall be made using the closing of the books method.  In the case
of any  FrontierVision  Company  that  is a  partnership  or  limited  liability
company,  such Tax  Returns  shall be prepared  in  accordance  with the Charter
Documents of such  FrontierVision  Company as in effect on the Closing  Date. In
preparing each FrontierVision  Company's Tax Returns,  the General Partner shall
consult with Buyer in good faith and shall provide Buyer with drafts of such Tax
Returns  (together with the relevant  back-up  information)  for review at least
twenty days prior to filing. After the Closing, Buyer shall not prepare or cause
to  be  prepared  or  file  or  cause  to  be  filed  any  Tax  Return  for  the
FrontierVision  Companies for any period ending on or prior to the Closing Date,
except as any Seller adversely affected thereby may agree in writing.

                  (b) Tax Periods  Beginning Before and Ending After the Closing
Date.  Buyer shall prepare or cause to be prepared and file or cause to be filed
any Tax Returns of the  FrontierVision  Companies  for Tax  periods  which begin
before the Closing Date and end after the Closing  Date.  Such Tax Returns shall
be prepared in accordance  with each  FrontierVision  Company's  past custom and
practice  (subject to applicable Legal  Requirements and determined on the basis
of the  appropriate  permanent  records  of  such  FrontierVision  Company).  In
preparing such Tax Returns, Buyer shall consult with the General Partner in good
faith and shall  provide  the  General  Partner  with drafts of such Tax Returns
(together with the relevant back-up information) for review at least twenty days
prior to filing.

                                                       - 63 -
<PAGE>



                  (c)      Cooperation on Tax Matters.

                           (1)      Buyer and the General Partner shall
cooperate fully, as and to the extent  reasonably  requested by the other party,
in connection  with the filing of Tax Returns  pursuant to this Section 6.10 and
any  audit,  litigation,  or  other  proceeding  with  respect  to  Taxes.  Such
cooperation shall include the retention and (upon the other party's request) the
provision of records and information  which are reasonably  relevant to any such
audit,  litigation,  or other  proceeding  and making  employees  available on a
mutually  convenient basis to provide additional  information and explanation of
any material  provided  hereunder.  Buyer and the General  Partner  agree (A) to
retain all books and  records  with  respect  to Tax  matters  pertinent  to the
FrontierVision  Companies  relating to any taxable period  beginning  before the
Closing Date until the  expiration  of the statute of  limitations  (and, to the
extent notified by Buyer or the General Partner,  any extensions thereof) of the
respective  taxable  periods,  and to abide by all record  retention  agreements
entered  into  with  any  taxing  authority,  and (B) to give  the  other  party
reasonable  written notice prior to  transferring,  destroying or discarding any
such books and records and, if the other party so requests, Buyer or the General
Partner,  as the case may be, shall allow the other party to take  possession of
such books and  records  to the extent  they would  otherwise  be  destroyed  or
discarded.

                           (2)      Buyer and the General Partner further agree,
upon request,  to use commercially  reasonable efforts to obtain any certificate
or other document from any Governmental  Authority or any other Person as may be
necessary  to  mitigate,  reduce  or  eliminate  any Tax that  could be  imposed
(including Taxes with respect to the transactions contemplated hereby).

                  (d) Tax  Sharing  Agreements.  All tax sharing  agreements  or
similar  agreements  with respect to or involving the  FrontierVision  Companies
shall be  terminated  as of the Closing Date and,  after the Closing  Date,  the
FrontierVision  Companies  shall  not be bound  thereby  or have  any  liability
thereunder.

                  (e) Certain  Taxes.  All transfer,  documentary,  sales,  use,
stamp,  registration  and other such Taxes and fees (including any penalties and
interest)  incurred in connection with this Agreement shall be borne one-half by
Buyer and one-half by Sellers.  Buyer and the General  Partner will cooperate in
all reasonable  respects to prepare and file all necessary Tax Returns and other
documentation with respect to all such transfer, documentary, sales, use, stamp,
registration and other Taxes and fees.

         6.11     FrontierVision Name.

         Buyer  agrees that the General  Partner  shall  retain the right to the
name "FrontierVision" after the Closing and agrees to change the name of each of
the  FrontierVision  Companies  within one year after the Closing to a name that
does not include any variant of "FrontierVision" and agrees not to

                                                       - 64 -

<PAGE>




otherwise  use the  "FrontierVision"  name or any  variant  thereof  thereafter,
subject to Buyer's indemnification obligations under Section 10.4(c).

         6.12     Releases.

         After the Closing  neither Buyer nor its Affiliates will have any claim
against (except as expressly  provided in Article 10), or be entitled to enforce
any  provision  of the existing  partnership  agreement of FVP (or either of the
Limited Partnership Interests and Note Purchase Agreements pursuant to which the
Sellers made their  investments in FVP) against,  any Seller or any Affiliate of
any Seller or any  officer or  director  of any Seller or any  Affiliate  of any
Seller,  and any and all such claims (except claims made pursuant to Article 10)
are hereby waived and released.  At the Closing,  subject to Section 6.13,  each
Seller  shall  execute and deliver to Buyer a Seller  Release.  At the  Closing,
subject to Section 6.13,  each Person  designated on Exhibit H shall execute and
deliver to Buyer a Management Release.

         6.13     Directors and Officers Insurance.

         Prior to the Closing FVP will purchase on behalf of the  FrontierVision
Companies  a  General  Partners   Liability/Limited   Partnership  Reimbursement
insurance  policy in scope and  coverage  substantially  similar  to the  policy
quotation received by Buyer from American Dynasty Surplus Line Insurance Company
on February 16, 1999,  covering the officers and directors of the FrontierVision
Companies  and the  members  of FVP's  Advisory  Committee.  The  amount  of any
premiums paid by the  FrontierVision  Companies  prior to the Adjustment Time in
respect  of  such  policy  shall  be  included  as an  Adjustment  Asset  in the
computation of Closing Net Liabilities. Buyer agrees to cause the FrontierVision
Companies  to keep  such  policy in effect  for at least the three  year  period
following the Closing Date.

         6.14     Rate Regulatory Matters.

         The parties acknowledge and agree that notwithstanding anything in this
Agreement  or any other  Transaction  Document to the  contrary  (including  any
representation or warranty made by FVP in Sections  3.11(e),  3.15 or 3.16), any
matter  relating  to, in  connection  with or resulting or arising from any Rate
Regulatory Matter, or any actions taken prior to or after the date hereof by any
FrontierVision  Company to comply with or in a good faith attempt to comply with
any Rate Regulatory  Matter  (including any rate reduction,  refund,  penalty or
similar   action  having  the  effect  of  reducing  the  rates   previously  or
subsequently  paid by  subscribers,  whether  instituted  or  implemented  by or
imposed on any FrontierVision  Company and changes to rate practices  instituted
or  implemented  by or imposed on any  FrontierVision  Company),  shall not: (a)
cause or  constitute,  directly or  indirectly,  a breach by any  FrontierVision
Company or any Seller of any of its  representations,  warranties,  covenants or
agreements  contained in this Agreement or any other  Transaction  Document (and
such  representations,  warranties,  covenants,  and agreements  shall hereby be
deemed to be modified appropriately to reflect and permit

                                                       - 65 -

<PAGE>




the impact  and  existence  of such Rate  Regulatory  Matters  and to permit any
action by any FrontierVision  Company to comply with or attempt in good faith to
comply with such Rate  Regulatory  Matters;  (b) otherwise  cause or constitute,
directly or indirectly, a default or breach by any FrontierVision Company or any
Seller under this Agreement or any other Transaction Document; (c) result in the
failure  of any  condition  precedent  to the  obligations  of Buyer  under this
Agreement  or any other  Transaction  Document;  (d)  otherwise  excuse  Buyer's
performance of its  obligations  under this  Agreement or any other  Transaction
Document;  or (e) except as expressly provided in Section 10.2(c),  give rise to
any claim for  indemnification  or other compensation by Buyer or any adjustment
to the Stock Consideration or Cash Consideration.

         6.15 Distribution by SPCs of Interest in General Partner;  Cancellation
of SPC Notes.

                  (a) Immediately  prior to the Closing,  each of Brown Brothers
Harriman & Co. and Olympus Growth Fund II, L.P.,  both of which are SPC Sellers,
will cause the respective SPC owned by it to distribute, directly or indirectly,
to such SPC Seller the limited partnership  interest in the General Partner held
by  such  SPC  (together  with  all of its  rights  and  obligations  under  the
partnership agreement of the General Partner). Such partnership interests in the
General  Partner are not included in the  Purchased  Interests  and shall not be
sold and transferred to Buyer hereunder.

                  (b) Each SPC Seller  that  holds any SPC Note shall  cause all
such SPC Notes to be canceled  concurrently  with the  Closing.  Buyer shall not
assume any  liability  with respect to any SPC Notes,  and no SPC shall have any
continuing liability after the Closing with respect to any SPC Notes.

         6.16     Cooperation on Buyer SEC Matters.

                  (a)  FVP  shall  cooperate  with  Buyer  and its  counsel  and
accountants in connection  with any filing required to be made by Buyer with the
SEC. FVP shall provide to Buyer such information  relating to the FrontierVision
Companies and their  respective  business and operations as Buyer may reasonably
request. All costs,  expenses and fees incurred in connection with the inclusion
by Buyer of such  information  in any such filing  shall be borne by Buyer,  and
Buyer shall  indemnify  and hold  harmless  FVP and the Sellers  from any Losses
resulting  from the  inclusion  by Buyer  of any  such  information  in any such
filing,  except  Buyer  shall  not have  any  indemnification  liability  to the
FrontierVision  Companies to the extent any Losses arise out of any  information
included by Buyer in reliance  upon and in conformity  with written  information
furnished by the FrontierVision  Companies  expressly for use in connection with
such filings.

                  (b) FVP hereby consents to the inclusion by Buyer of financial
statements of the  FrontierVision  Companies,  if requested to be so included by
Buyer,  in any report  required to be filed by Buyer with the SEC,  the National
Association of Securities Dealers' Automated Quotations ("NASDAQ") System or any
stock  exchange  pursuant  to  applicable  Legal  Requirements,   including  the
Securities  Act and the Exchange  Act. All costs,  expenses and fees incurred in
connection with the

                                                       - 66 -
<PAGE>


inclusion by Buyer of financial  statements of the  FrontierVision  Companies in
any such  report  shall be borne by Buyer,  and Buyer shall  indemnify  and hold
harmless FVP and the Sellers  from any Losses  resulting  from the  inclusion by
Buyer  of  financial  statements  of the  FrontierVision  Companies  in any such
report.  FVP agrees to obtain the consent of the independent  public accountants
of the FrontierVision Companies to the inclusion of such financial statements in
any report so required to be filed by Buyer with the SEC,  NASDAQ  System or any
stock exchange.

         6.17     Stock Consideration Registration Rights Agreement.

                  (a) Simultaneously  with the execution of this Agreement,  and
as a material  inducement to Sellers to enter into this  Agreement,  Buyer shall
execute and  deliver  the Stock  Consideration  Registration  Rights  Agreement,
pursuant to which Buyer will grant Sellers certain rights as provided therein in
respect  of the  shares  of ACC  Class  A  Common  Stock  and  other  securities
constituting  the Stock  Consideration  (such shares and other  securities,  the
"Stock Consideration  Registrable  Securities").  Buyer shall perform all of its
obligations  under the Stock  Consideration  Registration  Rights  Agreement  in
accordance with their terms.

                  (b) Prior to the  Closing  FVP will make a written  request to
the "Minor Holders" under the Stock Consideration  Registration Rights Agreement
with respect to compliance with certain "Sales Notice" procedures, and establish
a  "preferred  broker"  to  facilitate  such  Sales  Notices,  all as more fully
described  in  Paragraph  2(b) of the Stock  Consideration  Registration  Rights
Agreement.  No "Minor Holder" will be liable to Buyer or any other party for any
damages sustained by Buyer or any other party as a result of the failure of such
Minor Holder to make a Sales Notice as requested by FVP.

         6.18     State Cable Systems.

         The FrontierVision Companies acquired certain of the Systems from State
Cable TV Corporation and Better Cable TV Company on October 23, 1998 pursuant to
a purchase and sale  agreement  referred to in Section 3.11 of  FrontierVision's
Disclosure   Schedule   (the   "State   Cable   Acquisition   Agreement").   The
FrontierVision  Companies  have filed,  or intend to file after the execution of
this Agreement, an indemnification claim against the sellers thereunder based on
their breach of certain representations and warranties relating to the bandwidth
capacity of such  Systems.  In  consideration  of the inclusion as an Adjustment
Liability  of item (G) in  Section  2.5(b)(2),  FVP and  Buyer  hereby  agree as
follows:  (1)  Sellers  shall  be  entitled  to the  first  $5,500,000  which is
collected  by or on behalf of the  FrontierVision  Companies,  either  before or
after the Closing hereunder,  in respect of such claim (to the extent it relates
to the plant  miles in respect of which item (G) in Section  2.5(b)(2)  relates)
and Buyer shall be entitled to any amounts  collected  in excess of  $5,500,000;
and (2) if such claim is not finally  resolved  prior to the Closing  hereunder,
Buyer  shall offer to engage the  General  Partner to proceed  with the claim on
behalf of and as the agent of the FrontierVision  Companies,  will cooperate and
cause the FrontierVision  Companies to cooperate with the General Partner in all
reasonable  respects  in  connection  therewith,  and if any  such  amounts  are
collected by or on behalf of

                                                       - 67 -
<PAGE>


the FrontierVision Companies after the Closing hereunder,  Buyer shall cause the
first  $5,500,000  in the  aggregate  of such  monies  (less  any  such  amounts
collected by the  FrontierVision  Companies prior to the Closing) to be remitted
promptly to the General Partner for the benefit of Sellers;  provided,  however,
that (A) the General  Partner shall not be required to accept such engagement or
proceed with such claim and Buyer may  terminate  the  engagement of the General
Partner at any time provided  that Buyer shall still cause the first  $5,500,000
in the  aggregate  of such  monies  (less  any  such  amounts  collected  by the
FrontierVision  Companies  prior to the Closing) to be remitted  promptly to the
General  Partner for the benefit of Sellers  except that out of any monies to be
remitted  to the  General  Partner  pursuant  to this  clause (B) there shall be
deducted Buyer's reasonable  out-of-pocket costs and expenses actually incurred,
if any, in connection with prosecuting such claim after the Closing and provided
further  that if the amount of the monies  collected  after the Closing  exceeds
$5,500,000,  Sellers shall only bear a pro rata portion of Buyer's out-of-pocket
costs and  expenses  based on a  fraction,  the  numerator  of which is equal to
$5,500,000  and the  denominator  of which is equal to the  total  amount of the
monies  collected;  and (B) the General  Partner  shall not waive or settle such
claim  without the prior  written  consent of Buyer (which  consent shall not be
unreasonably  withheld) if the settlement relates to any  indemnification  claim
other than the claim described above in subsection (1) or otherwise  impairs the
rights of the FrontierVision Companies with respect to any other indemnification
claims under the State Cable Acquisition Agreement.

         6.19     Lien Searches.

         FVP shall  deliver to Buyer,  at least two weeks  prior to the  Closing
Date,  an  accurate  list of the  current  address of each  Seller's  respective
principal  place  of  business,  or if such  Seller  has no  principal  place of
business, such Seller's respective residence, and upon delivery of such list FVP
shall be  deemed  to have  represented  and  warranted  to Buyer  that each such
address is the true and correct  address  that it purports to be with respect to
each Seller as of such date.

         6.20     Distant Signals; Copyright Matters.

         Unless   otherwise   restricted  or  prohibited  by  any   Governmental
Authority,  Legal Requirement or Contract, if requested by Buyer, FVP will cause
the  FrontierVision  Companies  to  delete  prior  to the  Closing  any  distant
broadcast  signal the  continued  carriage  of which will in Buyer's  reasonable
judgment  result in a  substantial  increase  to  Buyer's  copyright  liability;
provided, however, that Buyer shall give FVP reasonable advance notice to permit
the FrontierVision Companies to comply with its notice obligations in connection
with a signal deletion and FVP shall have no obligation to cause the deletion of
such signal unless Buyer agrees to reimburse  the Sellers for any  out-of-pocket
costs and  expenses  that may be incurred  by the  FrontierVision  Companies  in
connection  with  deleting  any such  signals  (other  than  nominal  costs  and
expenses).

                                                       - 68 -
<PAGE>



                                    ARTICLE 7

                 CONDITIONS TO OBLIGATIONS OF BUYER AND SELLERS

         7.1      Conditions to Obligations of Buyer.

         All  obligations  of Buyer at the Closing  hereunder are subject to the
fulfillment prior to or at the Closing of each of the following conditions:

                  (a)   Representations   and  Warranties  of  FVP.  As  to  the
representations  and  warranties  of FVP set  forth  in  Article  3,  (1)  those
representations and warranties set forth in Article 3 which are expressly stated
to be made solely as of the date of this  Agreement  or another  specified  date
shall be true and  correct in all  respects  as of such date,  and (2) all other
representations  and  warranties of FVP set forth in Article 3 shall be true and
correct in all  respects  at and as of the time of the Closing as though made at
and as of that time,  except in each case of  clauses  (1) and (2) to the extent
that the  aggregate  effect  of the  inaccuracies  in such  representations  and
warranties as of the  applicable  times does not  constitute a material  adverse
change  in the  business,  financial  condition,  assets or  liabilities  of the
FrontierVision  Companies,  taken as a whole,  when  compared  with the state of
facts that would exist if all such  representations  and warranties were true in
all respects as of the applicable  times,  not giving effect to any inaccuracies
resulting  from any actions  taken in  accordance  with the  provisions  of this
Agreement,  any event that arose in the ordinary course of business, any changes
in economic  conditions that are applicable to the cable industry generally on a
national,  state,  regional or local basis, any changes in conditions (including
Rate Regulatory Matters, and other federal, state or local governmental actions,
legislation or regulations) that are applicable to the cable industry  generally
on a national,  state,  regional or local basis,  or any changes in  competitive
activities.

                  (b)  Representations  and  Warranties  of  Sellers.  As to the
representations  and  warranties  of  Sellers  set forth in Article 4, (1) those
representations and warranties set forth in Article 4 which are expressly stated
to be made solely as of the date of this  Agreement  or another  specified  date
shall be true and  correct in all  respects  as of such date,  and (2) all other
representations  and  warranties of Sellers set forth in Article 4 shall be true
and correct in all  respects at and as of the time of the Closing as though made
at and as of that time, except in each case of clauses (1) and (2) to the extent
that the  aggregate  effect  of the  inaccuracies  in such  representations  and
warranties  as of the  applicable  times  does not  materially  impair  Sellers'
ability  to  perform  their  obligations  under  this  Agreement  and the  other
Transaction Documents to which they are party.

                  (c)  Covenants.  FVP and the Sellers shall have  performed and
complied with all covenants and  agreements  required by this  Agreement  (other
than by Sections 6.4 and 6.7,  which are governed by the  immediately  following
sentence) to be  performed or complied  with by them prior to or at the Closing,
except to the extent that the  aggregate  effect of the failure to so perform or
comply

                                                       - 69 -
<PAGE>


has not had a material  adverse  effect on the  business,  financial  condition,
assets or liabilities of the  FrontierVision  Companies,  taken as a whole.  FVP
shall have  performed and complied  with in all material  respects all covenants
and  agreements  required  by  Sections  6.4,  6.7 and 6.16 to be  performed  or
complied with by it prior to or at the Closing.

                  (d)      Franchise Consents and Franchise Renewals.

                           (1)      A Consent of the Franchising Authority shall
have  been   obtained  for  each   Franchise   designated   in  Section  3.4  of
FrontierVision's  Disclosure  Schedule as a "Material Consent Franchise" and for
each  Designated  Material  Consent  Franchise,  if  any.   Notwithstanding  the
preceding  sentence,  and for purposes of  satisfaction of the condition in this
subsection (1):

                                    (A)     Consent with respect to any Material
Consent  Franchise or any Designated  Material Consent Franchise shall be deemed
obtained on the date the 120-Day  Period expires if such  Franchising  Authority
fails to approve or deny the request for Consent by such date and the failure to
approve  the  request  for  Consent  was not  principally  caused  by any of the
following:  a  non-frivolous  dispute  by the  Franchising  Authority  as to the
FrontierVision   Companies'  (or  any  predecessor's)   noncompliance  with  the
Franchise  (provided  that  FVP has  provided  Buyer  with  evidence  reasonably
satisfactory  to  Buyer   supporting  FVP's  contention  that  such  dispute  is
frivolous);  a non-frivolous  dispute by the Franchising Authority as to Buyer's
qualifications to be the transferee of control of the  FrontierVision  Companies
as the holder of the Franchise in question (provided that FVP has provided Buyer
with evidence reasonably  satisfactory to Buyer supporting FVP's contention that
such dispute is frivolous); or the withholding of consent by FVP or Buyer to any
requirements  that would be imposed by the Franchising  Authority as a condition
to granting such Consent  (although  nothing herein shall be deemed to limit the
provisions of Section 6.4(d)  relating to changes and  conditions  that Buyer is
required  to  accept  and  that  FVP may  accept  on  behalf  of  Buyer  and the
FrontierVision  Companies). The term "120-Day Period" means, with respect to any
Franchise,  the 120 day  period  commencing  on the  date on which  the  Consent
application  on FCC Form 394 (or other  appropriate  form)  required to be filed
with  respect  to such  Franchise  was filed  with the  appropriate  Franchising
Authority,  plus  the  number  of  days,  if any,  that  FVP has  agreed  with a
Franchising  Authority to extend the 120-day  period  provided by Section 617 of
the Cable Act.

                                    (B) Consent with respect to any Material
Consent  Franchise or Designated  Material Consent  Franchise that is not in the
Renewal  Window  shall be deemed  obtained on the  sixtieth  day (subject to the
proviso below) after the date the 120-Day Period expires,  or if the Franchising
Authority  has  affirmatively  denied the request  for  Franchise  Consent,  the
sixtieth day after the date of such denial, if such Franchising  Authority fails
to approve or fails to reverse  its denial of the  request  for  Consent by such
date and the failure to approve or reverse its denial of the request for Consent
was  not  principally  caused  by a  non-frivolous  dispute  by the  Franchising
Authority as to the FrontierVision Companies' (or a predecessor's) noncompliance
with  the  Franchise  (provided  that  FVP  has  provided  Buyer  with  evidence
reasonably satisfactory to Buyer supporting FVP's contention that

                                                       - 70 -
<PAGE>


such dispute is  frivolous);  provided,  however,  that the sixty day  extension
period referred to above shall be reduced by each day that the Franchise Consent
application  was filed after the  forty-fifth  day after the  execution  of this
Agreement  (with respect to  applications  filed pursuant to Section  6.4(a)) or
filed after the tenth day after the date it was determined that such application
was required to be filed (with respect to applications filed pursuant to Section
6.4(b)) if such delay in filing was principally caused by Buyer.

                           (2) The Renewal Franchises shall have been renewed in
accordance with the
provisions of Section 6.4. The condition in this  subsection (2) shall be deemed
satisfied  as to any Renewal  Franchise  (other than the City of Lewiston  (ME),
City of Auborn (ME), and City of Defiance (OH)  Franchises) if such Franchise is
extended on its existing terms to a date that permits either the  FrontierVision
Companies  (prior to the Closing) or Buyer (after the Closing) to file a request
for renewal under Section 626(a) of the Cable Act prior to the expiration of the
statutory time period for making such filing (determined on the basis of the new
expiration date).

                           (3)      A Consent of the Franchising Authority under
the Town of Manchester  (ME),  the Town of Winthrop (ME), the Town of Peru (ME),
the Town of Fairfield  (ME),  the Town of Milo (ME), and the City of Brewer (ME)
Franchises shall have been obtained (with an  acknowledgment by such Franchising
Authority  that  the  FrontierVision  Companies  are not in  default  under  the
Franchise)  or the date by which the  FrontierVision  Companies  are required to
complete any  upgrade/rebuild  requirements  set forth in such Franchises  shall
have been extended at least three years such that the  FrontierVision  Companies
are not in default under the Franchise.

                  (e) FCC Consents.  Consent of the FCC shall have been obtained
with  respect to each CARS  License  listed in Section  3.8 of  FrontierVision's
Disclosure Schedule.

                  (f) Lease  Consents.  Consent of the  lessor  under the office
leases   designated   as   "Material   Consent   Leases"  in   Section   3.4  of
FrontierVision's Disclosure Schedule shall have been obtained.

                  (g)  Hart-Scott-Rodino.  The requisite waiting period, if any,
under the HSR Act shall have expired or been terminated.

                  (h)  Judgment.  There  shall  not be in  effect on the date on
which the  Closing  is to occur  any  judgment,  decree,  or order of a court of
competent  jurisdiction or other prohibition  having the force of law that would
prevent or make  unlawful  the  Closing,  provided  that  Buyer  shall have used
commercially  reasonable  efforts  to  prevent  the entry of any such  judgment,
decree,  order or other  legal  prohibition  and to appeal as  expeditiously  as
possible any such judgment, decree, order or other legal prohibition that may be
entered and shall have otherwise taken commercially  reasonable actions to cause
any such judgment,  decree,  order or other legal  prohibition to cease to be in
effect as expeditiously as possible.

                                                       - 71 -
<PAGE>



                  (i) No Material  Adverse Change.  No event shall have occurred
between December 31, 1998 and the date on which the Closing is to occur that has
had a material adverse effect on the business,  financial  condition,  assets or
liabilities of the FrontierVision Companies, taken as a whole, other than events
or changes disclosed in this Agreement or FrontierVision's  Disclosure Schedule,
or an event  that  arose in the  ordinary  course of  business,  any  changes in
economic  conditions  that are applicable to the cable  industry  generally on a
national,  state,  regional or local basis, any changes in conditions (including
Rate Regulatory Matters, and other federal, state or local governmental actions,
legislation or regulations) that are applicable to the cable industry  generally
on a national,  state,  regional or local basis,  or any changes in  competitive
activities.

                  (j) Lien Searches. FVP shall have delivered to Buyer, at least
two weeks prior to the  Closing  Date,  UCC  financing  statement,  tax lien and
judgment  searches  dated not more than thirty  days prior to the  Closing  Date
(including  copies of documents  listed on each search,  if any) with respect to
each of the Sellers performed by a search firm reasonably  satisfactory to Buyer
in the jurisdiction of each Seller's respective principal place of business,  or
if such  Seller  has no place of  business,  in the  jurisdiction  of his or her
respective  residence  as set forth in the list  delivered  by FVP  pursuant  to
Section 6.19 (except that this condition shall not be deemed  unsatisfied by the
failure to deliver a search at least two weeks prior to the Closing Date if such
search does not  evidence  any  Encumbrance  on the  Purchased  Interests or the
Assets that is not a Permitted  Encumbrance or if any such  Encumbrance  that is
not a Permitted Encumbrance is removed at or prior to the Closing).

                  (k)  Deliveries.  Sellers  shall have made or stand willing to
make all the deliveries to Buyer described in Section 8.2.

         7.2      Conditions to Obligations of Sellers.

         All obligations of each Seller at the Closing  hereunder are subject to
the fulfillment prior to or at the Closing of each of the following conditions:

                  (a) Representations and Warranties.  As to the representations
and  warranties of Buyer set forth in Article 5, (1) those  representations  and
warranties  set forth in Article 5 which are expressly  stated to be made solely
as of the date of this  Agreement  or another  specified  date shall be true and
correct in all respects as of such date, and (2) all other  representations  and
warranties  of Buyer set forth in  Article  5 shall be true and  correct  in all
respects  at and as of the time of the  Closing as though made at and as of that
time,  except  in each  case of  clauses  (1) and  (2) to the  extent  that  the
aggregate effect of the inaccuracies in such  representations  and warranties as
of the  applicable  times does not  constitute a material  adverse change in the
business,   financial  condition,   assets  or  liabilities  of  Buyer  and  its
Subsidiaries, taken as a whole, when compared with the state of facts that would
exist if all such representations and warranties were true in all respects as of
the applicable  times, not giving effect to any inaccuracies  resulting from any
actions taken in accordance with the provisions of this

                                                       - 72 -
<PAGE>


Agreement,  any event that arose in the ordinary course of business, any changes
in economic  conditions that are applicable to the cable industry generally on a
national,  state,  regional or local basis, any changes in conditions (including
Rate Regulatory Matters, and other federal, state or local governmental actions,
legislation or regulations) that are applicable to the cable industry  generally
on a national,  state,  regional or local basis,  or any changes in  competitive
activities.

                  (b) Covenants. Buyer shall have performed and complied with in
all material respects all covenants and agreements required by this Agreement to
be performed or complied with by it prior to or at the Closing.

                  (c)  Hart-Scott-Rodino.  The requisite waiting period, if any,
under the HSR Act shall have expired or been terminated.

                  (d)  Judgment.  There  shall  not be in  effect on the date on
which the  Closing  is to occur  any  judgment,  decree,  or order of a court of
competent  jurisdiction or other prohibition  having the force of law that would
prevent  or make  unlawful  the  Closing,  provided  that FVP  shall  have  used
commercially  reasonable  efforts  to  prevent  the entry of any such  judgment,
decree,  order or other  legal  prohibition  and to appeal as  expeditiously  as
possible any such judgment, decree, order or other legal prohibition that may be
entered and shall have otherwise taken commercially  reasonable actions to cause
any such judgment,  decree,  order or other legal  prohibition to cease to be in
effect as expeditiously as possible.

                  (e) No Material  Adverse Change.  No event shall have occurred
between the date of this Agreement and the date on which the Closing is to occur
that has had a material  adverse  effect on the business,  financial  condition,
assets or liabilities  of Buyer and its  Subsidiaries,  taken as a whole,  other
than an event that arose in the  ordinary  course of  business,  any  changes in
economic  conditions  that are applicable to the cable  industry  generally on a
national,  state,  regional or local basis, any changes in conditions (including
Rate Regulatory Matters, and other federal, state or local governmental actions,
legislation or regulations) that are applicable to the cable industry  generally
on a national,  state,  regional or local basis,  or any changes in  competitive
activities.

                  (f)  Stock  Consideration.  The  shares  of ACC Class A Common
Stock to be paid and  issued to  Sellers  as the  Stock  Consideration  (or,  if
applicable,  all of the securities of any other class or series constituting the
Stock  Consideration):  (1) shall have been duly  authorized and validly issued,
fully paid and  nonassessable,  not subject to, or issued in  violation  of, any
preemptive rights and not issued in violation of any federal or state securities
laws;  (2)  shall  comply  with  the  provisions  of  the  Stock   Consideration
Registration Rights Agreement;  and (3) shall have the same rights and powers as
all other  shares  of ACC Class A Common  Stock  (or,  if any of the  securities
constituting the Stock Consideration are not shares of ACC Class A Stock, as all
other  securities of the same class or series) issued and  outstanding as of the
date of this Agreement.


                                                       - 73 -
<PAGE>


                  (g) Stock  Consideration  Registration  Rights Agreement.  The
Stock  Consideration  Registration  Rights  Agreement shall be in full force and
effect in  accordance  with its terms and Buyer shall have  performed all of its
obligations therein in accordance with their terms. An appropriate  registration
statement   covering  the  registration  of  all  of  the  Stock   Consideration
Registrable  Securities shall have been declared  effective under the Securities
Act in accordance  with the provisions of the Stock  Consideration  Registration
Rights  Agreement (and such  registration  statement shall not be subject to any
stop order or proceeding seeking a stop order).  All of the Stock  Consideration
Registrable Securities shall be listed on the NASDAQ National Market System, New
York Stock  Exchange or American  Stock Exchange or other major market system or
exchange reasonably acceptable to Sellers.

                  (h) Deliveries. Buyer shall have made or stand willing to make
all the deliveries described in Section 8.3.

                                    ARTICLE 8

                         CLOSING AND CLOSING DELIVERIES

         8.1      Closing.

                  (a)      Closing Date.

                           (1)      Subject to satisfaction or, to the extent
permitted by law, waiver, of the closing conditions  described in Article 7, and
subject to Sections 8.1(a)(2),  8.1(a)(3) and 8.1(a)(4),  the Closing shall take
place on the tenth  business day after FVP or Buyer  provides  written notice to
the other  party after  satisfaction  or waiver of the  conditions  set forth in
Sections  7.1(d),  (e), (f) and (g) and Section  7.2(c)  (provided  that without
Buyer's  consent,  the Closing Date shall not be earlier than the earlier of the
date on which all  Franchise  Consents  are  obtained and the date that is sixty
days after the date on which the 120-Day  Period has expired for each  Franchise
in  respect  of which a  Franchise  Consent  application  was  filed;  provided,
however,  that the sixty day extension period referred to above shall be reduced
by each  day  that  the  Franchise  Consent  application  was  filed  after  the
forty-fifth  day  after  the  execution  of  this  Agreement  (with  respect  to
applications  filed  pursuant  to Section  6.4(a)) or filed  after the tenth day
after the date it was determined that such  application was required to be filed
(with respect to applications filed pursuant to Section 6.4(b)) if such delay in
filing was principally caused by Buyer));  and provided further that without the
consent of both FVP and Buyer the  Closing  Date  shall not be earlier  than the
tenth business day after FVP or Buyer provides written notice to the other party
that the Closing is permitted  to take place in  accordance  with the  preceding
provisions of this Section  8.1(a)(1)),  or on such earlier or later date as FVP
and Buyer shall  mutually  agree.  If such tenth business day (or any other date
for the  Closing  agreed  to by FVP and  Buyer)  would  extend  the date for the
Closing beyond the Upset Date, the Upset Date shall be extended to the day after
such tenth business day or other date agreed to for the Closing, as applicable.


                                                       - 74 -
<PAGE>


                           (2) If on the date on which the Closing would
otherwise  be required to take place  pursuant to Section  8.1(a)(1),  (A) there
shall be in  effect  any  judgment,  decree,  or  order of a court of  competent
jurisdiction  that would prevent or make unlawful the Closing,  or (B) any other
circumstance beyond the reasonable control of FVP or Sellers or Buyer (but which
shall  not in any  event  include  any  matters  relating  to  financing  of the
transactions  contemplated hereby) shall exist that would prevent the Closing or
the  satisfaction  of any of the conditions  precedent to any party set forth in
Article 7, then  either FVP or Buyer may, at its  option,  postpone  the date on
which the Closing is required to take place until the tenth  business  day after
either party provides  written notice to the other party, as soon as practicable
after such conditions are satisfied,  such judgment,  decree, or order ceases to
be in effect, or such other  circumstance  ceases to exist;  provided,  however,
that a party's postponement of the date on which the Closing is required to take
place  shall not  restrict  the  exercise  by FVP or Buyer of its  rights  under
Section 9.2 or 9.3, as applicable.

                           (3) If on the date on which the Closing would
otherwise be required to take place  pursuant to Section  8.1(a)(1),  the Credit
Agreement Consent has not been obtained, then Buyer may, at its option, postpone
the date on which the Closing is required to take place until such date,  but in
no event later than June 30,  1999,  to be set by Buyer on at least ten business
days' written notice to FVP.

                           (4) If on the date on which the Closing would
otherwise be required to take place  pursuant to the  foregoing  subsections  of
this Section 8.1(a), the conditions set forth in Sections 7.2(f) or (g) have not
been satisfied, then either FVP or Buyer may, at its option (but it shall not be
compelled to do so),  postpone the date on which the Closing is required to take
place until such date,  but in no event later than the Upset Date,  to be set by
either party on at least ten business  days' written  notice to the other party,
as soon as practicable after such conditions are satisfied;  provided,  however,
that a party's postponement of the date on which the Closing is required to take
place  shall not  restrict  the  exercise  by FVP or Buyer of its  rights  under
Section  9.2 or  9.3,  as  applicable;  and  provided,  further,  that  if  such
conditions  set forth in Sections  7.2(f) and (g) have not been satisfied in any
event by the Upset Date,  Buyer shall be deemed to have willfully  breached this
Agreement  with the  attendant  consequences  set forth in Sections 2.4 and 9.4;
provided,  further,  however,  that Buyer may on the Upset Date, but only on the
Upset Date, satisfy the conditions set forth in Sections 7.2(g) and (h) by being
ready,  able,  and  willing to deliver on the Upset  Date,  in lieu of the Stock
Consideration Registrable Securities, additional cash consideration in an amount
equal to the aggregate fair market value of the Stock Consideration  Registrable
Securities  (computed on the basis of the Weighted  Average Trading Price of the
ACC Class A Common Stock or other security  constituting the Stock Consideration
for the ten trading day period beginning on the thirteenth  trading day prior to
the Upset Date.

                  (b) Closing Place. The Closing shall be held at the offices of
Dow,  Lohnes & Albertson,  PLLC,  1200 New Hampshire  Avenue,  N.W.,  Suite 800,
Washington,  D.C.  20036,  or any  other  place or time as FVP and  Buyer  shall
mutually agree.


                                                       - 75 -
<PAGE>


         8.2      Deliveries by Sellers.

         Prior  to or at the  Closing,  Sellers  shall  deliver  or  cause to be
delivered to Buyer the following:

                  (a) Purchased Interests. An assignment agreement providing for
the  assignment  of the  Purchased  Interests  to  Buyer,  in a form  reasonably
satisfactory to Buyer, together with any notes or certificates  representing the
Purchased Interests, duly endorsed for transfer.

                  (b) Officer's  Certificate  of FVP. A certificate  executed by
FVP,  dated as of the  Closing  Date,  certifying  that the  closing  conditions
specified in Sections  7.1(a) and (c) have been  satisfied as to FVP,  except as
disclosed in said certificate.

                  (c) Secretary's  Certificate.  A certificate  executed by FVP,
dated as of the Closing Date, (1) certifying that the  resolutions,  as attached
to said  certificate,  were  duly  adopted  by the  Advisory  Committee  of FVP,
authorizing  and approving the execution by FVP of this  Agreement and the other
Transaction  Documents  to  which  FVP is a party  and the  consummation  of the
transactions contemplated hereby and thereby and that such resolutions remain in
full force and effect; (2) certifying that the resolutions,  as attached to said
certificate, were duly adopted by the Board of Directors of FrontierVision Inc.,
authorizing  and approving the execution by FVP and the General  Partner of this
Agreement and the other Transaction  Documents to which they are a party and the
consummation of the transactions  contemplated  hereby and thereby and that such
resolutions remain in full force and effect;  and (3) providing,  as attachments
thereto,   Certificates  of  Good  Standing  for  FVP  and  each  of  the  other
FrontierVision Companies certified by an appropriate state official of the State
of their  organization,  all certified by such state  officials as of a date not
more than fifteen days before the Closing Date.

                  (d) Consents.  Copies of Consents  which have been obtained by
FVP or Sellers prior to the Closing.

                  (e)  Corporate,  Financial,  and Tax  Records.  All  corporate
records (including minute books and stock books and registers) and financial and
tax records of each of the FrontierVision  Companies that are not located at one
of the offices or sites included in the Real Property.

                  (f)      Post-Closing Escrow Agreement.  The Post-Closing
Escrow Agreement, duly executed by each Seller and the Escrow Agent.

                  (g) Noncompetition  Agreement. The Noncompetition  Agreements,
duly executed by each Person designated on Exhibit A.

                  (h) Opinion of Counsel. An opinion of Dow, Lohnes & Albertson,
PLLC, counsel to FVP, dated as of the Closing Date, substantially in the form of
Exhibit C hereto.

                                                       - 76 -
<PAGE>



                  (i) Seller Releases.  A Seller Release,  duly executed by each
Seller.

                  (j) Management Releases.  A Management Release,  duly executed
by each Person designated on Exhibit H.

         8.3      Deliveries by Buyer.

         Prior  to or at  the  Closing,  Buyer  shall  deliver  to  Sellers  the
following:

                  (a)      Purchase Consideration.

                           (1)      An assumption agreement providing for the
assumption  by  Buyer  of  the  Assumed   Liabilities,   in  a  form  reasonably
satisfactory to Sellers.

                           (2)      The Closing Cash Payment as follows: (A)
$5,000,000  will be paid to the Escrow  Agent for  deposit  in the  Post-Closing
Adjustments  Escrow  pursuant  to Section  2.7;  (B) any amount  required  to be
deposited in the Post-Closing Adjustments Escrow pursuant to Section 2.6 will be
paid  to the  Escrow  Agent;  (C)  any  amount  required  to be  deposited  in a
Post-Closing  Section  2.8 Escrow  pursuant  to Section  2.8 will be paid to the
Escrow  Agent;  (D) any amount  required  to be  deposited  in the  Post-Closing
Section 2.9 Escrow pursuant to Section 2.9 will be paid to the Escrow Agent; and
(E) the balance of the  Closing  Cash  Payment  will be paid by wire or accounts
transfer of immediately  available  funds to one or more accounts  designated by
Sellers by written notice to Buyer not less than two days prior to the Closing.

                           (3) The Stock Consideration as follows: (A) stock
certificates  representing  1,000,000  shares of ACC Class A Common Stock in the
aggregate  will be issued  and  registered  in the name of  Seller  or  Sellers'
designees  as directed  by the Sellers by written  notice to Buyer not less than
two days prior to the Closing and transferred to the Escrow Agent for deposit in
the  Post-Closing  Indemnity  Escrow  pursuant  to Section  10.3,  and (B) stock
certificates  representing the portion of the Stock  Consideration  which is not
transferred  to the Escrow  Agent will be issued and  registered  in the name of
Seller or Sellers'  designees  as  directed by the Sellers by written  notice to
Buyer not less than two days prior to the  Closing and  delivered  to Sellers or
Sellers' designees;  or, if Buyer delivers cash pursuant to Section 8.1(a)(4) in
lieu of the Stock Consideration  Registrable Securities,  (A) an amount equal to
the aggregate fair market value of 1,000,000  shares of ACC Class A Common Stock
(computed on the basis of the Weighted  Average Trading Price of the ACC Class A
Common Stock for the ten trading day period beginning on the thirteenth  trading
day prior to the  Closing  Date) will be  transferred  to the  Escrow  Agent for
deposit in the  Post-Closing  Indemnity Escrow pursuant to Section 10.3, and (B)
the portion of the Stock  Consideration  which is not  transferred to the Escrow
Agent will be paid by wire or accounts  transfer of immediately  available funds
to one or more  accounts  designated  by Sellers by written  notice to Buyer not
less than two days prior to the Closing.

                                                       - 77 -
<PAGE>



                  (b) Officer's  Certificate.  A certificate  executed by Buyer,
dated as of the Closing Date,  certifying that the closing conditions  specified
in Sections  7.2(a) and (b) have been  satisfied,  except as  disclosed  in said
certificate.

                  (c) Secretary's Certificate.  A certificate executed by Buyer,
dated as of the Closing Date, (1) certifying that the  resolutions,  as attached
to said  certificate,  were duly  adopted  by the Board of  Directors  of Buyer,
authorizing and approving the execution by Buyer of this Agreement and the other
Transaction  Documents  to which  Buyer is a party and the  consummation  of the
transactions contemplated hereby and thereby and that such resolutions remain in
full force and effect; and (2) providing,  as attachments thereto, a Certificate
of Good Standing for Buyer  certified by an  appropriate  state  official of the
State of Delaware,  certified by such state  official as of a date not more than
fifteen days before the Closing Date.

                  (d)      Post-Closing Escrow Agreement.  The Post-Closing
Escrow Agreement, duly executed by Buyer and the Escrow Agent.

                  (e)  Opinion  of  Counsel.   Opinions  of  Buchanan  Ingersoll
Professional  Corporation,  counsel  to  Buyer,  dated as of the  Closing  Date,
substantially in the form of Exhibit D hereto.

                                    ARTICLE 9

                                   TERMINATION

         9.1      Termination by Agreement.

         This  Agreement  may be  terminated at any time prior to the Closing by
agreement between FVP and Buyer.

         9.2      Termination by FVP.

         This  Agreement  may be  terminated at any time prior to the Closing by
FVP and the purchase and sale of the Purchased Interests abandoned, upon written
notice to Buyer, upon the occurrence of any of the following:

                  (a)  Conditions.  If on any date determined for the Closing in
accordance  with Section 8.1 if each condition set forth in Section 7.1 has been
satisfied  (or will be satisfied by the delivery of documents at the Closing) or
waived in writing on such date and either a  condition  set forth in Section 7.2
has not been satisfied (or will not be satisfied by the delivery of documents at
the Closing) or waived in writing on such date or Buyer has nonetheless  refused
to consummate the Closing.  Notwithstanding  the foregoing,  FVP may not rely on
the failure of any condition set forth in Section

                                                       - 78 -
<PAGE>


7.2 to be  satisfied  if such  failure  was  principally  caused by FVP's or any
Seller's  failure to act in good faith or a breach of or failure to perform  any
of its representations, warranties, covenants or other obligations in accordance
with the terms of this Agreement.

                  (b) Upset Date.  If the Closing  shall not have occurred on or
prior to the  Upset  Date,  unless  the  failure  of the  Closing  to occur  was
principally  caused by FVP's or any  Seller's  failure to act in good faith or a
breach  of or  failure  to  perform  any  of  its  representations,  warranties,
covenants or other  obligations in accordance  with the terms of this Agreement;
provided  that (1) if on the Upset  Date the  Closing  has not  occurred  solely
because any notice period  required by Section 8.1(a) has not lapsed,  the Upset
Date shall be  extended  to a date that is one  business  day after the lapse of
such period; and (2) if FVP is required to file a Franchise Consent  application
pursuant to Section 6.4(b), then FVP may extend the Upset Date from time to time
at its sole option by notice to Buyer to a date that is one  business  day after
the later of (A) the date  that is 210 days  after  the last  Franchise  Consent
application  was filed pursuant to Section 6.4(b) and (B) 90 days after the last
affirmative  denial by a Franchising  Authority of a request for such  Franchise
Consent.

         9.3      Termination by Buyer.

         This  Agreement  may be  terminated at any time prior to the Closing by
Buyer and the  purchase  and sale of the  Purchased  Interests  abandoned,  upon
written notice to FVP, upon the occurrence of any of the following:

                  (a)  Conditions.  If on any date determined for the Closing in
accordance  with Section 8.1 if each condition set forth in Section 7.2 has been
satisfied  (or will be satisfied by the delivery of documents at the Closing) or
waived in writing on such date and either a  condition  set forth in Section 7.1
has not been satisfied (or will not be satisfied by the delivery of documents at
the  Closing)  or waived in  writing on such date or  Sellers  have  nonetheless
refused to consummate the Closing.  Notwithstanding the foregoing, Buyer may not
rely on the failure of any condition set forth in Section 7.1 to be satisfied if
such failure was principally caused by Buyer's failure to act in good faith or a
breach  of or  failure  to  perform  any  of  its  representations,  warranties,
covenants or other obligations in accordance with the terms of this Agreement.

                  (b) Upset Date.  If the Closing  shall not have occurred on or
prior to the  Upset  Date,  unless  the  failure  of the  Closing  to occur  was
principally  caused by  Buyer's  failure  to act in good faith or a breach of or
failure to perform any of its  representations,  warranties,  covenants or other
obligations in accordance with the terms of this Agreement or failure to satisfy
the conditions set forth in Sections 7.2(f) or (g);  provided that (1) if on the
Upset Date the  Closing  has not  occurred  solely  because  any  notice  period
required by Section 8.1(a) has not lapsed, the Upset Date shall be extended to a
date that is one business day after the lapse of such period;  and (2) if FVP is
required to file a Franchise  Consent  application  pursuant to Section  6.4(b),
then FVP may  extend  the Upset  Date  from  time to time at its sole  option by
notice  to Buyer to a date that is one  business  day after the later of (A) the
date that is 210 days

                                                       - 79 -
<PAGE>


after the last  Franchise  Consent  application  was filed  pursuant  to Section
6.4(b)  and (B) 90 days  after  the last  affirmative  denial  by a  Franchising
Authority of a request for such Franchise Consent.

         9.4      Effect of Termination.

         If this  Agreement  is  terminated  as provided in this Article 9, then
this  Agreement  will  forthwith  become  null  and void  and  there  will be no
liability  on the part of any  party to any other  party or any other  Person in
respect thereof, provided that:

                  (a)  Surviving  Obligations.  The  obligations  of the parties
described  in  Sections  6.2,  9.4 and 11.1  (and all other  provisions  of this
Agreement relating to expenses) will survive any such termination.  In addition,
if FVP is entitled to receive the Deposit  Escrow  Property in  accordance  with
Section  2.4,  all of Buyer's  obligations  with  respect to the Deposit  Escrow
Property, including its obligations under the Deposit Escrow Agreement and under
the Deposit Registration Rights Agreement will survive any such termination.

                  (b) Withdrawal of Applications.  All filings, applications and
other submissions  relating to the transfer of the Purchased Interests shall, to
the extent  practicable,  be withdrawn from the Governmental  Authority or other
Person to whom made.

                  (c) Willful Breach by Buyer. No such  termination will relieve
Buyer from  liability  for a willful  breach of this  Agreement  (which shall be
deemed to  include  without  limitation  any  failure  by Buyer to  satisfy  the
conditions set forth in Sections  7.2(f) or (g) by the date on which the Closing
would  otherwise be required to take place  pursuant to Section 8.1,  subject to
the provisions of Section 8.1(a)(4),  or in any event by the Upset Date), and in
such  event the  Deposit  Escrow  Property  shall be  released  from  escrow and
delivered to FVP. Subject to Buyer's continuing obligations described in Section
9.4(a),  the delivery of the Deposit  Escrow  Property to Sellers in  compliance
with the  provisions of Section 2.4 shall be liquidated  damages and  constitute
full  payment  and the  exclusive  remedy for any  damages  suffered  by FVP and
Sellers by reason of Buyer's breach of this Agreement  prior to the Closing.  If
the Deposit Escrow  Property is not delivered to Sellers in compliance  with the
provisions  of Section 2.4,  FVP and Sellers  shall have all rights and remedies
available at law or equity to enforce the provisions of Section 2.4.

                  (d) Willful Breach by FVP or Sellers. No such termination will
relieve FVP from liability for its willful breach of this Agreement, and in such
event  Buyer  shall  have all rights and  remedies  available  at law or equity,
including the remedy of specific  performance  against FVP. No such  termination
will relieve any Seller from liability for its willful breach of this Agreement,
and in such event Buyer shall have all rights and  remedies  available at law or
equity,  including  the remedy of specific  performance  against such  breaching
Seller.


                                                       - 80 -
<PAGE>


                  (e) No Recourse.  Anything in this Agreement or applicable law
to the contrary  notwithstanding,  in the event this  Agreement is terminated as
provided in this Article 9, Buyer will have no claim or recourse  against any of
FVP's, the General Partner's,  or any Seller's respective  officers,  directors,
shareholders,   partners,   employees,  agents  or  Affiliates  (excluding  from
"Affiliates"  for this purpose FVP,  the General  Partner and the other  Sellers
themselves) as a result of the breach of any representation,  warranty, covenant
or agreement of FVP or any Seller contained  herein or otherwise  arising out of
or in connection  with the  transactions  contemplated  by this Agreement or the
business or operations of the FrontierVision  Companies prior to the Closing, it
being understood that FVP shall have no liability for any breach by a Seller and
no Seller will have any liability for any breach by FVP or another Seller.

         9.5      Attorneys' Fees.

         Notwithstanding  any  provision  in this  Agreement  that may  limit or
qualify a party's remedies,  in the event of a default by any party that results
in a lawsuit or other  proceeding for any remedy available under this Agreement,
the  prevailing  party shall be entitled to  reimbursement  from the  defaulting
party  of  its  reasonable  legal  fees  and  expenses   (whether   incurred  in
arbitration, at trial, or on appeal).

                                   ARTICLE 10

                  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                        INDEMNIFICATION; CERTAIN REMEDIES

         10.1     Survival.

         All  representations,  warranties  and  covenants set forth herein will
survive  the  Closing,  provided  that  all  claims  made  in  respect  of  such
representations,  warranties  and  covenants  will be subject to any  applicable
limitations set forth in this Article 10.

         10.2     Indemnification by Sellers.

         After the  Closing,  but subject to Section  10.5,  each Seller  hereby
agrees to  indemnify  and hold Buyer  harmless  against and with respect to, and
shall reimburse Buyer for:

                  (a)  any  and   all   Losses   resulting   from   any   untrue
representation  or  breach  of  warranty  by FVP or  the  nonfulfillment  of any
covenant to be performed by FVP prior to the Closing contained in this Agreement
or any other Transaction Document to which FVP is a party;


                                                       - 81 -
<PAGE>


                  (b)  any  and   all   Losses   resulting   from   any   untrue
representation or breach of warranty by such Seller or the nonfulfillment of any
covenant by such Seller  contained in this  Agreement  or any other  Transaction
Document to which such Seller is a party; and

                  (c)  any  rate  refund   liability   imposed  on  any  of  the
FrontierVision Companies for any period ending prior to the Adjustment Time by a
final  order or decision  issued by a  Governmental  Authority  (but only to the
extent of the  out-of-pocket  costs  payable  in  respect  thereof  and it being
understood and agreed that any claim for  indemnification in respect of any rate
refund liability may be made only pursuant to this Section 10.2(c) and not under
any other  provision of this Section 10.2);  provided,  however,  that Buyer may
make a claim  pursuant to this  Section  10.2(c) upon the issuance of an initial
adverse order or decision by a Governmental Authority with respect to one of the
FrontierVision Companies for any period ending prior to the Adjustment Time that
could  result in an  obligation  of the  Sellers to  indemnify  Buyer under this
Section  10.2(c) in order to preserve  its rights  under this Article 10 pending
appeal or other final resolution of such order or decision.

                  (d) any and all Losses resulting from the matters disclosed in
Sections  3.14 and 3.15 of  FrontierVision's  Disclosure  Schedule  (other  than
matters relating to Rate Regulatory Matters, including,  without limitation, the
matters  disclosed  in items 1 and 2 of said  Section  3.15) and the tax  audits
disclosed in Section 3.12 of FrontierVision's Disclosure Schedule.

                  (e) any and all Losses resulting from any pole attachment fees
payable with respect to the  operation  by the  FrontierVision  Companies of the
Systems for any period ending prior to the Adjustment Time.

                  (f) any and all Losses  resulting from the matter disclosed in
Item A.4 of Section 3.6 of  FrontierVision's  Disclosure  Schedule relating to a
dispute between the FrontierVision Companies and CSG.

                  (g) any and all Losses resulting from amounts that are payable
by the FrontierVision Companies to the other parties under the purchase and sale
agreements referred to in Section 3.11(i).

         10.3     Post-Closing Escrow Agreement.

         FVP and Buyer have agreed on and  delivered  to the Escrow Agent a form
of Post-Closing Escrow Agreement in the form of Exhibit B hereto.  Following the
execution of this  Agreement FVP and Buyer will cooperate in good faith with the
Escrow Agent (or another  Person who FVP and Buyer  mutually  select to serve as
the escrow  agent  thereunder)  to agree  with the  Escrow  Agent (or such other
Person) on the final form of the Post-Closing  Escrow  Agreement  including such
changes to the form attached as Exhibit B as are requested or recommended by the
Escrow Agent and are mutually  acceptable to FVP and Buyer (such  acceptance not
to be unreasonably  withheld by FVP and Buyer). FVP and Buyer agree to take such
additional actions and enter into appropriate amendments to the

                                                       - 82 -
<PAGE>


Transaction  Documents as may  reasonably be necessary to reflect the final form
of  Post-Closing  Escrow  Agreement.  Subject to the foregoing,  at the Closing,
Buyer,  Sellers and the Escrow  Agent  shall  execute  the  Post-Closing  Escrow
Agreement,  in  accordance  with which,  on the Closing Date, in addition to the
deposit  contemplated by Section 2.7 and in addition to any deposit  required by
Sections  2.6, 2.8 or 2.9,  Buyer will deposit  1,000,000  shares of ACC Class A
Common  Stock with the  Escrow  Agent on behalf of Sellers in order to provide a
fund for, and the exclusive  source for, the payment of any  indemnification  to
which Buyer is entitled  under this Article 10 (such escrow,  the  "Post-Closing
Indemnity Escrow"). The Post-Closing Indemnity Escrow will be administered,  and
the  Post-Closing  Indemnity  Property  (as  defined  below)  will be  held  and
disbursed,  in  accordance  with  the  provisions  of  this  Article  10 and the
Post-Closing  Escrow  Agreement.  The "Post-Closing  Indemnity  Property" means,
collectively,  the 1,000,000  shares of ACC Class A Common Stock  deposited with
the Escrow  Agent  pursuant to this  Section  10.3,  together  with the kind and
amounts of  securities,  cash and other property that Sellers would have held or
been entitled to receive as of the date the Post-Closing  Indemnity  Property is
released in  accordance  with this  Agreement  (whether  resulting  from a stock
split,  subdivision,  combination or reclassification of the outstanding capital
stock  of  Buyer,  or in  redemption  thereof,  or as a  result  of any  merger,
consolidation,  acquisition  or other exchange of assets to which Buyer may be a
party or otherwise)  had Sellers held such shares of ACC Class A Common Stock as
of the Closing Date and retained such shares, and all securities, cash and other
property  distributed or issued with respect to or in  substitution  or exchange
therefor,  during the period from the Closing Date through (and  including)  the
date the Post-Closing  Indemnity Property is released.  Subject to the terms and
conditions  contained  in  the  Post-Closing  Escrow  Agreement  and  the  Stock
Consideration  Registration Rights Agreement, the Sellers will have the right to
cause the shares of ACC Class A Common  Stock or other  securities  constituting
the Post-Closing  Indemnity  Property to be sold and converted to cash from time
to time. If Buyer  delivers  cash  pursuant to Section  8.1(a)(4) in lieu of the
Stock  Consideration  Registrable  Securities,  Buyer will  deposit  cash in the
amount  determined  pursuant  to the  second  part of Section  8.3(a)(3)  in the
Post-Closing  Indemnity Escrow and the term  "Post-Closing  Indemnity  Property"
shall mean such deposit plus any earnings thereon.

         10.4     Indemnification by Buyer.

         After the Closing,  but subject to Section 10.5, Buyer hereby agrees to
indemnify  and hold  Sellers  harmless  against  and with  respect to, and shall
reimburse Sellers for:

                  (a)  any  and   all   Losses   resulting   from   any   untrue
representation,  breach of warranty,  or nonfulfillment of any covenant by Buyer
contained in this Agreement or any other Transaction  Document to which Buyer is
a party;

                  (b)  any  and all  Losses  resulting  from  any  liability  or
obligation of the FrontierVision  Companies arising from or related to any event
occurring after the Closing Date, and any Assumed  Liabilities and any liability
or obligation that was reflected as an Adjustment Liability in computing Closing
Net Liabilities under Article 2;

                                                       - 83 -
<PAGE>



                  (c) any and all Losses  arising as a result of the  occurrence
of the Closing without the receipt of any Consent (including any Consent under a
Franchise,   but  excluding  any  Consent  that  was  not  either  disclosed  in
FrontierVision's  Disclosure  Schedule or determined to require Consent pursuant
to Section  6.4(b) or requested  prior to the Closing),  waiver of a Franchising
Authority's  right  of  first  refusal  under a  Franchise,  or  renewal  of any
Franchise; and

                  (d)  any  and  all  Losses  resulting  from  the  use  of  the
"FrontierVision"  name or any  variant  thereof by Buyer  and/or its  Affiliates
and/or the FrontierVision Companies from and after the Closing.

         10.5     Certain Limitations on Indemnification Obligations.

         Notwithstanding anything in this Agreement to the contrary:

                  (a) No Seller will be required to  indemnify  or  otherwise be
liable to Buyer for any matter  described  in Section  10.2 unless and until the
aggregate  amount of all Losses of Buyer  arising  therefrom  for which  Sellers
would have  indemnification  liability  to Buyer but for this  Section  10.5(a),
exceeds  $1,000,000,  in which event Sellers will be liable for all such Losses;
provided,  however,  that this  Section  10.5(a)  shall not apply to any  amount
payable to Buyer pursuant to Section 2.7 or Section 2.9 or Section  10.2(c) (but
only in  respect of a claim that  Buyer  could have made under  Section  10.2(c)
immediately  after the Closing) or Section  10.2(d) or Section 10.2(e) (but only
in  respect  of a claim  that  Buyer  could  have  made  under  Section  10.2(e)
immediately  after the Closing) or Section  10.2(f) or Section  10.2(g),  but no
amounts paid to Buyer  pursuant to the sections  referred to in this proviso (as
limited in this proviso)  shall be treated as Losses for purposes of determining
when Buyer's Losses exceed $1,000,000.

                  (b) No Seller will be required to  indemnify  or  otherwise be
liable to Buyer with  respect to any Losses  arising  under  Section 10.2 unless
Buyer gives  Sellers  written  notice of a claim  pursuant to Section 10.2 on or
prior to the date that is eighteen months after the Closing Date; provided that,
the Post-Closing Indemnity Property shall be released to Sellers as follows:

                           (1)      On the first business day following the date
that is six months after the Closing Date (the "Initial Release Date"):

                                    (A)     if on the Initial Release Date the
Post-Closing  Indemnity Property consists solely of shares of ACC Class A Common
Stock or other Stock Consideration  Registrable  Securities,  then the number of
shares  of ACC Class A Common  Stock or other  Stock  Consideration  Registrable
Securities  equal to one-half of the total number of such shares  deposited into
the Post-Closing  Indemnity Escrow on the Closing Date, less the total number of
shares that were  previously  paid out to Buyer in respect of  claim(s)  made by
Buyer pursuant to this Article 10 or Article 2, and less

                                                       - 84 -
<PAGE>


the number of shares the fair market value of which equals the aggregate  dollar
value of all bona fide  claims  made by Buyer  pursuant  to this  Article  10 or
Article 2 that remain outstanding on the Initial Release Date, shall be released
from escrow and paid over to Sellers  (the number of shares to be  appropriately
adjusted to give effect to any stock split, combination or similar event);

                                    (B)      if on the Initial Release Date the
Post-Closing Indemnity Property consists solely of cash funds, then an amount in
cash equal to one-half of the total amount of cash funds that would have been in
the Post-Closing Indemnity Escrow on the Initial Release Date if no payments had
been made to Buyer out of the Post-Closing  Indemnity Escrow during such period,
less the dollar  value of all  payments  (whether in the form of shares or cash)
that were  previously  paid out to Buyer in  respect of  claim(s)  made by Buyer
pursuant to this Article 10 or Article 2, and less the aggregate dollar value of
all bona fide claims made by Buyer pursuant to this Article 10 or Article 2 that
remain  outstanding on the Initial  Release Date,  shall be released from escrow
and paid over to Sellers;

                                    (C)     if on the Initial Release Date the
Post-Closing  Indemnity Property consists partly of shares of ACC Class A Common
Stock or other Stock  Consideration  Registrable  Securities  and partly of cash
funds,  then the  number of shares  of ACC Class A Common  Stock or other  Stock
Consideration  Registrable Securities equal to one-half the total number of such
shares that would have been in the Post-Closing  Indemnity Escrow on the Initial
Release  Date if no  payments  in the form of such shares had been made to Buyer
out of the  Post-Closing  Indemnity  Escrow  during such period,  less the total
number of shares  that were paid out to Buyer in  respect  of  claim(s)  made by
Buyer  pursuant  to this  Article 10 or Article 2, and less the number of shares
the fair market  value of which  equals the  aggregate  dollar value of all bona
fide claims made by Buyer  pursuant to this  Article 10 or Article 2 that remain
outstanding on the Initial  Release Date (except to the extent an amount in cash
has been reserved for any portion of such outstanding claims), shall be released
from escrow and paid over to Sellers  (the number of shares to be  appropriately
adjusted to give effect to any stock split,  combination or similar event),  and
an amount in cash equal to one-half of the total amount of cash funds that would
have been in the Post-Closing Indemnity Escrow on the Initial Release Date if no
payments  in the  form of cash had been  made to Buyer  out of the  Post-Closing
Indemnity Escrow during such period,  less the dollar value of all payments that
were  previously  paid out in the form of cash to Buyer in respect  of  claim(s)
made by Buyer  pursuant to this Article 10 or Article 2, and less the  aggregate
dollar  value of all bona fide claims made by Buyer  pursuant to this Article 10
or Article 2 that remain  outstanding on the Initial Release Date (except to the
extent a number of shares has been reserved for any portion of such  outstanding
claims), shall be released from escrow and paid over to Sellers; and

                           (2) on the first business day following the date that
is  eighteen  months  after the Closing  Date (the  "Second  Release  Date") all
remaining Post-Closing Indemnity Property,  less a number of shares of ACC Class
A Common Stock or other Stock Consideration  Registrable Securities or an amount
in  cash or a  combination  thereof  as  directed  by the  General  Partner  the
aggregate  dollar value of which is equal to the aggregate  dollar amount of any
bona fide  claims made by Buyer that remain  outstanding  on the Second  Release
Date, shall be released from escrow and paid over to Sellers.

                                                       - 85 -
<PAGE>



Attached hereto as Exhibit I for illustrative purposes only is an example of how
the  preceding  provisions  are  intended  to work.  Thereafter,  any  remaining
Post-Closing  Indemnity  Property shall be released from escrow and paid over to
Sellers or Buyer in accordance with this Agreement and the  Post-Closing  Escrow
Agreement.  To the extent any  payment is made to Buyer out of the  Post-Closing
Indemnity  Property pursuant to Sections 2.7, 2.8 or 2.9 or this Article 10, and
the  Post-Closing  Indemnity  Property  consists  of  both  Stock  Consideration
Registrable  Securities  and cash,  the General  Partner shall  designate  which
portion of the  payment  shall be made in the form of shares  (based on its fair
market value on the date of payment as computed as provided in Section  10.5(c))
or cash or  combination  of both.  On the business day that it is  determined in
accordance  with this  Section  10.5(b)  and this  Article 10 that Buyer  and/or
Sellers  are  entitled  to all  or any  portion  of the  Post-Closing  Indemnity
Property,  the General  Partner and Buyer will execute and deliver to the Escrow
Agent   joint   written   instructions   containing   appropriate   disbursement
instructions  consistent  with this Section  10.5(b) and this Article 10 and the
Post-Closing Escrow Agreement.

                  (c) All payments  required to be made by Sellers or any Seller
in respect of their  indemnification  obligations under this Article 10 shall be
made solely  from the  Post-Closing  Indemnity  Property.  For  purposes of this
Article 10 and the  Post-Closing  Escrow  Agreement,  the fair market value of a
share of ACC  Class A Common  Stock or  other  Stock  Consideration  Registrable
Security on any day shall be  computed  by  reference  to the  Weighted  Average
Trading  Price of such stock or other  security  for the ten  trading day period
beginning on the thirteenth trading day prior to the date of determination.

                  (d)  Anything  in  this  Agreement  or  applicable  law to the
contrary notwithstanding,  other than with respect to the Post-Closing Indemnity
Property  as provided  for and  limited in this  Article 10 (and other than with
respect to the  Post-Closing  Adjustment  Funds as  provided  for and limited in
Section 2.7, the  Post-Closing  Section 2.8 Funds as provided for and limited in
Section 2.8, and the Post-Closing  Section 2.9 Funds as provided for and limited
in  Section  2.9)  after  the  Closing  no  Seller  (or any  officer,  director,
shareholder,  partner,  employee,  agent or Affiliate of such Seller) shall have
any  obligation  or liability to Buyer under  Article 10, and Buyer will have no
claim or recourse  against any Seller (or any  officer,  director,  shareholder,
partner,  employee, agent or Affiliate of such Seller) as a result of the breach
of any  representation,  warranty,  covenant or  agreement  of FVP or any Seller
contained  herein  or  otherwise  arising  out  of or  in  connection  with  the
transactions contemplated by this Agreement or the business or operations of the
FrontierVision  Companies,  other than  claims  relating  to the  Noncompetition
Agreements  or  the  Deposit   Registration   Rights   Agreement  or  the  Stock
Consideration Registration Rights Agreement (which shall each be governed by its
respective terms);  and the Post-Closing  Indemnity  Property,  the Post-Closing
Adjustment  Funds,  the  Post-Closing  Section  2.8 Funds  and the  Post-Closing
Section 2.9 Funds (in each case as provided for and limited by the provisions of
this  Agreement)  shall be the sole and  exclusive  remedy for any such claim by
Buyer for any such matters,  whether such claims are framed in contract, tort or
otherwise.


                                                       - 86 -
<PAGE>


                  (e) The amount  payable to the  Claimant  by the  Indemnifying
Party in respect of a Loss shall be computed net of any insurance  coverage with
respect  thereto  that  reduces the amount of such Loss that would  otherwise be
sustained,  and  Buyer  and each  Seller  agree to use  commercially  reasonable
efforts to collect any and all insurance proceeds to which it may be entitled in
respect of any Loss.

                  (f) Sellers will not be liable with respect to any Loss to the
extent that the amount of such Loss was included as an  Adjustment  Liability in
the computation of Closing Net Liabilities in accordance with Article 2.

                  (g)   Notwithstanding   anything  in  this  Agreement  to  the
contrary,  no Seller shall have any liability or obligation (for indemnification
or  otherwise)  arising as a result of the  occurrence  of the  Closing  without
certain  Consents  or Buyer's  waiver of any  closing  condition,  nor shall any
adjustment be made to the Cash Consideration in respect of the foregoing.

                  (h) Buyer will not be required to  indemnify  or  otherwise be
liable to any Seller with respect to any Losses  arising under  Section  10.4(a)
with  respect to an untrue  representation  or breach of  warranty  set forth in
Section 5.6 unless Sellers give Buyer written notice of such a claim on or prior
to the  date  that is  thirty  days  after  the  expiration  of the  statute  of
limitations with respect to such claim.

                  (i) Buyer will not be required to  indemnify  or  otherwise by
liable to any Seller with respect to Losses arising under Section 10.4(d) to the
extent  such  Losses  result  from the matter  disclosed  in Section  3.10(B) of
FrontierVision's Disclosure Schedule.

         10.6     Procedure for Indemnification.

         The procedure for indemnification shall be as follows:

                  (a) The party claiming  indemnification (the "Claimant") shall
promptly  give notice to the party from which  indemnification  is claimed  (the
"Indemnifying  Party") of any claim, whether between the parties or brought by a
third party, specifying in reasonable detail the factual basis for the claim and
the amount thereof (if known and quantifiable).

                  (b)  With  respect  to  claims  solely  between  the  parties,
following receipt of notice from the Claimant of a claim, the Indemnifying Party
shall  have  thirty  days  to  make  such  investigation  of  the  claim  as the
Indemnifying  Party  deems  necessary  or  desirable.  For the  purposes of such
investigation,  the Claimant agrees to make available to the Indemnifying  Party
and its authorized  representatives  the information relied upon by the Claimant
to substantiate the claim. If the Claimant and the  Indemnifying  Party agree at
or prior to the expiration of the thirty-day period (or any mutually agreed upon
extension  thereof) to the validity and amount of such claim,  the  Indemnifying
Party shall immediately pay to the Claimant the full amount of the claim. If the
Claimant and the Indemnifying

                                                       - 87 -
<PAGE>


Party do not agree within the  thirty-day  period (or any  mutually  agreed upon
extension thereof), the Claimant may seek appropriate remedy at law or equity.

                  (c) With respect to any claim by a third party as to which the
Claimant is entitled to indemnification  under this Agreement,  the Indemnifying
Party  shall  have the right at its own  expense,  to  participate  in or assume
control of the defense of such claim,  and the Claimant  shall  cooperate  fully
with the Indemnifying Party,  subject to reimbursement for actual  out-of-pocket
expenses incurred by the Claimant as the result of a request by the Indemnifying
Party. If the Indemnifying  Party elects to assume control of the defense of any
third-party  claim,  the  Claimant  shall have the right to  participate  in the
defense of such claim at its own  expense.  If the  Indemnifying  Party does not
elect to  participate  in or assume  control of the  defense of any  third-party
claim, the Claimant will not enter into any settlement of such claim which could
result in  indemnification  liability unless the Claimant gives the Indemnifying
Party prior written notice of such settlement.  If the  Indemnifying  Party does
not  thereupon  elect to assume the defense of such claim  within five  business
days  after  such  notice  is  given,  then the  Claimant  may  enter  into such
settlement  and such  settlement  will be  binding  upon Buyer and  Sellers  for
purposes of determining whether any indemnification payment is required pursuant
to this Article 10.

         10.7     Treatment of Indemnification Payments.

         Buyer and Sellers will treat all payments made pursuant to this Article
10  (including  all  payments  made to Buyer out of the  Post-Closing  Indemnity
Property but excluding  the release of any  Post-Closing  Indemnity  Property to
Sellers) as an adjustment to the Purchase Consideration for all purposes.

                                   ARTICLE 11

                                  MISCELLANEOUS

         11.1     Fees and Expenses.

         Except as otherwise  provided in this  Agreement,  each party shall pay
its own expenses  incurred in connection  with the  authorization,  preparation,
execution, and performance of this Agreement, including all fees and expenses of
counsel, accountants, agents, and representatives.  Buyer and Sellers agree that
the brokerage fee payable to Daniels & Associates  shall be paid by Buyer in the
event the Closing  occurs  hereunder.  Buyer and Sellers agree that the fees and
expenses  incurred in  connection  with the lien  searches  described in Section
7.1(j) shall be borne one-half by Buyer and one-half by Sellers.


                                                       - 88 -
<PAGE>


         11.2     Notices.

         All notices,  demands,  and requests  required or permitted to be given
under the  provisions  of this  Agreement  shall be in  writing,  may be sent by
telecopy (with automatic machine confirmation),  delivered by personal delivery,
or sent by  commercial  delivery  service  or  certified  mail,  return  receipt
requested,  shall be deemed to have  been  given on the date of actual  receipt,
which may be conclusively  evidenced by the date set forth in the records of any
commercial delivery service or on the return receipt,  and shall be addressed to
the recipient at the address  specified  below, or with respect to any party, to
any other  address that such party may from time to time  designate in a writing
delivered in accordance with this Section 11.2:

If to Buyer:
Adelphia Communications Corporation
Main at Water Street
Coudersport, Pennsylvania  16915
Attention:  James M. Kane,
              Vice President Corporate Development
Telecopier:  (814) 274-7098
with copies (which shall not
         constitute notice) to:
Buchanan Ingersoll Professional Corporation
One Oxford Centre, 21st Floor
Pittsburgh, Pennsylvania  15219
Attention: Bruce I. Booken, Esq.
Telecopier: (412) 562-1041
If to FVP (prior to the Closing)
         or the General Partner
         (after the Closing):
FrontierVision Partners, L.P.
1777 South Harrison Street
Suite P-200
Denver, Colorado  80210-3925
Attention: James C. Vaughn, President
Telecopier:  (303) 757-6105
with a copy (which shall not
         constitute notice) to:





If to a Seller:


Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C.  20036
Attention:  John T. Byrnes, Esq. and
              J. Christopher Redding, Esq.
Telecopier:  (202) 776-2222

At the address specified for such Seller
on the attached Exhibit E

                                                       - 89 -
<PAGE>


         11.3     Benefit and Binding Effect.

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective  successors and permitted assigns;  provided
that (a) neither this Agreement nor any of the rights,  interests or obligations
hereunder may be assigned by FVP or a Seller  without the prior written  consent
of Buyer (which consent shall not be unreasonably withheld or delayed),  and (b)
neither this Agreement nor any of the rights, interests or obligations hereunder
may be assigned by Buyer without the prior written  consent of FVP (prior to the
Closing) or the General  Partner (after the Closing) (which consent shall not be
unreasonably  withheld  or  delayed).  Notwithstanding  the  provisions  of  the
immediately  preceding  sentence,  Buyer may  assign  all or any  portion of its
rights  (but  not  its  obligations)   under  this  Agreement  to  one  or  more
Subsidiaries or Affiliates of Buyer, without the prior written consent of FVP or
the General  Partner;  provided  that (1) such assignee  executes  documentation
reasonably  satisfactory to Sellers  evidencing such  assignment,  and (2) Buyer
remains  liable to perform  the  obligations  in full to be  performed  by Buyer
hereunder,  and (3) no such assignment  would be reasonably  likely to hinder or
delay the Closing as reasonably  determined by Sellers.  Consent shall be deemed
to be reasonably withheld if the consenting party reasonably determines that the
assignment  would be  reasonably  likely to hinder or delay the Closing.  In the
event of a permitted assignment by Buyer, Buyer, as well as such assignee, shall
remain liable hereunder for all purposes and the representations, warranties and
covenants  made by Buyer  shall  apply  equally  to the  assignee  (modified  as
appropriate for the organization of the assignee).  In no event may Buyer assign
its  obligations  with  respect to the Stock  Consideration  or  Deposit  Escrow
Property  without  FVP's  consent  (prior to Closing)  or the General  Partner's
consent  (after the  Closing),  which may be withheld  in its sole and  absolute
discretion.  This Agreement is not intended to confer upon any Person other than
the parties  hereto any rights or remedies  hereunder,  except the provisions of
Section  6.9 are  intended  for the  benefit  of, and may be relied upon by, the
Assumed  Employees,  and the  provisions  of Section  6.13 are  intended for the
benefit  of,  and may be relied  upon by,  the  officers  and  directors  of the
FrontierVision Companies and the members of FVP's Advisory Committee.

         11.4     Further Assurances .

         After the Closing  the  parties  shall take any actions and execute any
other  documents  that may be necessary or desirable to the  implementation  and
consummation  of this Agreement upon the reasonable  request of the other party,
at the expense of the requesting party.

         11.5     GOVERNING LAW.

         THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED, AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO
THE CHOICE OF LAW PROVISIONS THEREOF).


                                                       - 90 -
<PAGE>


         11.6     Entire Agreement.

         This Agreement,  the Disclosure  Schedules and the Exhibits hereto, and
the other Transaction  Documents to be delivered by the parties pursuant to this
Agreement, collectively represent the entire understanding and agreement between
Buyer, FVP, and Sellers with respect to the subject matter of this Agreement and
supersedes all prior  agreements,  understandings  and negotiations  between the
parties. Buyer acknowledges that none of FVP or any other FrontierVision Company
or any Seller has made any, or makes any, promises, representations, warranties,
covenants or  undertakings,  express or implied,  other than those expressly set
forth in this  Agreement.  Notwithstanding  the first  sentence of this  Section
11.6, this Agreement does not impair or otherwise affect the validity of (1) any
consent whenever granted by any Seller with respect to the execution,  delivery,
and  performance of this Agreement or any other document or instrument  relating
to the subject  matter of this  Agreement or (2) any power of attorney  whenever
granted by any Seller authorizing any Person to execute and deliver on behalf of
such Seller this Agreement or any other  document or instrument  relating to the
subject matter of this Agreement.

         11.7     Amendments; Waiver of Compliance; Consents.

         This  Agreement may be amended and any provision of this  Agreement may
be waived;  provided that any such  amendment or waiver (a) will be binding upon
FVP  prior to the  Closing  only if such  amendment  or waiver is set forth in a
writing  executed by FVP, (b) will be binding upon a Seller prior to the Closing
only if such  amendment or waiver is set forth in a writing  executed by FVP and
has been approved by 75% of the voting members of FVP's Advisory Committee (with
a  certificate  delivered  by FVP stating that such  required  approval has been
obtained  being  conclusive  evidence  thereof),  and (c) will be binding upon a
Seller  after the  Closing  only if such  amendment  or waiver is set forth in a
writing  executed  by the General  Partner  and has been  approved by 75% of the
voting members of FVP's Advisory Committee (as constituted  immediately prior to
the Closing) (with a certificate  delivered by the General  Partner stating that
such required approval has been obtained being conclusive evidence thereof), and
(d) will be binding upon Buyer only if such  amendment or waiver is set forth in
a writing executed by Buyer. No waiver shall operate as a waiver of, or estoppel
with respect to, any subsequent or other matter not expressly waived.

         11.8     Consent and Agreements of Sellers.

                  (a) Pursuant to a separate agreement each Seller has appointed
FVP and the General Partner,  each with power to act separately (for all periods
prior to the  Closing)  and the General  Partner (for all periods from and after
the  Closing) as the true and lawful  attorney-in-fact  and agent of each Seller
(in such capacity,  FVP and the General Partner are referred to as the "Agent"),
to act for each Seller in Seller's  name,  place and stead with  respect to this
Agreement  and the  other  Transaction  Documents  and  all of the  transactions
contemplated  hereby and  thereby.  Buyer shall be entitled to rely  exclusively
upon any  communication  given by Agent and  shall  not be liable in any  manner
whatsoever

                                                       - 91 -
<PAGE>


for any action taken or not taken in reliance upon Agent.  Any payments made, at
Agent's request and instruction, by Buyer to Agent pursuant to the terms of this
Agreement and the other  Transaction  Documents  shall fully discharge Buyer for
any  liability  to any  Seller in  connection  with such  payment,  as fully and
completely  as if such  payment  had been made  directly to such  Seller.  Buyer
hereby  agrees  to  accept  and rely on the  actions  of Agent as if it were the
action of a Seller or Sellers.

                  (b)  Each  Seller  consents  to the  execution,  delivery  and
performance of this Agreement by FVP, the General  Partner and each other Seller
and to the taking by FVP, each FrontierVision  Company,  the General Partner and
each other Seller of all actions  contemplated  by this Agreement to be taken by
such Person. Subject to the terms and conditions of this Agreement,  each Seller
agrees  to  consummate  the  transactions  contemplated  by  this  Agreement  in
accordance with its terms, as it may be amended pursuant to Section 11.7.

         11.9     Counterparts.

         This Agreement may be signed in counterparts with the same effect as if
the signature on each counterpart were upon the same instrument.


                                        [REMAINDER OF PAGE INTENTIONALLY BLANK;
                                            SIGNATURES ON FOLLOWING PAGES]

                                                       - 92 -
<PAGE>


         IN WITNESS WHEREOF, this Agreement has been executed by Buyer, FVP, the
General Partner and the other Sellers as of the date first written above.


BUYER:

ADELPHIA COMMUNICATIONS CORPORATION


By:      ____________________________
         Name:
         Title:


FVP:

FRONTIERVISION  PARTNERS,  L.P.,  by FVP  GP,  L.P.,  its  general  partner,  by
FrontierVision Inc., its general partner


By:      ____________________________
         James C. Vaughn, President


GENERAL PARTNER:

FVP GP, L.P., by FrontierVision Inc., its general
partner


By:      ____________________________
         James C. Vaughn, President



                                               [THIS IS A SIGNATURE PAGE
                                              TO THE PURCHASE AGREEMENT]

                                       S-1
<PAGE>


LIMITED PARTNER SELLERS:

JP Morgan Investment Corporation
60 Wall Street SBIC Fund, L.P.
First Union Capital Partners, Inc.
Tahosa Investors
Kensington Investment Associates
Pegasus Partners
Prosperity Associates
SBF Investments Ltd.
L. Phillips Runyon III
Roth Trading Company
Washington Partners
Duff Ackerman Goodrich - FrontierVision, L.P.
EOS Partners SBIC, L.P.
Richard King Mellon Foundation
Arthur Miltenberger (Mellon Family Investment Co.,
IV)
J. Cashew Corporation
Bertelson Family Trust
John C. Unkovic
Roger S. Ahlbrandt
Dr. Anne McBride Curtis
Bruce D. Evans
Frances C. Hardie
Hardie Brothers
James H. Hardie
John D. Margolis Trust
Grover Sams
Augustus O. Schroeder
Justin J. Stevenson III
John W. Weiser
Mallard Investments Limited Partnership
Olympus Executive Fund, L.P.
Leslie Abbey
Jonathan Abbey
Michael Rothbard
James C. Vaughn
John S. Koo
William P. Brovsky

                                               [THIS IS A SIGNATURE PAGE
                                              TO THE PURCHASE AGREEMENT]

                                       S-2
<PAGE>


William J. Mahon
James W. McHose
Albert D. Fosbenner
Richard G. Halle'
Joyce L. Vermace
Robert J. Valentine
Ian R. Dennett
David M. Heyrend
Todd E. Padgett
Galan F. Fernandes
Daniel P. Callahan
R. Bruce Ellis
David C. Apel
Kristine M. Rogers
Debra L. Graham
Brian L. Seifarth
Keith A. Tyrrell
Jerry R. Wert
Brian P. Hart
Robert D. Gordon
Judith B. Pierce
Stephen R. Trippe
Keith R. Froleiks
Gary Crosby
Kathleen B. Hounsell
James B. Underwood
Jill Farschman
Craig A. Waskou
Lisa L. Powers
Debbie J. Dougherty
Robert A. Dallmer
Bonnie J. Bosekrus

By FrontierVision  Partners,  L.P., Agent and  Attorney-in-Fact for each Limited
Partner Seller, by FVP GP, L.P., its general partner,  by  FrontierVision  Inc.,
its general partner


By:      ____________________________

                                               [THIS IS A SIGNATURE PAGE
                                              TO THE PURCHASE AGREEMENT]

                                       S-3
<PAGE>

         James C. Vaughn, President

SPC SELLERS:

1818 Fund II, L.P.
Olympus Growth Fund II, L.P.
Carson Group Inc.
Sendal Investment Limited
Monte Coral, S.L.
AZATE S.L.
Salzburg Corporation
Clover Enterprises
Kinnari Limited
Leeward Holdings
Staniard Limited
Solar Group S.A.
Englewood Enterprises
Grove Enterprises
Walvis Bay Limited
Datronics Limited
Brinkley Holdings Limited
Salt Lake Enterprises, Inc.
Cromwell International Corp.

By  FrontierVision  Partners,  L.P.,  Agent  and  Attorney-in-Fact  for each SPC
Seller,  by FVP GP, L.P.,  its general  partner,  by  FrontierVision  Inc.,  its
general partner


By:      ____________________________
         James C. Vaughn, President


                                               [THIS IS A SIGNATURE PAGE
                                              TO THE PURCHASE AGREEMENT]

                                       S-4