EXHIBIT 10.03.1  
   MASTER
RECIPROCAL SETTLEMENT AGREEMENT  dated
as of December 3, 2003,  between  ADELPHIA
COMMUNICATIONS CORPORATION  and  ADELPHIA
BUSINESS SOLUTIONS, INC. d/b/a
TelCove


MASTER RECIPROCAL
SETTLEMENT AGREEMENT  This Master Reciprocal Settlement Agreement (this Master Agreement)
is made as of December 3, 2003, by and between Adelphia Communications
Corporation, a Delaware corporation (ACC), debtor-in-possession, and
Adelphia Business Solutions, Inc., a Delaware corporation, d/b/a
TelCove (TelCove), debtor-in-possession.  W  I  T  N
E  S  S  E  T  H:  WHEREAS, on January 11, 2002, ACC completed the spin-off of the common
stock it owned in TelCove to the stockholders of ACC; and  WHEREAS, prior to such spin-off, the parties shared various assets and
engaged in mutually beneficial projects, including the construction and
overlash of fiber-optic cable networks and facilities, necessary for the
construction and operation of a telecommunications network and a cable network;
and  WHEREAS, the parties wish to validate and memorialize the ownership and
use of these assets, including long-haul and metro fiber-optic cable assets,
real property interests, equipment, strands and network infrastructure (Asset
Reconciliation); and  WHEREAS, the parties agree that subject to the terms hereof they and
their applicable Affiliates shall enter into a Reciprocal Asset Reconciliation
Agreement (Asset Reconciliation Agreement), substantially in the form
attached hereto as Annex I, to reconcile and validate the ownership of
these assets; and  WHEREAS, the parties intend that the title and rights of and
liabilities associated with certain specific assets owned by one party (or its
Affiliates) and used primarily by the other party (or its Affiliates) be
transferred to the party (or its Affiliates) that primarily uses such assets;
and  WHEREAS, the parties agree that subject to the terms hereof they and
their applicable Affiliates shall enter into a Reciprocal Conveyance Agreement
(Conveyance Agreement), substantially in the form attached hereto as Annex
II, to transfer these assets and associated specified rights and
liabilities; and  WHEREAS, the parties desire to set forth their respective pre-Closing
and post-Closing rights and obligations with respect to the use and maintenance
of assets owned by one party or its Affiliates that are co-located with assets
owned by the other party or its Affiliates; and  WHEREAS, the parties agree that subject to the terms hereof they and
their applicable Affiliates shall enter into (i) a non-executory
Reciprocal IRU Agreement (IRU Agreement), substantially in the form
attached hereto as Annex III, wherein the parties thereto will
grant to each other an indefeasible right to use certain fiber-optic cable
assets; (ii) a non-executory Reciprocal Sheathing and Overlash Agreement
(Sheathing/Overlash Agreement), substantially in the form attached
hereto as Annex IV, setting forth various rights and obligations of
the parties thereto where their assets share the same fiber sheath or are
overlashed to the network of the other parties thereto; (iii) a Reciprocal
Maintenance Agreement (Maintenance Agreement),


substantially in the form
attached hereto as Annex V, wherein the parties thereto will agree
to prospective rights and obligations related to the repair and maintenance of
various assets which shall be co-located or for which one party shall hold a
right of use; and (iv) a Reciprocal Collocation Agreement (Collocation
Agreement), substantially in the form attached hereto as Annex VI,
wherein the parties thereto will grant each other the right to collocate
communications equipment at various sites; and  WHEREAS, TelCove and certain of its wholly owned subsidiaries,
commenced cases (the TelCove Cases) under chapter 11 of title 11
of the United States Code, 11 U.S.C. Sections 101 et seq.
(the Bankruptcy Code) on March 27, 2002, and June 18, 2002, by filing
voluntary petitions with the United States Bankruptcy Court for the Southern
District of New York (the Bankruptcy Court), jointly administered
under Case No. 02-11389; and  WHEREAS, ACC and certain of its wholly owned subsidiaries commenced
cases (the ACC Cases) under chapter 11 of the Bankruptcy Code on June
10, 2002, June 25, 2002, and September 30, 2002, by filing voluntary petitions
with the Bankruptcy Court, jointly administered under Case No. 02-41729 (REG);
and  WHEREAS, the parties have determined that the various transactions to
be effected by this Master Agreement and the six agreements annexed hereto
(each a Reciprocal Annex Agreement or an Annex) are
beneficial to each corporation as a whole, including all its affiliates and
subsidiaries, debtor and non-debtor alike; and  WHEREAS, the consummation of the Settlement contemplated by this Master
Agreement and the execution and delivery of the Reciprocal Annex Agreements is
conditioned on the approval of the Bankruptcy Court and certain other
conditions set forth herein;  NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the terms and conditions hereof, the parties,
intending to be legally bound, hereby agree as follows:  ARTICLE I.   DEFINITIONS  1.1           Defined Terms. 
As used herein, the terms below shall have the following respective
meanings:  ACC Acquired Assets means the assets
described on Schedule 2.1 to the Conveyance Agreement.  ACC Assets means the long-haul and metro
fiber-optic cable assets, strands, network infrastructure, equipment, and other
tangible personal property and real property interests described on Schedule 2.1
to the Asset Reconciliation Agreement.  ACC Assumed Contracts means the contracts and
leases related to the ACC Acquired Assets described on Schedule 2.2
to the Conveyance Agreement.  2


ACC Assumed Liabilities means the Liabilities
described on Schedule 2.3 to the Conveyance Agreement.  ACC DIP Lenders Consent means all necessary
approvals and consents to the consummation of the transactions contemplated by
this Master Agreement required under the Amended and Restated Credit and
Guaranty Agreement, dated as of August 26, 2002 (as it may be amended),
among UCA LLC, Century Cable Holdings, LLC, Century-TCI California L.P.,
Olympus Cable Holdings, LLC, Parnassos, L.P., FrontierVision Operating
Partners, L.P., ACC Investment Holdings, Inc., Arahova Communications, Inc.,
and Adelphia California Cablevision, LLC, as Borrowers, the Guarantors listed
therein, the Lenders party thereto and the Agents party thereto.  ACC Material Adverse Effect means
(i) any development, change or effect that is materially adverse to the
ACC Acquired Assets, the ACC Assumed Contracts or the ACC Assumed Liabilities,
taken as a whole and to the extent it is not the result of a breach of this
Agreement by ACC or its Affiliates, or (ii) any development, change or
effect which could be reasonably expected to materially delay or prevent the
consummation of the transactions contemplated hereby or by the Reciprocal Annex
Agreements.  ACC Parties means ACC and each of its
Affiliates that is required to become a signatory to any of the Reciprocal
Annex Agreements.  Affiliate means, with respect to either
party, (i) an entity controlled by such party for purposes of Rule 12b-2 of the
General Rules and Regulations of the Securities Exchange Act of 1934, as
amended, or (ii) an entity that is an affiliate of such party under
clause (B) of Section 101(2) of the Bankruptcy Code.  Acquired Assets means, as the context may require, either the
ACC Acquired Assets or the TelCove Acquired Assets.  Assumed Contracts means, as the context may require, either
the ACC Assumed Contracts or the TelCove Assumed Contracts.  Assumed Liabilities means, as the context may require, either
the ACC Assumed Liabilities or the TelCove Assumed Liabilities.  Beal Consent means all necessary approvals
and consents to the consummation of the transactions contemplated by this
Master Agreement required under the Secured Debtor in Possession Priming Credit
and Security Agreement, dated as of August 9, 2002, by and among Beal Bank,
S.S.B., TelCove and certain other direct or indirect subsidiaries of TelCove.  Board Approval means the approval by the
Board of Directors of each of TelCove and ACC to the respective partys
consummation of the Settlement.  Business Day means any day other than a
Saturday, Sunday or a legal holiday on which banking institutions in the State
of New York are not required to open.  3


Capped Damages means Damages with respect to
which a party and its Representatives shall be entitled to indemnity pursuant
to Section 7.2(a) (iv), (v) or (vi), or Section 7.2(b) (iv), (v) or
(vi).  Closing Date means the date on which the
Closing occurs.  Consents means all authorizations, permits,
licenses, certificates of authority, consents, Orders, filings, notices and
approvals of Governmental Entities and other third parties necessary for ACC,
TelCove and their respective Affiliates, as applicable, to consummate each of
the transactions contemplated by this Master Agreement in accordance with the
terms hereof, excluding (i) the consent of the Bankruptcy Court,
(ii) clearance under the HSR Act, if applicable, (iii) the Beal Consent,
and (iv) the ACC DIP Lenders Consent.  Exhibits means the exhibits to this Master
Agreement, subject to the provisions of Section 4.10 hereof.  FCC means the Federal Communications
Commission.  Governmental Entity means any
(i) federal, state, local, municipal, foreign or other government;
(ii) governmental or quasi-governmental authority of any nature (including
any governmental agency, branch, commission, department, official, or entity
and any court or other tribunal); or (iii) body exercising, or entitled to
exercise any administrative, executive, judicial, legislative, police,
regulatory, or taxing authority or power of any nature, including any arbitral
tribunal.  HSR Act means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and any successor law and the rules and
regulations thereunder or under any successor law.  Law means any federal, state, local or
foreign statute, law, ordinance, regulation, rule, code, Order, principle of
common law, or judgment enacted, promulgated, issued, enforced or entered by
any Governmental Entity, or any other requirement or rule of law.  Liabilities means, as to any Person, all
debts, adverse claims, liabilities, commitments, responsibilities, and
obligations of any kind or nature whatsoever, direct, indirect, absolute or
contingent, of such Person, whether accrued, vested or otherwise, whether known
or unknown and whether or not actually reflected, or required to be reflected,
in such Persons balance sheets or other books and records.  Lien means any lien, claim, pledge, option,
charge, hypothecation, easement, security interest, right-of-way, encroachment,
mortgage, deed of trust, or other encumbrance.  Local Authority means the applicable county,
municipal or other local authority exercising regulatory authority over the
placement or operation of any of the ACC Assets, the TelCove Assets, or the
Acquired Assets in the applicable jurisdiction of the local authority.  Master Agreement means this Master Reciprocal
Settlement Agreement (together with all Exhibits, Annexes and Schedules).  4


Material Consents means the Consents designated
by ACC and TelCove in writing as being material to the consummation of the
transactions contemplated hereby.  Material New Contracts means the franchises,
licenses, permits and contracts that are not ACC Assumed Contracts but are new
franchises, licenses, permits and contracts that are required and material (as
designated by ACC in writing) for the ACC Parties to own and operate the ACC
Acquired Assets, or that are not TelCove Assumed Contracts but are new
franchises, licenses, permits and contracts that are required and material (as
designated by TelCove in writing) for the TelCove Parties to own and operate
the TelCove Acquired Assets, in either case without violating Law or the rights
of Third Parties.  Order means any judgment, order, injunction,
writ, ruling, decree, stipulation or award of any Governmental Entity or
private arbitration tribunal.  Person means an individual, partnership,
joint venture, corporation, business trust, limited liability company, trust,
unincorporated organization, joint stock company, labor union, estate,
Governmental Entity or any other entity.  Post-Petition means any time after the
commencement of the TelCove Cases or the ACC Cases, as applicable.  Proceeding means any action, arbitration,
audit, hearing, investigation, litigation or suit (whether civil, criminal,
administrative, Tax, investigative or informal) commenced, brought, conducted,
or heard by or before, or otherwise involving, any Governmental Entity or
arbitrator, excluding any FCC proceeding affecting the cable television or
telecommunications industry generally in which such Person is not a named
party, or any Governmental Entity proceeding that has arisen therefrom.  Representative means, with respect to any
Person, such Persons officers, directors, employees, agents and
representatives (including any investment banker, financial advisor,
accountant, legal counsel, agent, representative or expert retained by or
acting on behalf of such Person or its subsidiaries).  Schedules means the schedules attached to the
Reciprocal Annex Agreements, subject to the provisions of Section 4.10
hereof.  Scheduling Order means an Order of the
Bankruptcy Court, in form and substance reasonably satisfactory to each of ACC
and TelCove, as more particularly described in Section 4.9(b) of this
Master Agreement.  Settlement means, collectively, the various
transactions contemplated by this Master Agreement and the Reciprocal Annex
Agreements.  Settlement Approval Order means an order
entered by the Bankruptcy Court in the TelCove Cases and the ACC Cases,
approving the Settlement and the consummation of the transactions contemplated
by this Master Agreement.  5


Settlement Hearing means the hearing to be
scheduled and conducted by the Bankruptcy Court to consider approval and entry
of the Settlement Approval Order.  Settlement Motion means the motion or motions
seeking approval and entry of the Scheduling Order and the Settlement Approval
Order.  State PUC means any state public service
and/or public utilities commission having regulatory authority over the ACC
Assets, the TelCove Assets, the Acquired Assets and/or the Assumed Contracts
located within such jurisdiction.  Tax means any federal, state, county, local,
foreign and other income, profits, gains, net worth, sales and use, ad valorem,
gross receipts, business and occupation, license, estimated, stamp, custom
duties, occupation, property (real or personal), franchise, capital stock,
license, excise, value added, payroll, employees, income withholding, social
security, unemployment or other tax, any penalty, addition to tax and interest
on the foregoing.  TelCove Acquired Assets means the assets
described on Schedule 3.1 to the Conveyance Agreement.  TelCove Assets means the long-haul and metro
fiber-optic cable assets, strands, network infrastructure, equipment, and other
tangible personal property and real property interests described on Schedule 2.2
to the Asset Reconciliation Agreement.  TelCove Assumed Contracts means the contracts
and leases related to the TelCove Acquired Assets described on Schedule 3.2
to the Conveyance Agreement.  TelCove Assumed Liabilities means the
Liabilities described on Schedule 3.3 to the Conveyance Agreement.  TelCove Material Adverse Effect means
(i) any development, change or effect that is materially adverse to the
TelCove Assets, the TelCove Acquired Assets, the TelCove Assumed Contracts or
the TelCove Assumed Liabilities, taken as a whole and to the extent it is not
the result of a breach of this Agreement by TelCove or its Affiliates, or
(ii) any development, change or effect which could be reasonably expected
to materially delay or prevent the consummation of the transactions
contemplated hereby or by the Reciprocal Annex Agreements.  TelCove Parties means TelCove and each of its
Affiliates that is required to become a signatory to any of the Reciprocal
Annex Agreements.  Third Party means any Person other than (i)
ACC, the ACC Parties and their Affiliates and (ii) TelCove, the TelCove Parties
and their Affiliates.  Transfer Tax means any federal, state, county, local, foreign
and other sales, use, transfer, conveyance, documentary transfer, recording or
other similar tax, fee or charge imposed upon the sale, transfer or assignment
of property or any interest therein or the recording thereof, and any penalty,
addition to tax or interest with respect thereto, but such term shall not
include any tax on, based upon or measured by, the net income, gains or profits
from such sale, transfer or assignment of the property or any interest therein.  6


Uncapped Damages means Damages with respect to which a party
and its Representatives shall be entitled to indemnity pursuant to
Section 7.2(a) (i), (ii) or (iii), or Section 7.2(b) (ii), (ii) or
(iii).  1.2           Other Defined Terms.  Each of the following additional terms has
the meaning given to such terms in the Section or Annex set forth below:  Term
  
  Section or AnnexAAA
  
  Section 9.10(a)ACC
  
  PreambleACC Cases
  
  RecitalsACC Cure Amounts
  
  Conveyance AgreementAnnexes
  
  RecitalsAsset Reconciliation
  
  RecitalsAsset Reconciliation Agreement
  
  RecitalsBankruptcy Code
  
  RecitalsBankruptcy Court
  
  RecitalsClosing
  
  Section 2.3(a)Collocation Agreement
  
  RecitalsConsideration
  
  Section 2.2Conveyance Agreement
  
  RecitalsDamages
  
  Section 7.2(a)Dispute
  
  Section 9.10(a)Defaulting Party
  
  Section 6.3(b)Disclosure Approval Date
  
  Section 4.10(b)Governmental Applications
  
  Section 4.12(a)Indemnified Party
  
  Section 7.3(a)Indemnifying Party
  
  Section 7.3(a)IRU Agreement
  
  RecitalsMaintenance Agreement
  
  RecitalsNeutral Arbitrator
  
  Section 9.10(a)Non-Assumed ACC Liabilities
  
  Section 2.6(b)Non-Assumed TelCove Liabilities
  
  Section 2.6(a)Notice
  
  Section 7.3(a)Panel
  
  Section 9.10(a)Reciprocal Annex Agreements
  
  RecitalsSelected Arbitrators
  
  Section 9.10(a)Shared Contracts
  
  Asset Reconciliation AgreementSheathing/Overlash Agreement
  
  RecitalsTelCove
  
  PreambleTelCove Cases
  
  RecitalsTelCove Cure Amounts
  
  Conveyance Agreement  7


1.3           Other Definitional Provisions.  (a)           The
words hereof, herein and hereunder and words of similar import when used
in this Master Agreement shall refer to this Master Agreement as a whole and
not to any particular provision of this Master Agreement, and Section
references are to a section of this Master Agreement (and not to a section of
an Annex) unless otherwise specified.  (b)           The
meanings given to terms defined herein shall be equally applicable to both
singular and plural forms of such terms. Words denoting any gender shall
include all genders.  Where a word or
phrase is defined herein, each of its other grammatical forms shall have a
corresponding meaning.  (c)           Whenever
the words include, includes or including are used in this Master
Agreement (including the Reciprocal Annex Agreements), they shall be deemed to
be followed by the words without limitation.  ARTICLE II.  TERMS OF SETTLEMENT  2.1           Agreement to Execute and Deliverthe
Reciprocal Annex Agreements.  Subject
to the terms and upon satisfaction of the conditions contained in this Master
Agreement, each of ACC and TelCove, shall, and shall cause each of its
applicable Affiliates under the terms of each Reciprocal Annex Agreement to,
(i) execute and deliver the Reciprocal Annex Agreements pursuant to the
terms and conditions set forth in Section 4.10(b), and (ii) perform its
respective obligations under each of the Reciprocal Annex Agreements.  The Reciprocal Annex Agreements shall take
effect at Closing.  2.2           Consideration. 
Consideration for this Master Agreement shall be the mutual benefit to
the parties and their Affiliates derived from the Asset Reconciliation pursuant
to the Asset Reconciliation Agreement, the reciprocal exchange of the Acquired
Assets, the reciprocal assignment and assumption of the Assumed Contracts and
the reciprocal assumption of the Assumed Liabilities pursuant to the Conveyance
Agreement, and the concurrent execution of the IRU Agreement, Maintenance
Agreement, Sheathing/Overlash Agreement, and Collocation Agreement, granting
the parties and their Affiliates reciprocal rights and obligations in accordance
with the terms set forth therein.  2.3           Closing.  (a)           Time
and Place.  Subject to satisfaction
or, to the extent permissible by Law, waiver (by the party for whose benefit
the condition is imposed) of the conditions described in Sections 5.1, 5.2
and 5.3, the closing of the transactions contemplated by this Master Agreement
(the Closing) shall take place at the offices of Weil,
Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, or
at such other place as ACC and TelCove shall mutually agree, commencing at
10:00 a.m., Eastern time, on a date to be agreed upon by ACC and TelCove in
writing that is not earlier than the fifth (5th) Business Day, and not later
than the fifteenth (15th) Business Day, after the satisfaction of the conditions
specified in Article V.  8


(b)           Closing
Deliveries.  (i)            TelCove Deliveries. 
At the Closing, the TelCove Parties shall deliver to the ACC Parties:  (1)           The
certificate described in Section 5.2(c) of this Master Agreement;  (2)           Each
of the Reciprocal Annex Agreements, substantially in the form attached hereto,
duly executed by the appropriate TelCove Parties to give full effect thereto by
the TelCove Parties if and to the extent such agreements shall not have been
executed and delivered by the appropriate TelCove Parties prior to Closing
pursuant to Section 4.10(b);  (3)           All
other instruments of conveyance and transfer, or assignment and assumption, in
form and substance reasonably acceptable to ACC, as may be reasonably necessary
to transfer or assign the ACC Acquired Assets and the ACC Assumed Contracts to
the ACC Parties, and to effect the assumption by the TelCove Parties of the
TelCove Assumed Contracts and the TelCove Assumed Liabilities;  (4)           Copies
of all instruments evidencing receipt of any Consents obtained by the TelCove
Parties to the extent not previously delivered; and  (5)           Such
other documents reasonably requested by ACC to consummate the transactions
contemplated by this Master Agreement and reasonably required to give effect to
the Reciprocal Annex Agreements.  (ii)           ACC Deliveries.  At
the Closing, the ACC Parties shall deliver to the TelCove Parties:  (1)           The
certificate described in Section 5.3(c) of this Master Agreement;  (2)           Each
of the Reciprocal Annex Agreements, substantially in the form attached hereto,
duly executed by the appropriate ACC Parties to give full effect thereto by the
ACC Parties if and to the extent such agreements shall not have been executed
and delivered by the appropriate ACC Parties prior to Closing pursuant to
Section 4.10(b);  (3)           All
other instruments of conveyance and transfer, or assignment and assumption, in
form and substance reasonably acceptable to TelCove, as may be reasonably
necessary to transfer or assign the TelCove Acquired Assets and the TelCove
Assumed Contracts to the TelCove Parties, and to effect the assumption by the
ACC Parties of the ACC Assumed Contracts and the ACC Assumed Liabilities;  (4)           Copies
of all instruments evidencing receipt of any Consents obtained by the ACC
Parties to the extent not previously delivered ; and  9


(5)           Such
other documents reasonably requested by TelCove to give effect to the
transactions contemplated by this Master Agreement and reasonably required to
give effect to the Reciprocal Annex Agreements.  2.4           Reconciliation of Assets.  Subject to the conditions set forth herein, Schedules 2.1(ACC Assets), and 2.2 (TelCove Assets) to the Asset Reconciliation
Agreement shall list the real property interests and the long-haul and metro
fiber-optic cable assets, equipment, strands, infrastructure and other tangible
personal property, the ownership of which shall be reconciled and validated by
ACC and TelCove pursuant to the terms of the Asset Reconciliation
Agreement.  Schedules 3.1
(Shared Contracts of TelCove Parties) and 3.2 (Shared Contracts of ACC
Parties) to the Asset Reconciliation Agreement shall list the Shared Contracts
to be, in whole or in part, assigned to and assumed by the ACC Parties or the
TelCove Parties at Closing, subject to the terms of the Asset Reconciliation
Agreement and of this Master Agreement. 
Such Schedules shall be prepared in accordance with the terms of Section 4.10
hereof.  2.5           Acquired Assets and Assumed Contracts.  (a)           Subject
to the conditions set forth herein, Schedules 2.1 (ACC Acquired Assets)
and 2.2 (ACC Assumed Contracts) to the Conveyance Agreement shall list
the ACC Acquired Assets and the ACC Assumed Contracts that shall be transferred
and assigned by certain TelCove Parties to certain ACC Parties on the Closing
Date pursuant to the terms of the Conveyance Agreement, and Schedule 2.3
(ACC Assumed Liabilities) to the Conveyance Agreement specifies any ACC Assumed
Liabilities that shall be assumed by such ACC Parties on the Closing Date.  The TelCove Parties shall retain liability
for and discharge the TelCove Cure Amounts that shall be set forth on Schedule
2.4 (TelCove Cure Amounts) to the Conveyance Agreement with respect to the
ACC Acquired Assets and the ACC Assumed Contracts.  (b)           Subject
to the conditions set forth herein, Schedules 3.1 (TelCove Acquired
Assets) and 3.2 (TelCove Assumed Contracts) to the Conveyance Agreement
shall list the TelCove Acquired Assets and the TelCove Assumed Contracts that
shall be transferred and assigned by certain ACC Parties to certain TelCove
Parties on the Closing Date pursuant to the terms of the Conveyance Agreement,
and Schedule 3.3 (TelCove Assumed Liabilities) to the Conveyance
Agreement specifies any TelCove Assumed Liabilities that shall be assumed by
such TelCove Parties on the Closing Date. 
The ACC Parties shall retain liability for and discharge the ACC Cure
Amounts that shall be set forth on Schedule 3.4 (ACC Cure Amounts) to
the Conveyance Agreement with respect to the TelCove Acquired Assets and the
TelCove Assumed Contracts.  (c)           The
Schedules to the Conveyance Agreement shall be prepared in accordance with the
terms of Section 4.10 hereof.  2.6           Assumed and Non-Assumed Liabilities.  (a)           Obligations
and Liabilities Assumed by ACC and Non Assumed TelCove Liabilities.  Pursuant to the terms of the Asset
Reconciliation Agreement and the Conveyance Agreement, certain ACC Parties are
assuming and agreeing to timely pay, discharge and perform  10


certain
obligations or liabilities arising out of or relating to the ownership or
assumption by the ACC Parties of the ACC Assets, certain obligations under the
Shared Contracts listed in Schedule 3.1(Shared Contracts to be
assigned in whole or in part by the TelCove Parties) to the Asset
Reconciliation Agreement, the ACC Acquired Assets, the ACC Assumed Contracts
and the ACC Assumed Liabilities, but only to the extent such obligations or
liabilities are attributable to periods after the Closing Date unless expressly
set forth in the Asset Reconciliation Agreement or the Conveyance
Agreement.  All obligations or
liabilities of the TelCove Parties or their Affiliates of whatever kind or
nature that are not expressly assumed by the ACC Parties in the Asset
Reconciliation Agreement or the Conveyance Agreement comprise non-assumed
liabilities and shall remain and be the obligations and liabilities solely of
the TelCove Parties or their Affiliates (the Non-Assumed TelCove
Liabilities).  The Non-Assumed
TelCove Liabilities shall specifically include: (i) the TelCove Cure
Amounts, (ii) all Liabilities of the TelCove Parties or their Affiliates
arising out of or relating to any Proceedings, Orders or non-compliance with
Law, (iii) all Taxes of any of the TelCove Parties or their Affiliates
(subject to the terms of Sections 4.5(a) and 4.6), and (iv) all
expenses and fees payable by any of the TelCove Parties or their Affiliates
under Section 4.12(d), 4.17(f) or 9.1.  All Non-Assumed TelCove Liabilities shall
remain and be the obligations and Liabilities solely of the TelCove Parties and
their Affiliates, and shall be performed and discharged by the TelCove Parties
and their Affiliates.  (b)           Obligations
and Liabilities Assumed by TelCove and Non Assumed ACC Liabilities.  Pursuant to the terms of the Asset
Reconciliation Agreement and the Conveyance Agreement, certain TelCove Parties
are assuming and agreeing to timely pay, discharge and perform certain
obligations or liabilities arising out of or relating to the ownership or
assumption by the TelCove Parties of the TelCove Assets, certain obligations
under the Shared Contracts listed in Schedule 3.2(Shared Contracts
to be assigned in whole or in part by the ACC Parties) to the Asset
Reconciliation Agreement, the TelCove Acquired Assets, the TelCove Assumed
Contracts and the TelCove Assumed Liabilities, but only to the extent such
obligations or liabilities are attributable to periods after the Closing Date
unless expressly set forth in the Asset Reconciliation Agreement or the
Conveyance Agreement.  All obligations or
liabilities of the ACC Parties or their Affiliates of whatever kind or nature
that are not expressly assumed by the TelCove Parties in the Asset Reconciliation
Agreement or the Conveyance Agreement comprise non-assumed liabilities and
shall remain and be the obligations and liabilities solely of the ACC Parties
or their Affiliates (the Non-Assumed ACC Liabilities).  The Non-Assumed ACC Liabilities shall specifically
include: (i) the ACC Cure Amounts, (ii) all Liabilities of the ACC
Parties or their Affiliates arising out of or relating to any Proceedings,
Orders or non-compliance with Law, (iii) all Taxes of any of the ACC
Parties or their Affiliates (subject to the terms of Sections 4.5(a) and
4.6), and (iv) all expenses and fees payable by any of the ACC Parties or
their Affiliates under Section 4.12(d), 4.17(f) or 9.1.  All Non-Assumed ACC Liabilities shall remain
and be the obligations and Liabilities solely of the ACC Parties and their
Affiliates, and shall be performed and discharged by the ACC Parties and their
Affiliates.  2.7           Excluded Assets.  Only the ACC Acquired Assets, the ACC Assumed
Contracts, the TelCove Acquired Assets and the TelCove Assumed Contracts listed
on Schedule 2.1(ACC Acquired Assets), 2.2(ACC Assumed
Contracts), 3.1 (TelCove Acquired Assets) or 3.2 (TelCove Assumed
Contracts) to the Conveyance Agreement shall be conveyed or assigned pursuant
to the terms of the Conveyance Agreement. 
Unless specifically listed on Schedule 2.1,  11


2.2,
3.1 or 3.2 to the Conveyance Agreement, no other assets of either
the ACC Parties or the TelCove Parties shall be included in, respectively, the
ACC Acquired Assets, the ACC Assumed Contracts, the TelCove Acquired Assets or
the TelCove Assumed Contracts, and all such other assets of the ACC Parties or
the TelCove Parties shall comprise excluded assets.  ARTICLE III.REPRESENTATIONS AND
WARRANTIES OF THE PARTIES  TelCove, for itself and on behalf of each of the other
TelCove Parties, and ACC, for itself and on behalf of each of the other ACC
Parties, each hereby represents and warrants to the other party as follows
(with the term such party referring to, in the case of ACCs representations
and warranties in this Article III, to each of the ACC Parties, and, in
the case of TelCoves representations and warranties in this Article III,
to each of the TelCove Parties):  3.1           Existence,
Good Standing and Power.  Such party
is a corporation validly existing and in good standing under the laws of the
State of its incorporation, and has all requisite power and authority to own,
lease and operate its assets, including both the assets to be validated
hereunder and the Acquired Assets to be conveyed to the other party
hereunder.  Subject to entry of the
Settlement Approval Order and any other Order granting Consent which may be
necessary from the FCC or a State PUC or other Governmental Entity, such party
has all requisite power and authority to execute and deliver this Master
Agreement, the Reciprocal Annex Agreements to which it is a party, and the
other documents and instruments to be executed and delivered to perform its
obligations hereunder and thereunder. 
Such party is duly authorized to transact business as a foreign
corporation, partnership or other legal entity, and is in good standing, in the
states in which the Acquired Assets are located and the Assumed Contracts are
performed.  3.2           Authority.  The execution, delivery and performance of
this Master Agreement, and the Reciprocal Annex Agreements to which it is a
party, and the consummation by it of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action on the part
of such party.  3.3           Executionand Binding Effect.  This Master
Agreement has been, and the Reciprocal Annex Agreements to which it is a party
when delivered pursuant to Section 4.10(b) shall be, duly and validly
executed and delivered by such party and, following the entering of the
Settlement Approval Order, this Master Agreement, and the Reciprocal Annex
Agreements to which it is a party following execution and delivery thereof by
such party and the transactions contemplated herein and therein shall
constitute, a valid and legally binding obligation of such party enforceable
against such party in accordance with its respective terms.  (a)           For each ACC Party:  Pursuant to the terms and conditions set
forth in Section 4.10(b), each of the Reciprocal Annex Agreements shall be
duly executed by all ACC Parties necessary for ACC and its Affiliates to
perform fully their obligations thereunder. 
Each of the ACC Parties (other than ACC) is an Affiliate of ACC.  The Reciprocal Annex Agreements shall take effect
at Closing.  (b)           For each TelCove Party:  Pursuant to the terms and conditions set
forth in Section 4.10(b), each of the Reciprocal Annex Agreements shall be
duly executed by all TelCove Parties necessary for TelCove and its Affiliates
to perform fully their obligations thereunder.  12


Each of the
TelCove Parties (other than TelCove) is an Affiliate of TelCove.  The Reciprocal Annex Agreements shall take
effect at Closing.  3.4           No Violation. 
Except as disclosed in Exhibit 3.4A (with respect to the ACC
Parties) and Exhibit 3.4B (with respect to the TelCove Parties), subject
to the receipt of the Consents listed in Exhibit 3.5A and Exhibit
3.5B, and subject to entry of the Settlement Approval Order, the execution,
delivery and performance by such party of this Master Agreement, and the
Reciprocal Annex Agreements to which it is a party, and the transactions
contemplated hereby, do not and will not conflict with or result in, with or
without the giving of notice or lapse of time or both, any violation of or
constitute a breach or default, or give rise to any right of acceleration,
payment, amendment, cancellation or termination, under (a) the certificate
of incorporation or bylaws of such party or any resolution adopted by the board
of directors of such party and not rescinded, (b) any material agreement
or other instrument to which such party is a party or by which such party or
any of its respective properties or assets is bound, (c) any Order to
which such party is bound or subject, (d) any Law, franchise, license or
permit of any Governmental Entity applicable to such party or any of its
respective properties or assets, or (e) except as provided for herein,
result in the imposition or creation of any Lien upon or with respect to any of
the assets to be assigned or transferred by it to another party pursuant
hereto.  3.5           Third-Party Consents.  (a)           For each ACC Party:  Except for (i) clearance under the
provisions of the HSR Act, if applicable, (ii) the Settlement Approval
Order, (iii) Board Approval, (iv) the ACC DIP Lenders Consent and
(v) any other Consents listed on Exhibit 3.5A hereto, the
execution, delivery and performance by each ACC Party of this Master Agreement,
the Reciprocal Annex Agreements to which such ACC Party is a signatory, and the
transactions contemplated hereby and thereby do not require any Consent.  Exhibit 3.5A specifies those
Consents that are required by each ACC Party with respect to each Reciprocal
Annex Agreement to which it is a party.  (b)           For each TelCove Party:  Except for (i) clearance under the
provisions of the HSR Act, if applicable, (ii) the Settlement Approval
Order, (iii) Board Approval, (iv) the Beal Consent and (v) any
other Consents listed on Exhibit 3.5B hereto, the execution,
delivery and performance by each TelCove Party of this Master Agreement, the
Reciprocal Annex Agreements to which such TelCove Party is a signatory, and the
transactions contemplated hereby and thereby do not require any Consent.  Exhibit 3.5B specifies those
Consents that are required by each TelCove Party with respect to each
Reciprocal Annex Agreement to which it is a party.  3.6           Brokers and Finders.  Such party has not engaged any broker or
other similar agent in connection with the matters contemplated by this Master
Agreement or the Reciprocal Annex Agreements.  3.7           Litigation.Excluding the
TelCove Cases and the ACC Cases and other Proceedings connected thereto, and
certain Proceedings initiated by the Securities Exchange Commission and the
Department of Justice, to the best of such partys knowledge, there are no
Proceedings or Orders pending or threatened against or affecting such party or
relating to the  13


operation of
such partys business, at law or in equity, before any Governmental Entity that
might reasonably be expected to (i) result in substantial and material
impairment or loss of such partys title to any assets to be transferred to
another party pursuant hereto, (ii) impede the operation of the Acquired Assets
in any material respect, or (iii) materially hinder or impede the
consummation of the transactions contemplated by this Master Agreement, or its
performance of its obligations under the Reciprocal Annex Agreements to which
it is a party.  3.8           Title to Assets.  (a)           For each ACC Party:  ACC or one of the other ACC Parties has good
and marketable title to, and the power and authority (subject to the Settlement
Approval Order) to transfer and assign, all TelCove Acquired Assets and TelCove
Assumed Contracts, free and clear of all Liens or Liabilities, subject to
payment by a TelCove Party of the TelCove Assumed Liabilities and the payment
by ACC or one of its Affiliates of the ACC Cure Amounts.  (b)           For each TelCove Party:  TelCove or one of the other TelCove Parties
has good and marketable title to, and the power and authority (subject to the
Settlement Approval Order) to transfer and assign, all ACC Acquired Assets and
ACC Assumed Contracts, free and clear of all Liens or Liabilities, subject to
payment by an ACC Party of the ACC Assumed Liabilities and the payment by
TelCove or one of its Affiliates of the TelCove Cure Amounts.  ARTICLE IV. COVENANTS
OF THE PARTIES  4.1           Public Announcements.  Prior to the Closing, without the prior
consent of the other party, which consent shall not be unreasonably withheld,
no party shall issue a press release or otherwise make any public statements
with respect to the transactions contemplated hereby, except as may be required
by Law, by obligations pursuant to any listing agreement with any national
securities exchange or over-the-counter market or with respect to filings to be
made with the Bankruptcy Court in connection with this Master Agreement, the
Reciprocal Annex Agreements or the transactions contemplated hereby or thereby
(in which case the party required to make such public statement shall give the
other party reasonable prior notice before making such public statement).  4.2           Reasonable Efforts.  Each of the parties hereto shall use reasonable,
good faith efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other party hereto in
doing, all things necessary, proper or advisable under applicable Law to ensure
that the conditions set forth in Article V of this Master Agreement are
satisfied and to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Master Agreement.  Without limiting the generality of the foregoing,
the parties hereto shall furnish to each other such necessary information and
reasonable assistance, as each may request in connection with the preparation
and filing of applications and motion papers, including the Settlement Motion
needed to obtain Bankruptcy Court approval of the transactions contemplated by
this Master Agreement and the Reciprocal Annex Agreements, and shall execute
any additional instruments necessary to consummate the transactions
contemplated hereby.  14


4.3           Notification of Certain Matters.  Each party shall give prompt notice to the
other party of (i) any notice or other communication from any Third Party
alleging that the consent of such Third Party is or may be required in connection
with the transactions contemplated by this Master Agreement and the Reciprocal
Annex Agreements, (ii) any written objection or Proceeding that challenges
the transactions contemplated hereby or by the Reciprocal Annex Agreements or
the entry of the Scheduling Order or the Settlement Approval Order, and (iii)
any Orders from the Bankruptcy Court that could reasonably be expected to cause
an ACC Material Adverse Effect or a TelCove Material Adverse Effect; provided, however, that
the foregoing notice requirements shall exclude any objections, Proceedings or
Orders that the other party would reasonably have been expected to receive as a
party to the ACC Cases and the TelCove Cases.  4.4           Further Agreements.  (a)           TelCove
authorizes and empowers ACC on and after the Closing Date to receive and to
open all mail received by ACC relating to the ACC Assets, the ACC Acquired
Assets, the ACC Assumed Contracts and the ACC Assumed Liabilities, and to deal
with the contents of such communications in any proper manner, provided, however, that
ACC shall promptly remit to TelCove any cash, checks or other instruments of
payment in respect of the ACC Acquired Assets or the ACC Assumed Contracts for
periods ending on or before the Closing Date; and TelCove shall promptly deliver
to ACC any mail or other communication received by TelCove after the Closing
Date pertaining to the foregoing matters except that it may retain any cash,
checks or other instruments of payment in respect of the ACC Acquired Assets or
the ACC Assumed Contracts for periods ending on or before the Closing
Date.  ACC shall promptly deliver to
TelCove any mail or other communication addressed to TelCove but received by
ACC after the Closing Date which it is not authorized to receive and open
pursuant to the preceding sentence.  From
and after the Closing Date, TelCove shall refer to ACC all inquiries with
respect to the ACC Assets, the ACC Acquired Assets, the ACC Assumed Contracts
and the ACC Assumed Liabilities.  (b)           ACC
authorizes and empowers TelCove on and after the Closing Date to receive and to
open all mail received by TelCove relating to the TelCove Assets, the TelCove
Acquired Assets, the TelCove Assumed Contracts and the TelCove Assumed
Liabilities, and to deal with the contents of such communications in any proper
manner, provided, however,
that TelCove shall promptly remit to ACC any cash, checks or other instruments
of payment in respect of the TelCove Acquired Assets or the TelCove Assumed
Contracts for periods ending on or before the Closing Date; and ACC shall
promptly deliver to TelCove any mail or other communication received by ACC
after the Closing Date pertaining to the foregoing matters except that it may
retain any cash, checks or other instruments of payment in respect of the
TelCove Acquired Assets or the TelCove Assumed Contracts for periods ending on
or before the Closing Date.  TelCove
shall promptly deliver to ACC any mail or other communication addressed to ACC
but received by TelCove after the Closing Date which it is not authorized to
receive and open pursuant to the preceding sentence.  From and after the Closing Date, ACC shall
refer to TelCove all inquiries with respect to the TelCove Assets, the TelCove
Acquired Assets, the TelCove Assumed Contracts and the TelCove Assumed Liabilities.  15


4.5           Payment of Transfer Taxes and Tax
Filings.  (a)           Each
party shall request that the Bankruptcy Court rule that the transactions
contemplated in this Master Agreement, and the Reciprocal Annex Agreements, are
exempt from payment of Transfer Taxes. 
If the Bankruptcy Court denies such request, all Transfer Taxes arising
out of the transfer of the Acquired Assets and any Transfer Taxes required to
effect any recording or filing with respect thereto, and any Transfer Taxes
arising out of the actions described in Sections 2.1, 2.2 and 3.1 of the
Asset Reconciliation Agreement and any Transfer Taxes required to effect any
recording or filing with respect thereto, shall be borne one-half by ACC and one-half
by TelCove.  The Transfer Taxes shall be
calculated at Closing assuming that no exemption from Transfer Taxes is
available, except to the extent provided in the Settlement Approval Order or to
the extent that either party has provided an appropriate resale exemption
certificate or other evidence acceptable to the other party of exemption from
Transfer Taxes.  The calculation of
Transfer Taxes described in the preceding sentence shall be based on returns or
other filings relating to such Transfer Taxes, all of which shall be prepared
and agreed to before the Closing.  ACC
and TelCove shall cooperate to timely prepare before filing and timely file any
such returns or other filings relating to such Transfer Taxes, including any
claim for exemption or exclusion from the application or imposition of any
Transfer Taxes, for which purpose the parties shall prepare and deliver such
certificates as are required by relevant taxing authorities, if any, that are
reasonably necessary to support, in good faith, any claimed exemption from the
imposition of Transfer Taxes.  (b)           Each
party shall furnish or cause to be furnished to the other party, upon request,
as promptly as practicable, such information and assistance relating to the
Acquired Assets, the Assumed Contracts and the Assumed Liabilities as is
reasonably necessary for the preparation and filing of all Tax returns,
including any claim for exemption or exclusion from the application or
imposition of any Taxes or making of any election related to Taxes, the preparation
for any audit by any taxing authority and the prosecution or defense of any
claim, suit or proceeding relating to any Tax return.  Each party acknowledges and agrees that any
such information furnished for such purposes may be disclosed by the other
party to any such taxing authority as required by applicable Law or Order of a
Governmental Entity or in any Proceedings relating thereto, subject to any
express written limitations that the parties may jointly put into effect with
respect thereto.  4.6           Proration of Taxes, Refunds and Certain
Charges.  (a)           Except
as provided in Section 4.6, all real property Taxes, personal property Taxes or
similar ad valorem obligations levied with
respect to the Acquired Assets, or refunds with respect thereto, for any
taxable period that includes, but does not begin on, the Closing Date, whether
imposed or assessed before or after the Closing Date, shall be prorated between
ACC and TelCove as of 11:59 PM on the Closing Date based on the number of
days before and including the Closing Date and the number of days after the
Closing Date in the period to which such payment or refund relates.  If any Taxes subject to proration are paid by
one party, the proportionate amount of such Taxes (or if a refund of any
portion of such Taxes previously paid is received, the proportionate amount of
such refund) shall be paid by (or to) the other party promptly after the
payment of such Taxes (or the receipt of such refund).  16


(b)           Installments
of special assessments or other charges on or with respect to the Acquired
Assets for any period in which the Closing occurs, including all municipal,
utility or authority charges for water, sewer, electric or gas charges, garbage
or waste removal, and cost of fuel, shall be prorated and each party shall pay
its proportionate share promptly upon the receipt of any bill, statement or
other charge with respect thereto.  If
such charges or rates are assessed either based upon time or for a specified period,
such charges or rates shall be prorated as of 11:59 PM on the Closing
Date.  If such charges or rates are
assessed based upon usage of utility or similar services, such charges shall be
prorated based upon meter readings taken on the Closing Date.  (c)           Refunds and Reimbursements.  (i)            All
refunds, reimbursements, installments of license fees or other use-related
revenue receivable by any party to the extent attributable to the operation of
the TelCove Acquired Assets for any period in which the Closing occurs shall be
prorated so that ACC shall be entitled to that portion of any such installment
applicable to the period up to but not including the Closing Date and TelCove
shall be entitled to that portion of any such installment applicable to any period
from and after the Closing Date, and if either party receives any such payments
after the Closing Date, it shall promptly remit to the other party its share of
such payments.  (ii)           All
refunds, reimbursements, installments of license fees or other use-related
revenue receivable by any party to the extent attributable to the operation of
the ACC Acquired Assets for any period in which the Closing occurs shall be
prorated so that TelCove shall be entitled to that portion of any such
installment applicable to the period up to but not including the Closing Date
and ACC shall be entitled to that portion of any such installment applicable to
any period from and after the Closing Date, and if either party receives any
such payments after the Closing Date, it shall promptly remit to the other
party its share of such payments.  (d)           The
prorations pursuant to this Section 4.6 may be calculated after the Closing
Date, as each item to be prorated (including any such Tax, obligation,
assessment, charge, refund, reimbursement, fee or revenue) accrues or comes
due.  Each proration shall be calculated
not later than thirty (30) days after the parties obtain all information
required to calculate such proration.  4.7           HSR
Act.  Each party, if and as
necessary, shall make an appropriate filing of a notification and report form
pursuant to the HSR Act with respect to the transactions contemplated hereby
within ten (10) Business Days after the Disclosure Approval Date and to supply
promptly any additional information and documentary material that may be
requested pursuant to the HSR Act.  In
addition, each party shall promptly make any other filing that may be required
under any other antitrust law or by any antitrust authority.  All such filings shall comply in all material
respects with the requirements of the respective laws or regulations pursuant
to which they are filed.  Each party
shall bear its respective filing fees associated with any HSR Act filings.  17


4.8           Bulk
Sales.  Each of the parties
hereto waives compliance with any applicable provisions of the Uniform
Commercial Code Article 6 (Bulk Sales or Bulk Transfers) or analogous
provisions of Law, as adopted in the states in which the Acquired Assets and
Assumed Contracts are located as such provisions may apply to the transactions
contemplated by this Master Agreement and the Reciprocal Annex Agreements.  4.9           Settlement Motion.  (a)           Within
ten (10) Business Days after the execution and delivery of this Master
Agreement by the parties hereto, the parties shall file the Settlement Motion,
in form and substance reasonably satisfactory to both parties, seeking entry of
the Scheduling Order and the Settlement Approval Order.  (b)           Both
parties shall propose and submit to the Bankruptcy Court the Scheduling Order,
in form and substance reasonably satisfactory to each party, that
(i) schedules the Settlement Hearing and deadlines for filing and service
of objections and responses to the relief requested in the Settlement Motion,
and (ii) approves the form, manner and sufficiency of notice of the
Settlement Motion and Settlement Hearing to be given and published in a manner
reasonably acceptable to both parties. The parties shall request the Bankruptcy
Court to waive the ten (10) day notice of appeal period under Rule 6004 (g).  (c)           The
parties shall propose and submit to the Bankruptcy Court a motion for the
Settlement Approval Order, which shall:  (i)            approve
this Master Agreement, the Reciprocal Annex Agreements, and any remaining agreements
comprising the Settlement, which shall be annexed to the Motion in
substantially final form (except for the Exhibits and Schedules which shall not
be finalized and ready for filing until the Disclosure Approval Date), as
agreed to by the parties, and all of the terms and conditions hereof and
thereof, and approve and authorize the parties to consummate the transactions
contemplated hereby and thereby;  (ii)           approve
the validation of the ACC Assets and TelCove Assets pursuant to the Asset
Reconciliation Agreement;  (iii)          provide
that the ACC Acquired Assets shall be transferred to the ACC Parties free and
clear of all Liens and Liabilities, subject to payment by the TelCove Parties
of the TelCove Cure Amounts, and by the ACC Parties of the ACC Assumed
Liabilities;  (iv)          provide
that the TelCove Acquired Assets shall be transferred to the TelCove Parties
free and clear of all Liens and Liabilities, subject to payment by the ACC
Parties of the ACC Cure Amounts, and by the TelCove Parties of the TelCove
Assumed Liabilities;  (v)           find
that TelCove and ACC have acted in good faith within the meaning of
Section 363(m) of the Bankruptcy Code and, as such, are entitled to the
protections afforded thereby;  18


(vi)find
that this Master Agreement and the Reciprocal Annex Agreements were negotiated,
proposed and have been or will be entered into by the parties without
collusion, in good faith and from arms length bargaining positions;  (vii)find
that neither party is acquiring or assuming any of the other partys or any
other Persons Liabilities except as expressly provided in this Master
Agreement or the Reciprocal Annex Agreements;  (viii)find
that all ACC Assumed Contracts shall be assumed by and assigned to the ACC
Parties pursuant to Section 365 of the Bankruptcy Code and, as required by
this Master Agreement and the Conveyance Agreement, that TelCove shall be
obligated to pay all TelCove Cure Amounts in respect thereof, that the ACC
Parties shall have no obligation to pay, or any Liability for, such TelCove
Cure Amounts, and that after payment of all such TelCove Cure Amounts, TelCove
shall have no further Liability under such ACC Assumed Contracts and pursuant
to Section 365(k) of the Bankruptcy Code;  (ix)find
that all TelCove Assumed Contracts shall be assumed by and assigned to the
TelCove Parties pursuant to Section 365 of the Bankruptcy Code and, as
required by this Master Agreement and the Conveyance Agreement, that ACC shall
be obligated to pay all ACC Cure Amounts in respect thereof, that the TelCove
Parties shall have no obligation to pay, or any Liability for, such ACC Cure
Amounts, and that after payment of all such ACC Cure Amounts, ACC shall have no
further Liability under such Assumed Contracts and pursuant to Section 365(k)
of the Bankruptcy Code;  (x)provide
that the Bankruptcy Court shall retain jurisdiction to resolve any controversy
or claim arising out of or relating to this Master Agreement, the Reciprocal
Annex Agreements or the breach hereof; and  (xi)provide
that this Master Agreement, the Reciprocal Annex Agreements, and the
transactions and instruments contemplated hereby shall be specifically
performable and enforceable against and binding upon, and not subject to
rejection or avoidance by, either party or any chapter 7 or chapter 11
trustee of either party and its respective estate.  (d)Both
parties shall cooperate with filing and prosecuting the Settlement Motion and
any appropriate amendments thereto, and obtaining entry of the Scheduling Order
and the Settlement Approval Order, and the parties shall exchange prior to
filing, and as early in advance as is practicable to permit adequate and
reasonable time for each party and its counsel to review and comment, copies of
all proposed pleadings, motions, notices, statements, schedules, applications,
reports and other papers to be filed in connection with the Settlement Motion
and the relief requested therein.  (e)Each
party shall give and publish notice of the Settlement Motion and Settlement
Hearing as required by the Scheduling Order.  4.10Disclosure Exhibits and Schedules.  (a)As
of the date hereof, ACC and TelCove acknowledge that the Exhibits and Schedules
are incomplete and that the parties have not completed their due diligence in  19


connection therewith.  Each party
agrees to provide promptly copies of any agreements or other information that
is required to be provided hereunder or that the other party may reasonably request
in connection with the preparation of the Exhibits and Schedules or the
completion of its due diligence related thereto.  The parties shall in good faith use their
commercially reasonable best efforts to complete their due diligence and the
preparation of the Exhibits and Schedules to the mutual satisfaction of both
parties in accordance with the following timetable:  (i)on
or before December 22, 2003, the Exhibits to this Master Agreement with,
in addition thereto, each party designating (1) its Material Consents for
purposes of Section 5.2(e) or 5.3(e), and (2) its Material New Contracts
for purposes of Section 5.2(f) or 5.3(f); and  (ii)on
or before January 21, 2004, the Schedules to the Reciprocal Annex Agreements.  (b)Upon
the completion of the Exhibits and Schedules to the satisfaction of both
parties, with each party acting in its reasonable discretion, the parties shall
(i) confirm in writing (1) their approval and acceptance of the
Exhibits and Schedules (with the date of such approval by both parties being
referred to as the Disclosure Approval Date), and (2) their
respective representations and warranties in Article III hereof with
regard to the disclosures in those Exhibits, and (ii) together with their
applicable Affiliates, execute and deliver the Reciprocal Annex Agreements
which, according to their terms, shall be effective as of the Closing.  The Exhibits and Schedules, upon approval by
the parties, shall constitute the final Exhibits and Schedules for purposes
of this Master Agreement and the Reciprocal Annex Agreements, subject to
Section 4.10(c) below, and shall be deemed to be a part hereof for all
purposes as of the date of this Agreement.  (c)Between
the Disclosure Approval Date and the Closing Date, the Exhibits and Schedules
shall be subject to modification as mutually agreed to between ACC and TelCove,
subject to Bankruptcy Court approval, if required.  During such period, each party shall give
notice to the other party with respect to any matter arising or any information
obtained which, if existing, occurring or known at or prior to the Disclosure
Approval Date, would have been required to be set forth or described in any
Exhibit or Schedule, or which is necessary to complete or correct any
information in any such Exhibit or Schedule or in any representation and
warranty of the parties which has been rendered inaccurate thereby.  No information in such notices shall modify
or amend any Exhibit or Schedule for any purpose hereunder, including for
determining the satisfaction of the conditions set forth in Article V
hereof, except as agreed to by both ACC and TelCove.  (d)The
parties agree that any failure or inability to complete their due diligence and
prepare the Exhibits and Schedules in accordance with the provisions set forth
in this Section 4.10, are appropriate subject matters for dispute resolution
and arbitration as set forth in Section 9.10.  20


4.11Inspection and Maintenance of
Acquired Assets; Access to Records.  (a)Each
party, as the transferee of Acquired Assets, acknowledges and confirms as of
the date hereof, such party inspected and tested, or had the opportunity and
waived its right to inspect and to test, the Acquired Assets being transferred
thereto pursuant to the Conveyance Agreement, as described in the latest draft
Schedules 2.1 and 3.1 of the Conveyance Agreement exchanged by the parties on
November 19, 2003.  (b)Each
party, as the transferor of Acquired Assets, covenants that during the period
between the date hereof and Closing, such party shall maintain in the ordinary
course of business, consistent with past practices, the Acquired Assets to be
conveyed by such party or its Affiliates pursuant to the Conveyance Agreement.  (c)Between
the date hereof and Closing, except as prohibited by Law, each party, as the
transferor or assignor of Acquired Assets or Assumed Contracts agrees
(i) that it shall grant to the others Representatives reasonable access
during regular business hours to make such investigation of the Acquired
Assets, the Assumed Contracts, the Assumed Liabilities and such partys books
and records related thereto, as such other party reasonably deems necessary or
advisable, to verify that the Acquired Assets are in existence and in working
order (although working order does not mean that the Acquired Assets are
currently in operation or use) prior to the Closing, (ii) that it shall
instruct its employees to cooperate in any such investigation, and
(iii) that it shall keep such books and records in a manner consistent
with past practice and such books and records shall not be destroyed for at
least three years from the entry of the Settlement Approval Order.  (d)From
and after the Closing Date, for at least three years from the entry of the
Settlement Approval Order and subject to obtaining any necessary governmental
consents, each party, as the transferee or assignee of Acquired Assets or
Assumed Contracts and at its sole expense, shall have the right, upon
reasonable prior notice, to inspect and to make copies of any books, records or
other files relating to the Acquired Assets, the Assumed Contracts or the
Assumed Liabilities, to the extent that they pertain to operations prior to the
Closing Date, at any time during regular business hours for any proper purpose,
including in connection with any Third-Party claim in respect of which either
party may have liability hereunder.  4.12FCC, State and Other Governmental Applications.  (a)As
promptly as practicable but no later than the Disclosure Approval Date with
respect to FCC and State PUC or other state agency Consents, and within twenty
(20) Business Days after the Disclosure Approval Date with respect to Consents
of other Governmental Entities, each party shall prepare and deliver to the
other party, its portions of all required applications for approval by the FCC,
State PUCs or other state agencies, and other Governmental Entities, and such
other documents as may be required, with respect to the consummation of the
transactions contemplated hereby and by the Reciprocal Annex Agreements (Governmental
Applications).  As promptly as
practicable thereafter and in any event within five (5) Business Days after the
Disclosure Approval Date with respect to FCC and State PUC or other state agency
Consents, and within twenty-five (25) Business Days after the Disclosure
Approval Date with respect to Consents of other Governmental Entities, the
parties  21


shall file, or cause to be filed, the Governmental Applications.  If the Closing shall not have occurred for
any reason within any applicable consummation period relating to any
Governmental Entitys grant of any Governmental Application, and neither party
has terminated this Master Agreement in accordance with Article VI, the
parties shall jointly request one or more extensions of the consummation period
of such grant.  (b)The
parties shall each use their commercially reasonable efforts to prosecute the
Governmental Applications in good faith and with due diligence before any
Governmental Entity and in connection therewith shall take such action or
actions as may be necessary or reasonably required in connection with the
Governmental Applications, including furnishing to any Governmental Entity any documents,
materials, or other information requested by that body in order to obtain such
Consents as expeditiously as practicable. 
Neither party hereto shall knowingly take, or fail to take, any action
if the intent or reasonably anticipated consequence of such action or failure
to act is, or would be, to cause any Governmental Entity not to grant approval
of any Governmental Application or materially delay either such approval or the
consummation of the transactions contemplated hereby and by the Reciprocal
Annex Agreements.  (c)Each
party shall promptly inform the other of any communication from any
Governmental Entity regarding any of the transactions contemplated by this
Master Agreement and the Reciprocal Annex Agreements.  If any party or Affiliate thereof receives a
request for additional information or documentary material from any such
Governmental Entity with respect to the transactions contemplated by this
Master Agreement and the Reciprocal Annex Agreements, then such party will use
its reasonable efforts to make, or cause to be made, as soon as reasonably
practicable and after consultation with the other party, an appropriate
response in compliance with such request.  (d)Each
of ACC and TelCove shall bear its own expenses in connection with the
preparation and prosecution of the Governmental Applications and the costs of
any franchise or other governmental authorization required to be obtained by
such party in connection with the grant of any of the Governmental Applications
or otherwise required to consummate the Settlement, except that the following
expenses will be borne one-half by ACC and one-half by TelCove: (i) all
filing fees and similar routine charges by a Governmental Entity with respect
to federal or state Governmental Applications; and (ii) all fees and
expenses of a single counsel retained jointly by the parties to prepare and
prosecute any Governmental Application.  4.13Lien
Searches.  (a)Prior
to Closing, TelCove shall provide to ACC copies of UCC, tax, Lien and judgment
searches of the records of all relevant jurisdictions that pertain to the ACC
Assets, the ACC Acquired Assets and the ACC Assumed Contracts, along with
documentation showing disposition of any Liens in a manner reasonably
satisfactory to ACC.  (b)Prior
to Closing, ACC shall provide to TelCove copies of UCC, tax, Lien and judgment
searches of the records of all relevant jurisdictions that pertain to the
TelCove Assets, the TelCove Acquired Assets and the TelCove Assumed Contracts,
along with documentation showing disposition of any Liens in a manner
reasonably satisfactory to TelCove.  22


4.14Taxes.  The parties will use reasonable best efforts
to give notice to all jurisdictions that might reasonably be expected to have
claims in the ACC Cases or the TelCove Cases for Taxes or assessments related
to, based upon or measured by the Acquired Assets, advising such jurisdictions
that the parties are seeking an order of the Bankruptcy Court that the Acquired
Assets would be sold free and clear of all Liens and informing such
jurisdictions of the time and date of the Settlement Hearing.  4.15Maintenance of Business.  (a)Between
the date hereof and the Closing Date, ACC as the respective transferor and
assignor of the TelCove Acquired Assets and the TelCove Assumed Contracts,
shall use its commercially reasonable efforts in the context of the ACC Cases,
to maintain the business related to the TelCove Acquired Assets and the TelCove
Assumed Contracts consistent with industry standards.  ACC shall not take any action which would
reasonably be expected to have a TelCove Material Adverse Effect except as
otherwise may be ordered by the Bankruptcy Court over ACCs objection.  (b)Between
the date hereof and the Closing Date, TelCove as the respective transferor and
assignor of the ACC Acquired Assets and the ACC Assumed Contracts, shall use
its commercially reasonable efforts in the context of the TelCove Cases, to
maintain the business related to the ACC Acquired Assets and the ACC Assumed
Contracts consistent with industry standards. 
TelCove shall not take any action which would reasonably be expected to
have an ACC Material Adverse Effect except as otherwise may be ordered by the
Bankruptcy Court over TelCoves objection.  (c)Between
the date hereof and the Closing Date, ACC will permit, and will cause its
Affiliates to permit, TelCove and TelCoves Affiliates to continue to use the
network assets of ACC and its Affiliates to which this Agreement or the
Reciprocal Annex Agreements relate and to obtain the benefits of the Shared
Contracts of ACC and its Affiliates, in connection with the operation by
TelCove and its Affiliates of their telecommunications network, in
substantially the same manner as on the date of this Master Agreement so long
as such use complies with applicable Law and does not unreasonably interfere
with the operation by ACC and its Affiliates of their telecommunications
network.  Between the date hereof and the
Closing Date, TelCove will permit, and will cause its Affiliates to permit, ACC
and ACCs Affiliates to continue to use the network assets of TelCove and its
Affiliates to which this Agreement or the Reciprocal Annex Agreements relate
and to obtain the benefits of the Shared Contracts of TelCove and its Affiliates,
in connection with the operation by ACC and its Affiliates of their
telecommunications network, in substantially the same manner as on the date of
this Master Agreement so long as such use complies with applicable Law and does
not unreasonably interfere with the operation by TelCove and its Affiliates of
their telecommunications network. 
Notwithstanding the foregoing two sentences, neither party releases the
other party or its Affiliates from any claims, obligations or liabilities for
the payment of rent, compensation, reimbursements or other amounts relating to
such network use, and each party has the right to pursue before the Bankruptcy
Court or otherwise any claims that it has regarding amounts that the other
party and its Affiliates owe for such network use for any period prior to
Closing.  (The parties anticipate that
such claims may be settled as part of any overall settlement of the other
disputes between the parties that are not being addressed by this Master
Agreement.)  23


4.16Execution by ACC and TelCove on
behalf of Affiliates.  ACC shall
cause its Affiliates to comply with the provisions of this Master Agreement as
if they were signatories hereto and included within the terms ACC and ACC
Parties as used herein.  TelCove shall
cause its Affiliates to comply with the provisions of this Master Agreement as
if they were signatories hereto and included within the terms TelCove and
TelCove Parties as used herein.  4.17Consents.  (a)ACC
shall give all notices of this Master Agreement and the Reciprocal Annex
Agreements and the transactions contemplated hereby and thereby to all Persons
to whom notice is required to be given under any TelCove Assumed Contract or
under any other agreement to which any ACC Party is a party.  ACC shall use commercially reasonable
efforts, and TelCove shall assist ACC in all reasonable respects, to obtain all
Consents required to transfer and assign the TelCove Acquired Assets and the
TelCove Assumed Contracts.  (b)TelCove
shall give all notices of this Master Agreement and the Reciprocal Annex
Agreements and the transactions contemplated hereby and thereby to all Persons
to whom notice is required to be given under any ACC Assumed Contract or under
any other agreement to which any TelCove Party is a party.  TelCove shall use commercially reasonable
efforts, and ACC shall assist TelCove in all reasonable respects, to obtain all
Consents required to transfer and assign the ACC Acquired Assets and the ACC
Assumed Contracts.  (c)The
parties acknowledge that, in certain cases, it may not be possible or
practicable to assign an Assumed Contract, either in whole or in part, as
contemplated by this Master Agreement and, in lieu of such assignment, an ACC
Party, in the case of an ACC Assumed Contract or a TelCove Party, in the case
of a TelCove Assumed Contract, may need to enter into a new agreement with a
Third Party pertaining to the subject matter of the Assumed Contract in order
to obtain the benefits of the Assumed Contract to be assigned hereunder.  The parties further acknowledge that, upon
the execution of such new agreement, the applicable ACC Assumed Contract or
TelCove Assumed Contract may be amended to reflect the rights and obligations
transferred to the would-be assignee in such new agreement, or the assigning
party to such ACC Assumed Contract or TelCove Assumed Contract may, instead,
enter into a new agreement to modify the Assumed Contract to account for the
rights and obligations transferred to the would-be assignee.  Where it is not possible or practicable to
assign an Assumed Contract as contemplated by this Master Agreement, the
parties will undertake in good faith to negotiate with the applicable Third
Party one or more new agreements and an amendment to the applicable Assumed
Contract, all as described above.  In
such event, the execution by such Third Party of one or more new agreements, as
described above, with the applicable ACC Party or TelCove Party shall be
treated as a Consent for purposes of this Master Agreement.  Subject to each partys rights to indemnity
under Article VII hereof, (i) ACC will pay all expenses, other than
Non-Assumed TelCove Liabilities, in connection with obtaining any such new
agreement with a Third Party, including any Material New Contract, that ACC
will use for its operations, and (ii) TelCove will pay all expenses, other
than Non-Assumed ACC Liabilities, in connection with obtaining any such new
agreement with a Third Party, including any Material New Contract, that TelCove
will use for its operations.  24


(d)Neither
party will agree to any materially adverse change in any Assumed Contract as a
condition to obtaining any Consent without the consent of the party to which
such Assumed Contract will be assigned. 
Each party will be solely responsible for any consideration given or
promised to Third Parties for resolution of any claims (disputed or undisputed)
that must be settled to obtain any Consent to assign any Assumed Contract, and
the party to which any Assumed Contract will be assigned shall have no
obligation to make any payment to any other party in assisting the other party
in obtaining any Consent to the assignment of such Assumed Contract or to agree
to any materially adverse change in such Assumed Contract, subject, however, to
any Liabilities included in the Assumed Liabilities to be assumed by such
party.  (e)Any
instrument evidencing any Consent shall be reasonably acceptable to ACC and
TelCove.  Each party will furnish the
other party with copies of all correspondence from or to any Person, and notify
the other party of any other communications with any Person, relating to the
obtaining of any Consent (other than privileged communications between such party
and its attorneys).  (f)ACC
will pay all expenses in connection with obtaining any Consent to the
assignment of any TelCove Assumed Contract, and TelCove will pay all expenses
in connection with obtaining any Consent to the assignment of any ACC Assumed Contract.  4.18No Continuation of Business.  TelCove and ACC each confirms that its
business is not a continuation of, nor is it related to, the business of the
other, and each party covenants that it will not, in any way, represent that
its business is a continuation of or related to the business of the other
party.  ARTICLE V. CONDITIONS TO OBLIGATIONS
OF THE PARTIES  5.1Conditions Precedent to Obligations
of the Parties.  The respective
obligations of ACC and TelCove to consummate the transactions contemplated by
this Master Agreement shall be subject to the satisfaction at or prior to the
Closing of each of the following conditions:  (a)No
Injunction.  No preliminary or
permanent injunction or other Order issued by any Governmental Entity nor any
Law or Order promulgated or enacted by any Governmental Entity shall be in
effect or pending that restrains, enjoins or otherwise prohibits the
transactions contemplated hereby.  (b)The
Settlement Approval Order.  The
Bankruptcy Court shall have entered the Settlement Approval Order, which shall
fulfill the requirements set forth in Section 4.9(c) and otherwise be in
form and substance mutually acceptable to ACC and TelCove.  (c)HSR
Act.  Any applicable waiting period
under the HSR Act, if required, shall have expired or shall have been earlier
terminated.  (d)Board
Approval.  Each of TelCove and ACC
shall have obtained Board Approval.  25


(e)Beal
Consent.  TelCove shall have obtained
the Beal Consent, which shall not be subject to the satisfaction of any
condition that has not been satisfied or waived and which shall be in full
force and effect.  (f)ACC
DIP Lenders Consent.  ACC shall have
obtained the ACC DIP Lenders Consent, which shall not be subject to the
satisfaction of any condition that has not been satisfied or waived and which
shall be in full force and effect.  5.2Conditions Precedent to Obligations
of ACC.  The obligation of ACC to
consummate the transactions contemplated by this Master Agreement is subject to
the satisfaction (or waiver by ACC) at or prior to the Closing of each of the
following additional conditions:  (a)Accuracy
of Representations and Warranties. 
The representations and warranties of the TelCove Parties contained
herein or in the Reciprocal Annex Agreements shall be true in all material
respects on the date hereof and on and as of the Closing Date, with the same
force and effect as though such representations and warranties had been made on
and as of the Closing Date.  (b)Performance
of Master Agreement  The TelCove
Parties shall have, in all material respects, performed and complied with all
covenants, conditions, obligations and agreements contained in this Master
Agreement required to be performed or complied with by it prior to the Closing.  (c)Officers
Certificate.  ACC shall have received
a certificate of an authorized officer of TelCove, dated the Closing Date, to
the effect that the conditions specified in Sections 5.2(a) and (b) above have
been fulfilled.  (d)Deliveries.  The TelCove Parties shall have made or stand
willing to make the deliveries specified in Section 2.3(b)(i).  (e)Other
Consents and Approvals.  All Material
Consents designated by ACC shall (i) have been obtained, made or given in
form and substance reasonably acceptable to ACC, and (ii) be in full force
and effect, except for any Material Consents that are not required due to the
entry by the Bankruptcy Court of the Settlement Approval Order.  (f)Material
New Contracts.  All Material New
Contracts designated by the ACC Parties shall have been obtained by the ACC
Parties in form and substance reasonably acceptable to ACC and be in full force
and effect.  (g)No
ACC Material Adverse Effect.  Between
the date hereof and Closing, there shall not have been any development, change
or effect which constitutes or has resulted in, or that could reasonably be
expected to result in, an ACC Material Adverse Effect.  5.3Conditions Precedent toObligations of
TelCove.  The obligation of TelCove
to consummate the transactions contemplated by this Master Agreement is subject
to the satisfaction (or waiver by TelCove) at or prior to the Closing of each
of the following additional conditions:  26


(a)Accuracy
of Representations and Warranties. 
The representations and warranties of the ACC Parties contained herein
or in the Reciprocal Annex Agreements shall be true in all material respects on
the date hereof and on and as of the Closing Date, with the same force and effect
as though such representations and warranties had been made on and as of the
Closing Date.  (b)Performance
of Master Agreement.  The ACC Parties
shall have, in all material respects, performed and complied with all
covenants, conditions, obligations and agreements contained in this Master
Agreement required to be performed or complied with by it prior to the Closing.  (c)Officers
Certificate.  TelCove shall have
received a certificate of an authorized officer of ACC, dated the Closing Date,
to the effect that the conditions specified in Sections 5.3 (a) and (b) above
have been fulfilled.  (d)Deliveries.  The ACC Parties shall have made or stand
willing to make all of the deliveries specified in Section 2.3(b)(ii).  (e)Other
Consents and Approvals.  All Material
Consents designated by TelCove shall (i) have been obtained, made or given
in form and substance reasonably acceptable to TelCove, and (ii) be in
full force and effect, except for any Material Consents that are not required
due to the entry by the Bankruptcy Court of the Settlement Approval Order.  (f)Material
New Contracts.  All Material New
Contracts designated by the TelCove Parties shall have been obtained by the
TelCove Parties in form and substance reasonably acceptable to TelCove and be
in full force and effect.  (g)No
TelCove Material Adverse Effect. 
Between the date hereof and Closing, there shall not have been any
development, change or effect which constitutes or has resulted in, or that
could reasonably be expected to result in a TelCove Material Adverse Effect.  ARTICLE VI. TERMINATION  6.1Termination of Master Agreement.  This Master Agreement may be terminated and
the transactions contemplated hereby abandoned at any time prior to the
Closing:  (a)By
mutual written consent of ACC and TelCove;  (b)Subject
to the obligations of the parties, if any, pursuant to Section 9.7, by either
party, upon written notice to the other party, if any Law makes the
consummation of the transactions contemplated hereby illegal or otherwise
prohibited or if consummation of the transactions contemplated hereby would
violate any non-appealable final Order of any Governmental Entity having
competent jurisdiction;  (c)By
either party, upon written notice to the other party, if the Bankruptcy Court
issues an Order denying the Settlement Motion and such Order is not appealed or
has been affirmed on appeal and has become a final and non-appealable;  27


(d)By
either party, upon written notice to the other party, if such terminating party
is not then in material default under this Master Agreement and the other party
is in material default under this Master Agreement and has failed to cure such
default in accordance with the terms of Section 6.2(a) below;  (e)By
either party, upon written notice to the other party, if such terminating party
is not then in material default under this Master Agreement, if on the date on
which the Closing is required to take place pursuant to Section 2.3(a) subject
to Section 6.2(b), any of the conditions precedent to the obligations of
the terminating party set forth in this Master Agreement has not been satisfied
by the other party or waived in writing by the terminating party; or  (f)By
either party, upon written notice to the other party, if such terminating party
is not then in material default under this Master Agreement, if the Closing has
not occurred on or before June 21, 2004, and neither party has demanded
arbitration of a Dispute in accordance with Section 9.10(a)(i).  6.2Opportunity to Cure Material
Defaults or Unsatisfied Conditions.  (a)If
a party is in material default under this Master Agreement, then the other
party, upon obtaining knowledge of such default, shall provide, in accordance
with the terms hereof, written notice specifying in reasonable detail the
nature of such default, whereupon the party in default shall have the
applicable Cure Period to effect the cure of such default.  (b)If
upon a scheduled Closing Date any of the conditions precedent to the
obligations of either ACC or TelCove set forth in Article V shall not have
been materially satisfied, and the party entitled to the benefit of such
condition is unwilling to waive the satisfaction of such unsatisfied condition,
then such party, upon the written request of the other party, shall promptly
provide the other party with written notice specifying in reasonable detail the
nature of such unsatisfied condition, whereupon the other party shall have the
applicable Cure Period to effect the satisfaction of such unsatisfied
condition, and Closing shall be postponed until a Business Day agreed to by the
parties, which date shall be on or prior to the earlier of (i) the fifth
(5) Business Day after the end of the Cure Period, or (ii) the drop-dead
date specified in Section 6.1(f) above. 
If each condition to Closing in Article V is not satisfied (or
waived in writing by the party entitled to the benefit thereof) in all material
respects on the rescheduled Closing Date, then Closing may be again postponed
pursuant to the terms of this Section 6.2(b), provided,
however, that the Closing shall not be
postponed to a date later than the drop-dead date and if Closing shall not
have occurred prior to or on such date, each party shall be entitled to
exercise its rights under Section 6.1 with this Section 6.2 having no
further effect.  (c)The
applicable Cure Period shall be thirty (30) calendar days after such
curing party receives notice from the other party describing such material
default or unsatisfied condition, provided, however, that if such default or condition cannot reasonably
be cured within such thirty (30) day period, if the curing party shall
promptly commence such cure and shall thereafter diligently prosecute such cure
to completion, the period for curing such default or condition shall be
extended until the earlier of (i) the completion of such cure, or (ii) the
drop-dead date specified in Section 6.1(f) above.  28


6.3Consequences in Event of Termination.  In the event of any termination of this
Master Agreement pursuant to Section 6.1, this Master Agreement shall forthwith
become wholly void and of no further force and effect, and there shall be no
liability on the part of either party, except that:  (a)The
obligations of ACC and TelCove under Section 4.12(d) (Expenses Relating to
Governmental Applications), Section 4.17(f) (Expenses Relating to Consents),
Article VIII (Confidentiality) and Article IX (Miscellaneous) shall remain in
full force and effect.  (b)If
this Master Agreement is terminated pursuant to Section 6.1 as a result of any
material default under this Master Agreement by either party (the Defaulting
Party), the Defaulting Party shall be liable to the other party for any
costs, expenses or damages incurred by the other party as a result of such
default.  ARTICLE VII.INDEMNIFICATION  7.1Survival.  All representations and warranties of the ACC
Parties and the TelCove Parties contained in this Master Agreement, the Reciprocal
Annex Agreements, or in the certificates delivered pursuant to
Sections 5.2(c) or 5.3(c) shall survive the Closing.  The covenants of the ACC Parties and the
TelCove Parties contained in this Master Agreement or the Reciprocal Annex
Agreements shall survive the Closing in accordance with their terms.  7.2Indemnification.  (a)Subject
to Sections 7.3, 7.4 and 7.5, following the Closing, the ACC Parties shall
indemnify and hold each of the TelCove Parties and their Representatives
harmless against and in respect of any loss, damage, claim, or liability, of
any nature or kind, including all costs and expenses relating thereto,
including interest, penalties and reasonable attorneys fees (collectively Damages),
arising out of, resulting from or relating to:  (i)any
Non-Assumed ACC Liabilities;  (ii)any
ACC Assumed Liabilities set forth in the Conveyance Agreement and any other
obligations or liabilities of the TelCove Parties described in
Section 2.6(a) hereof that are expressly assumed by the ACC Parties
pursuant to the Asset Reconciliation Agreement or the Conveyance Agreement;  (iii)any
breach by any of the ACC Parties of its covenants set forth herein or in the
Asset Reconciliation Agreement or Conveyance Agreement;  (iv)any
failure of the TelCove Acquired Assets to comply with any provision of Law or
the terms of any applicable TelCove Assumed Contract prior to or on the Closing
Date;  (v)any
breach by any of the ACC Parties of its representations or warranties set forth
herein or in the Asset Reconciliation Agreement, the Conveyance Agreement or
the certificate delivered by ACC pursuant to Section 5.3(c); or  29


(vi)any
claim by any Governmental Entity or other Third Party that any TelCove Party
(or any Affiliate thereof) is liable to such Governmental Entity or Third Party
under any Law, license, permit, franchise, lease or other contract for the
payment of any amounts or other Liabilities arising from the use by any ACC
Party of such TelCove Partys assets during the period March 27, 2002
through the Closing Date; provided that
such ACC Party shall not have already paid such Governmental Entity or Third
Party or reimbursed such TelCove Party for such claimed amount or Liability.  (b)Subject
to Sections 7.3, 7.4 and 7.5, following the Closing, the TelCove Parties
shall indemnify and hold each of the ACC Parties and their Representatives
harmless against and in respect of any Damages, arising out of, resulting from
or relating to:  (i)any
Non-Assumed TelCove Liabilities;  (ii)any
TelCove Assumed Liabilities set forth in the Conveyance Agreement and any other
obligations or liabilities of the ACC Parties described in Section 2.6(b)
hereof that are expressly assumed by the TelCove Parties pursuant to the Asset
Reconciliation Agreement or the Conveyance Agreement;  (iii)any
breach by any of the TelCove Parties of its covenants set forth herein or in
the Asset Reconciliation Agreement or Conveyance Agreement;  (iv)any
failure of the ACC Acquired Assets to comply with any provision of Law or the
terms of any applicable ACC Assumed Contract prior to or on the Closing Date;  (v)any
breach by any of the TelCove Parties of its representations or warranties set
forth herein or in the Asset Reconciliation Agreement, the Conveyance Agreement
or the certificate delivered by TelCove pursuant to Section 5.2(c); or  (vi)any
claim by any Governmental Entity or other Third Party that any ACC Party (or
any Affiliate thereof) is liable to such Governmental Entity or Third Party
under any Law, license, permit, franchise, lease or other contract for the
payment of any amounts or other Liabilities arising from the use by any TelCove
Party of such ACC Partys assets during the period March 27, 2002 through
the Closing Date; provided that such TelCove Party
shall not have already paid such Governmental Entity or Third Party or
reimbursed such ACC Party for such claimed amount or Liability.  7.3Procedures for Indemnification.  (a)Any
Person (the Indemnified Party) may assert a claim for indemnification
under Section 7.2 (a) or (b), as the case may be, by providing written notice
(the Notice) to the party from which indemnification is sought (the Indemnifying
Party), stating the amount of Damages, if known, and the nature and basis
of such claim.  (b)In
the case of Damages that arise or may arise by reason of any Third-Party claim,
promptly after receipt by an Indemnified Party of written notice of the
assertion of any claim or the commencement of any action with respect to any
matter in respect of which  30


indemnification may be sought hereunder, the Indemnified Party shall
give Notice to the Indemnifying Party and shall thereafter keep the
Indemnifying Party reasonably informed with respect thereto, provided that
failure of the Indemnified Party to give the Indemnifying Party prompt notice
as provided herein shall not relieve the Indemnifying Party of any of its
obligations hereunder, except to the extent that the Indemnifying Party is
materially prejudiced by such failure. 
In case any such claim is made or action is brought against any
Indemnified Party, the Indemnifying Party shall be entitled to assume the
defense thereof, by written notice to the Indemnified Party within thirty (30)
days after receipt of the Notice stating its intent to do so and acknowledging
its potential liability to the Indemnified Party hereunder.  If the Indemnifying Party assumes the defense
of such claim or action, it shall have the right to settle such claim or
action; provided, however,
that it shall not settle such claim or action without the prior written consent
of the Indemnified Party (which consent shall not be unreasonably withheld or
delayed) if such settlement (i) does not include as an unconditional term
thereof the giving by the claimant or the plaintiff of a release of the
Indemnified Party from all liability with respect to such claim or action or
(ii) involves the imposition of equitable remedies or the imposition of
any material obligations on such Indemnified Party other than financial
obligations for which such Indemnified Party will be indemnified
hereunder.  Following delivery of notice
of its intention to assume the defense of any claim or action hereunder, the
Indemnifying Party shall not be liable hereunder for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the
defense thereof; provided, however,
that if the defendants in any action shall include both an Indemnifying Party
and any Indemnified Party and such Indemnified Party shall have reasonably
concluded that counsel selected by the Indemnifying Party has a conflict of
interest because of the availability of different or additional defenses to
such Indemnified Party, such Indemnified Party shall have the right to separate
counsel to participate in the defense of such action on its behalf, at the
expense of the Indemnifying Party; provided, further, however, that
the Indemnifying Party shall not be obligated to pay the expenses of more than
one separate counsel for all Indemnified Parties, taken together.  If the Indemnifying Party chooses to assume
the defense of any claim or action pursuant hereto, the Indemnified Party shall
cooperate in such defense, which cooperation shall include the retention and
the provision to the Indemnifying Party of records and information which are
reasonably relevant to such defense, and making employees available on a
mutually convenient basis to provide additional information and explanation of
any materials provided hereunder, including providing such employees to serve
as witnesses.  (c)If
the Indemnifying Party fails to notify the Indemnified Party of its desire to
assume the defense of any claim or action within the prescribed period of time,
or shall notify the Indemnified Party that it will not assume the defense
hereof, then the Indemnified Party may assume the defense of such claim or
action, in which event it may do so acting in good faith, and the Indemnifying
Party shall be bound by any determination made in any such action, provided, however, that
the Indemnified Party shall not be permitted to settle any such action without
the consent of the Indemnifying Party, which consent shall not be unreasonably
withheld or delayed.  No such determination
or settlement shall affect the right of the Indemnifying Party to dispute the
Indemnified Partys claim for indemnification hereunder.  The Indemnifying Party shall be permitted to
participate in the defense of such claim or action and to employ counsel at its
own expense.  31


(d)With
respect to claims solely between the parties, following receipt of notice from
the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30)
days to make such investigation of the claim as the Indemnifying Party deems
necessary or desirable.  For the purposes
of such investigation, the Indemnified Party agrees to make available to the
Indemnifying Party and its authorized Representatives the information relied
upon by the Indemnified Party to substantiate the claim.  With respect to claims for Uncapped Damages,
if the Indemnified Party 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 Indemnified Party the agreed-to amount of such claim,
and if the Indemnified Party and the Indemnifying Party do not agree within
such thirty-day period (or any mutually agreed upon extension thereof), the
Indemnified Party may seek appropriate remedy, subject to the terms hereof.  7.4Other Provisions.  (a)The
right to indemnification pursuant to this Article VII shall not be affected by
any investigation conducted with respect to, or any knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Master Agreement or the Closing, with respect to the
accuracy or inaccuracy of or compliance with, any representation, warranty or
covenant.  The waiver of any condition to
the obligation of a party to consummate the transactions contemplated by this
Master Agreement, where such condition is based on the accuracy of any
representation or warranty, or on the performance of or compliance with any
covenant, shall not affect the right of either party to indemnification or
other remedy based on the breach of such representation, warranty or covenant.  (b)The
amount of Damages for which indemnification is payable under Section 7.2 shall
be net of any amounts recovered by the Indemnified Party from any Third Party
other than an insurer (by contribution, indemnification or otherwise) with
respect to such Damages.  (c)If
any ACC Party or TelCove Party under the terms of the IRU Agreement,
Sheathing/Overlash Agreement or Maintenance Agreement, (i) relocates,
removes or replaces Cable or Fiber (as defined in each of those agreements)
because a Third Party with legal authority or contractual right to do so requires
performance of such work, or (ii) pays any valid claim by any Governmental
Entity or other Third Party with respect to the pre-Closing period under any
Right-of-Way or Governmental Authorization (as defined in the IRU Agreement and
Sheathing/Overlash Agreement), and if any ACC Party or TelCove Party (or, in
either instance, an Affiliate thereof) shall be obligated to indemnify and hold
harmless the other party (or an Affiliate thereof) for the cost of such work or
the payment of such claim pursuant to the indemnity provisions of this
Article VII, then such indemnity provisions of this Master Agreement shall
govern and control in the event of any conflict with the payment, reimbursement
or indemnity obligations under the terms of the IRU Agreement, Sheathing/Overlash
Agreement or Maintenance Agreement.  (d)Uncapped
Damages suffered by any Indemnified Party shall accrue interest at the rate of
eight percent (8 %) per annum from the date such Uncapped Damages shall have
been incurred by such Indemnified Party until such Uncapped Damages shall be
paid by the  32


appropriate Indemnifying Party. 
Capped Damages suffered by any Indemnified Party shall accrue interest
at the rate of eight percent (8 %) per annum from the latter of nine(9) months
after the Closing Date or the date such Capped Damages shall be suffered by the
Indemnified Party until such Capped Damages shall be paid by the appropriate
Indemnifying Party.  (e)Following
the Closing, the sole and exclusive remedy for either party for any claim
arising out of this Master Agreement (excluding Annexes III through VI)
shall be a claim for indemnification pursuant to this Article VII.  7.5Limitations on Indemnification for
Capped Damages.  (a)The
ACC Parties shall not be required to indemnify or otherwise be liable to the
TelCove Parties, nor shall the TelCove Parties be required to indemnify or
otherwise be liable to the ACC Parties, for the net amount of Capped Damages
except to the extent the net amount of Capped Damages suffered or incurred by
the TelCove Parties or the ACC Parties, as the case may be, as determined
pursuant to the provisions of Section 7.6, exceed in the aggregate
$100,000 (which amount thus comprises a deductible).  (b)The
ACC Parties shall not be required to indemnify or otherwise be liable to the
TelCove Parties, nor shall the TelCove Parties be required to indemnify or
otherwise be liable to the ACC Parties, for the net amount of Capped Damages
suffered or incurred by the TelCove Parties or the ACC Parties, as the case may
be, as determined pursuant to the provisions of Section 7.6, in excess of
an aggregate of $5,000,000.  The Parties
acknowledge that the foregoing cap may be adjusted pursuant to a written
agreement executed by both parties as part of any overall settlement of the
other disputes between the parties that are not being addressed by this Master
Agreement.  (c)The
ACC Parties shall not be required to indemnify or otherwise be liable to the
TelCove Parties, nor shall the TelCove Parties be required to indemnify or
otherwise be liable to the ACC Parties with respect to a claim for Capped
Damages unless notice by the Indemnified Party to the Indemnifying Party of the
claim for Capped Damages is given within nine(9) months after the Closing Date (including the
first Business Day thereafter if the last day of such nine-month period is not
a Business Day), provided, however,
any claim for Capped Damages by any Person with respect to a breach of
Section 4.11(b), must be made no later than the sixtieth (60th)
day after the Closing Date.  (d)Neither
party shall have any obligation to pay the other party any Capped Damages until
the net amount of such Capped Damages shall be determined in accordance with
the provisions of Section 7.6.  (e)No
party shall claim or assert that the limitations set forth in
subsections (a) through (d) above shall apply, and such limitations shall
not apply, with respect to the payment or discharge of Uncapped Damages,
including any taxes, fees or expenses payable by either the ACC Parties, the
TelCove Parties or their Affiliates under Section 4.5(a), 4.6, 4.12(d),
4.17(f) or 9.1.  33


7.6Determination of Capped Damages.  (a)At
three meetings that shall be held between ACC and TelCove on mutually agreed to
dates within the five (5) Business Day period following three (3) months, six
(6) months and nine(9)months
after the Closing Date, ACC and TelCove shall exchange information regarding,
and discuss, all claims for indemnification for Capped Damages that either
party or its Affiliates shall have with respect to the other party or its
Affiliates in accordance with the terms of Sections 7.2 through 7.4.  Such information shall include the amount of
Capped Damages, if known, with respect to each such claim and the nature and
basis of such claim.  At such meetings
and in follow-up thereto, ACC and TelCove shall in good faith attempt to reach
agreement with respect to the amount of Capped Damages payable with respect to
each such claim, and to maintain an ongoing accounting of the amount of Capped
Damages owed by each party and its Affiliates to the other party and its
Affiliates.  (b)Subsequent
to each meeting, each party shall provide the other with all appropriate
supporting information and documentation reasonably requested by the other
party with respect to any claims for Capped Damages by the first party.  (c)At,
or in prompt follow-up to, the third meeting, ACC and TelCove shall in good
faith attempt to reach agreement regarding the net amount of Capped Damages
suffered or incurred by the TelCove Parties or the ACC Parties, as the case may
be, with respect to all paid and unpaid claims for Capped Damages by either
party or its Affiliates for indemnity in accordance with the provisions of
Sections 7.2 through 7.4, taking into consideration the limitations set
forth in Section 7.5.  Within ten
(10) business days after any agreement between ACC and TelCove regarding the
net amount of Capped Damages, the party owing such net amount shall pay the
other party such net amount by federal wire transfer of immediately available
funds pursuant to wire instructions that shall be provided by such other party.  (d)If
ACC and TelCove do not reach agreement within ten (10) months of the Closing
Date to the net amount of Capped Damages to be paid by one party to the other
party, then at any time thereafter either party may declare that a Dispute has
arisen, and the provisions of Section 9.10 shall apply to the resolution
thereof.  ARTICLE VIII.CONFIDENTIALITY  8.1If either party
provides confidential information to the other party in connection with this
Master Agreement in writing and identified as such, the receiving party shall
protect the confidential information from disclosure to third parties with the
same degree of care accorded its own confidential and proprietary information; provided, however, that
each party shall be entitled to provide such confidential information to its
directors, officers, employees, agents, and contractors, consultants,
Affiliates, financial institutions, underlying facility owners, and potential
assignees, in each case whose access is reasonably necessary.  A party furnishing confidential information
of the other party to any other Person shall inform such Person of its
confidential nature and shall direct such Person to treat such information
confidentially. In any event, each party shall be liable for any disclosure or
wrongful use of another partys confidential information by any Person to whom
such party discloses it.  Notwithstanding
any other provision herein, neither party shall be required to hold
confidential any information that: (i) becomes  34


publicly available other than through action by such party or any
Person to whom such party furnished such information; or (ii) is required
to be disclosed by applicable Law, Order of a Governmental Entity or
Proceedings or a partys obligations as a publicly held company.  These obligations shall survive expiration or
termination of this Master Agreement for a period of two (2) years.  8.2Except as provided in
Section 4.5(b) with respect to the provision of information to taxing
authorities, a party required to disclose confidential information of the other
party pursuant to applicable Law, Order of a Governmental Entity or Proceedings
or a partys obligations as a publicly held company shall notify the other
party in writing of the information that the party intends to disclose sufficiently
in advance to allow time for the other party to object.  8.3Notwithstanding any
provision of this Master Agreement (including Section 8.1 and Section 8.2
above) or any of the Reciprocal Annex Agreements to the contrary, each party
(and each employee, representative or other agent of each party) may disclose
to any person, without limitation of any kind, the tax treatment and tax
structure (in each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions to be effected pursuant to this Master Agreement
and the Reciprocal Annex Agreements and all materials of any kind (including
opinions or other tax analyses) that are provided to such party relating to
such tax treatment and tax structure; provided, however, that this Section 8.3 does not
authorize any disclosure otherwise prohibited by Section 8.1 and Section 8.2 to
the extent nondisclosure is necessary to comply with applicable securities
laws.  ARTICLE IX.MISCELLANEOUS  9.1Expenses.  Except as set forth in this Master Agreement,
and the Reciprocal Annex Agreements, and whether or not the transactions
contemplated hereby are consummated, each party shall bear all costs and
expenses incurred or to be incurred by such party in connection with this
Master Agreement and the Reciprocal Annex Agreements, and the consummation of
the transactions contemplated hereby.  9.2Assignment.  Neither this Master Agreement nor any of the
rights or obligations hereunder may be assigned by ACC or any other ACC Party
without the prior written consent of TelCove, or by TelCove or any other
TelCove Party without the prior written consent of ACC; provided,
however, that either party may assign
its rights and obligations hereunder, in whole or in part, to any Affiliate but
no such assignment shall relieve either party of its liabilities and
obligations hereunder, and provided, further, that this Master Agreement may be assigned to one
or more trustees appointed by the Bankruptcy Court to succeed to the rights of
either party.  Nothing in the preceding
sentence prohibits the assignment of a partys rights under any of the
Reciprocal Annex Agreements in accordance with its terms subsequent to
Closing.  Subject to the foregoing, this
Master Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, and except as otherwise
expressly provided herein, no other Person shall have any right, benefit or
obligation hereunder.  9.3Parties in Interest.  This Master Agreement shall be binding upon
and inure solely to the benefit of ACC and the other ACC Parties, and TelCove
and the other TelCove Parties,  35


and nothing in
these Agreements, express or implied, is intended to or shall confer upon any
other person any rights, benefits or remedies of any nature whatsoever under or
by reason of this Master Agreement. 
Without limiting the foregoing, no direct or indirect holder of any
equity interests or securities of either ACC or TelCove (whether such holder is
a limited or general partner, member, stockholder or otherwise), nor any
Affiliate of either ACC or TelCove that is not an ACC Party or a TelCove Party,
nor any director, officer, employee, representative, agent or other controlling
person of each of the parties hereto and their respective Affiliates shall have
any liability or obligation arising under this Master Agreement or the
transactions contemplated thereby.  9.4Notices.  Unless otherwise provided herein, any notice,
request, instruction or other document to be given hereunder by any party to
any other party shall be in writing and shall be delivered in person or by
courier or facsimile transmission (with such facsimile transmission confirmed
by sending a copy of such notice, request, instruction or other document by
certified mail, return receipt requested) or mailed by certified mail, postage
prepaid, return receipt requested (such mailed notice to be effective on the
date such receipt is acknowledged), as follows:  If to TelCove:
  
  TelCove
  121 Champion Way
  Canonsburg, PA 15317
  Attention: John Glicksman, Vice President and
  General Counsel
  Fax: (724) 743-9403With a copy to
  
  Weil, Gotshal & Manges LLP
  767 Fifth Avenue
  New York, New York 10153
  Attention: Judy Liu, Esq.
  Fax: (212) 735-8007TelCove
  121 Champion Way
  Canonsburg, PA 15317
  Attn: Robert Guth, President/CEO
  Fax: (724) 743-9791If to ACC:
  
  Adelphia Communications Corp.
  5619 DTC Parkway
  Denver, CO 80111
  Attention: General Counsel
  Fax: (303) 268-6485  36


With a copy to:
  
  Willkie Farr & Gallagher
  787 Seventh Avenue
  New York, NY 10019-6099
  Attention: Brian E. OConnor, Esq.
  Fax: (212) 728-8111Dow, Lohnes & Albertson,PLLC
  1200 New Hampshire Avenue, NW
  Washington, DC 20036
  Attention: J. Christopher Redding, Esq.
  Fax: (202) 776-2222  or to such other place and with such other copies as
either party may designate as to itself by written notice to the other
party.  Rejection, any refusal to accept
or the inability to deliver because of changed address of which no notice was
given shall be deemed to be receipt of the notice as of the date of such
rejection, refusal or inability to deliver.  9.5Choice
of Law.  This Master Agreement,
the Asset Reconciliation Agreement and the Conveyance Agreement are to be
governed by and construed in accordance with the Bankruptcy Code, to the extent
applicable, and otherwise in accordance with the domestic laws of the
Commonwealth of Pennsylvania without reference to its choice of law principles.  9.6Entire Agreement; Amendments and
Waivers.  This Master Agreement,
the Exhibits, the Annexes and the Schedules constitutes the entire agreement
between the parties pertaining to the subject matter hereof and supersedes all
prior agreements, understandings, negotiations, and discussions, whether oral
or written, of the parties, and the Exhibits, Annexes and Schedules are a part
of this Master Agreement as if fully set forth herein..  Except as set forth herein or in any
certificate delivered pursuant hereto, no party makes any representation or
warranty, express or implied, to the other party with respect to this Master
Agreement or the transactions contemplated hereby.  No supplement, modification or waiver of this
Master Agreement (including to any Exhibit, Annex or Schedule) shall be binding
unless the same is executed in writing by both parties.  No waiver of any of the provisions of this
Master Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), and no such waiver shall constitute
a continuing waiver unless otherwise expressly provided.  9.7Invalidity.  If any one or more of the provisions
contained in this Master Agreement or in any other instrument referred to
herein, shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, the parties shall use their reasonable efforts, including the
amendment of this Master Agreement, to ensure that this Master Agreement shall
reflect as closely as practicable the intent of the parties hereto on the date
hereof.  9.8Headings.  The table of contents and the headings of the
Articles and Sections herein are inserted for convenience of reference only and
are not intended to be a part of, or to affect the meaning or interpretation
of, this Master Agreement.  37


9.9Exclusive Jurisdiction.  Except for those issues and Disputes that
shall be resolved in accordance with the arbitration provisions set forth in
Section 9.10, and without limiting any partys right to appeal any Order
of the Bankruptcy Court, (a) the Bankruptcy Court shall retain exclusive
jurisdiction to enforce the terms of this Master Agreement and the Annexes and
to decide any claims or disputes which may arise or result from, or be
connected with, this Master Agreement and the Annexes, any breach or default
hereunder or thereunder, or the transactions contemplated hereby or thereby,
and (b) any and all claims, actions, causes of action, suits and
Proceedings related to the foregoing shall be filed and maintained only in the
Bankruptcy Court, and the parties hereby consent to and submit to the personal
and subject matter jurisdiction and venue of the Bankruptcy Court and shall
receive notices at such locations as indicated in Section 9.4 hereof, provided, however, that
the foregoing shall only apply with respect to the IRU Agreement, the
Sheathing/Overlash Agreement, the Maintenance Agreement and the Collocation
Agreement until such time as ACC and TelCove shall both no longer be in
bankruptcy.  9.10Dispute Resolution; Arbitration.  (a)The
parties agree that the dispute resolution and arbitration provisions set forth
in this Section 9.10 shall apply solely with respect to Disputes over the
following: (i) a claim by either party at any time after May 21,
2004, that the other party has breached its pre-Closing obligations (including
its obligations pursuant to Section 4.10) or its obligations to consummate the
Closing in accordance with the terms hereof, or (ii) a claim by either party
that the other party has breached its indemnification obligations with respect
to Capped Damages, including the determination and payment of the net amount of
Capped Damages pursuant to the provisions of Sections 7.5 and 7.6.  (b)Any
dispute or claim arising out of or relating to the matters specified in
Sections 9.10(a) (i) and (ii) above shall be settled amicably, if
possible.  Any such disputes or claims,
if not settled by the parties within ten (10) days from the date the dispute or
claim arises, shall be considered a dispute (Dispute), and either
party may elect, by written notice to the other party, to have such Dispute
referred to a senior executive of each of ACC and TelCove who has authority to
settle such Dispute.  If such Dispute is
not settled by such executives within twenty (20) days, then either party may,
by written notice to the other party, demand binding arbitration in accordance
with this Section 9.10.  (i)The
arbitration shall be held in New York, New York, or as otherwise mutually
agreed between the parties before a panel of three (3) arbitrators.  The above referenced demand for arbitration
shall provide a statement of the Dispute and the facts relating or giving rise
thereto, in reasonable detail, and the name of the arbitrator selected by such
party making the arbitration demand.  (ii)Within
thirty (30) days after receipt from either ACC or TelCove, of the notice
described in the last sentence of Section 9.10 (b), the other party shall name
its arbitrator, and the two arbitrators named by the parties (the Selected
Arbitrators) shall within thirty (30) days following their respective
appointment by ACC and TelCove, select a third arbitrator (the Neutral
Arbitrator).  If either of the
Parties fails to appoint an arbitrator or if the arbitrators appointed by the
Parties fail or are unable to appoint a third arbitrator, such arbitrator  38


shall be appointed by the American Arbitration Association (AAA).  Of the Selected Arbitrators neither shall be,
nor shall have been, employed by either Party or any of their Affiliates.  The Neutral Arbitrator shall not be, and
shall not have been, employed by, or in the ten (10) years prior to the date of
the notice, under contract (directly or indirectly) for services with either
Party or its Affiliates.  Subject to
clause (iv) below, the fees for the services of the Selected Arbitrators and
the Neutral Arbitrator (collectively, the Panel) shall be agreed to
and shared equally by the Parties.  (iii)The
arbitration shall be administered by the AAA under its Commercial Arbitration
Rules.  The Panel may not amend or
disregard any provision of this Section 9.10 or this Master Agreement.  (iv)The
decision of the arbitrators shall be in writing and shall state the grounds on
which the arbitrators decision and any award are based, and how the costs of
arbitration shall be borne.  The parties
agree that the decision of the arbitrators shall be final and binding on both
Parties.  The decision of the arbitrators
shall be carried out voluntarily and without delay.  (c)Notwithstanding
anything in this Section 9.10 to the contrary, either party can seek specific
performance pursuant to Section 9.12 or other injunctive relief (including
a temporary restraining order) to enforce this Master Agreement in any court of
competent jurisdiction.  (d)Except
as provided in Section 9.10(c), each of the parties irrevocably agrees that all
Disputes regarding the matters specified in Sections 9.10(a) (i) and (ii)
that are not settled by the Parties, shall be finally settled by arbitration
pursuant to this Section 9.10.  (e)Except
(i) as provided in Section 9.10(c), or (ii) for any action necessary to enforce
the award of the arbitrators, the Parties agree that the provisions of this
Section 9.10 shall be a complete defense to any suit, action or other
proceeding instituted in any court or before any administrative tribunal with
respect to any Dispute.  (f)Simple
interest on any amount due on any final arbitration award shall be paid from
the date that arbitration of the Dispute was demanded by a party pursuant to
Section 9.10(b), or from the date payment otherwise would have been due if
such date is later, until the date of payment at a rate of eight percent (8 %)
per annum; provided, however,
that the amount of simple interest payable with respect to Capped Damages shall
be determined in accordance with Section 7.4(d).  9.11Waiver of Right to Trial by Jury.  Each party to this Master Agreement waives any
right to trial by jury in any Proceeding regarding this Master Agreement or any
provision hereof.  9.12Specific Performance.  Each of the parties hereto acknowledges that
the other party hereto would be irreparably damaged if this Master Agreement,
the Asset Reconciliation Agreement and the Conveyance Agreement were not
performed in accordance with its specific terms or were otherwise
breached.  Accordingly, each of the
parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Master Agreement, the  39


Asset
Reconciliation Agreement and the Conveyance Agreement and to enforce
specifically this Master Agreement, the Asset Reconciliation Agreement and the
Conveyance Agreement in any action instituted in any court of the United States
or any state thereof having subject matter jurisdiction, in addition to any
other remedy to which the parties may be entitled, at law, in equity or
pursuant to this Master Agreement.  9.13Counting.  If the due date for any action to be taken
under this Master Agreement (including the delivery of notices) is not a
Business Day, then such action shall be considered timely taken if performed on
or prior to the next Business Day following such due date.  9.14Service
of Process.  Each party
irrevocably consents to the service of process in any action or proceeding by
receipt of mailed copies thereof by national courier service or certified
United States mail, postage prepaid, return receipt requested, to its address
as specified in or pursuant to Section 9.4 hereof.  However, the foregoing shall not limit the
right of a party to effect service of process on the other party by any other
legally available method.  9.15Time
of Essence.  With regard to all
dates and time periods set forth or referred to in this Master Agreement, time
is of the essence.  9.16Interpretation.  (a)Except
as provided in Section 7.4(c), in the event of any conflict between this Master
Agreement and any of the Reciprocal Annex Agreements, the provisions of such
Reciprocal Annex Agreement shall govern.  (b)Any
reference herein to any section of this Master Agreement shall be deemed to
include a reference to any Exhibit, Annex or Schedule referred to within such
section.  (c)A
reference to any legislation or to any provision of any legislation shall
include any modification or re-enactment thereof, any legislative provision
substituted therefor and all regulations and statutory instruments issued
thereunder or pursuant thereto.  (d)All
references to $ and dollars shall refer to United States currency.  (e)All
references to any financial or accounting terms shall be defined in accordance
with United States Generally Accepted Accounting Principles.  9.17Preparation of this Master Agreement.  ACC and TelCove hereby acknowledge that
(i) both parties jointly and equally participated in the drafting of this
Master Agreement, its Reciprocal Annex Agreements, and all other agreements
contemplated hereby, (ii) both parties have been adequately represented
and advised by legal counsel with respect to this Master Agreement, its
Reciprocal Annex Agreements, and the transactions contemplated hereby, and
(iii) no presumption shall be made that any provision of this Master Agreement,
its Reciprocal Annex Agreements, shall be construed against either party by
reason of such role in the drafting of this Master Agreement and any other
agreement contemplated hereby.  9.18Counterparts.  This Master Agreement may be executed in two
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the  40


same
instrument.  Delivery of an executed
counterpart of a signature page to this Master Agreement by telecopy shall be
as effective as delivery of a manually executed counterpart of this Master
Agreement.  In proving this Master
Agreement, it shall not be necessary to produce or account for more than one
such counterpart signed by the party against whom enforcement is sought.  [Remainder of Page Intentionally Left Blank]  41


IN WITNESS WHEREOF, this Master Agreement has been duly executed and
delivered by the duly authorized officers of ACC and TelCove as of the date
first above written.  ACC:
  
  TELCOVE:ADELPHIA COMMUNICATIONS CORPORATION
  
  ADELPHIA
  BUSINESS SOLUTIONS, INC., d/b/a
  TelCoveBy:
  /s/ Joe W.
  Bagan
  
  
  By:
  /s/ Robert E.
  GuthName:
  Joe W. Bagan
  
  Name:
  Robert E. GuthTitle:
  SVP & CAO
  
  Title:
  President & CEO  42


EXHIBITS  Exhibit 3.4A
  
  ACC
  Conflicts, Violations or BreachesExhibit 3.4B
  
  TelCove
  Conflicts, Violations or BreachesExhibit 3.5A
  
  ACC
  Third-Party ConsentsExhibit 3.5B
  
  TelCove
  Third-Party ConsentsANNEXESAnnex I
  
  Reciprocal Asset Reconciliation AgreementAnnex II
  
  Reciprocal Conveyance AgreementAnnex III
  
  Reciprocal IRU AgreementAnnex IV
  
  Reciprocal Sheathing and Overlash AgreementAnnex V
  
  Reciprocal Maintenance AgreementAnnex VI
  
  Reciprocal Collocation Agreement


TABLE OF CONTENTS  ARTICLE I.
  DEFINITIONS1.1
  Defined
  Terms1.2
  Other
  Defined Terms1.3
  Other
  Definitional ProvisionsARTICLE II.
  TERMS OF
  SETTLEMENT2.1
  Agreement to
  Execute and Deliver the Reciprocal Annex Agreements2.2
  Consideration2.3
  Closing2.4
  Reconciliation
  of Assets2.5
  Acquired
  Assets and Assumed Contracts2.6
  Assumed and
  Non-Assumed Liabilities2.7
  Excluded
  AssetsARTICLE III.
  REPRESENTATIONS
  AND WARRANTIES OF THE PARTIES3.1
  Existence,
  Good Standing and Power3.2
  Authority3.3
  Execution
  and Binding Effect3.4
  No Violation3.5
  Third-Party
  Consents3.6
  Brokers and
  Finders3.7
  Litigation3.8
  Title to
  AssetsARTICLE IV.
  COVENANTS OF
  THE PARTIES4.1
  Public
  Announcements4.2
  Reasonable
  Efforts4.3
  Notification
  of Certain Matters4.4
  Further
  Agreements.4.5
  Payment of
  Transfer Taxes and Tax Filings4.6
  Proration of
  Taxes, Refunds and Certain Charges4.7
  HSR Act4.8
  Bulk Sales4.9
  Settlement
  Motion.4.10
  Disclosure
  Exhibits and Schedules4.11
  Inspection
  and Maintenance of Acquired Assets; Access to Records4.12
  FCC, State and
  Other Governmental Applications4.13
  Lien Searches4.14
  Taxes4.15
  Maintenance
  of Business4.16
  Execution by
  ACC and TelCove on behalf of Affiliates4.17
  Consents4.18
  No
  Continuation of Business  i


ARTICLE V.
  CONDITIONS
  TO OBLIGATIONS OF THE PARTIES5.1
  Conditions
  Precedent to Obligations of the Parties5.2
  Conditions
  Precedent to Obligations of ACC5.3
  Conditions
  Precedent to Obligations of TelCoveARTICLE VI.
  TERMINATION6.1
  Termination
  of Master Agreement6.2
  Opportunity
  to Cure Material Defaults or Unsatisfied Conditions6.3
  Consequences
  in Event of TerminationARTICLE VII.
  INDEMNIFICATION7.1
  Survival7.2
  Indemnification7.3
  Procedures
  for Indemnification7.4
  Other Provisions7.5
  Limitations
  on Indemnification for Capped Damages7.6
  Determination
  of Capped Damages.ARTICLE
  VIII.
  CONFIDENTIALITYARTICLE IX.
  MISCELLANEOUS9.1
  Expenses9.2
  Assignment9.3
  Parties in Interest9.4
  Notices9.5
  Choice of
  Law9.6
  Entire Agreement;
  Amendments and Waivers9.7
  Invalidity9.8
  Headings9.9
  Exclusive
  Jurisdiction9.10
  Dispute Resolution;
  Arbitration9.11
  Waiver of
  Right to Trial by Jury9.12
  Specific
  Performance9.13
  Counting9.14
  Service of
  Process9.15
  Time of
  Essence9.16
  Interpretation9.17
  Preparation
  of this Master Agreement9.18
  Counterparts  ii