Exhibit 10.04.6  CONVEYANCE AGREEMENT  This
Conveyance Agreement (this Agreement) is executed as of April , 2004,
by and between Adelphia Communications Corporation, a Delaware corporation (ACC),
debtor-in-possession, and its Affiliates that are signatories hereto (together
with ACC, the ACC Parties), and Adelphia Business Solutions, Inc., a
Delaware corporation, d/b/a TelCove (TelCove),
debtor-in-possession, and its Affiliates that are signatories hereto (together
with TelCove, the TelCove Parties), and is pursuant to the terms of
the Global Settlement Agreement dated as of February 21, 2004, between ACC
and TelCove (the Global Agreement).  W  I  T  N  E
S  S  E  T  H:  WHEREAS,
the ACC Parties own various assets located in the following local/intracity
competitive local exchange carrier markets: Albany, Connecticut, Rhode Island,
New Hampshire, Maine, Charlottesville, Buffalo, Richmond and Shenandoah Valley,
which assets are described on Schedule 2.1, which the ACC Parties
desire to convey, assign and transfer such assets (the CLEC Assets) to
the TelCove Parties pursuant to the terms and conditions of this Agreement and
the Global Agreement; and  WHEREAS,
the CLEC Assets include certain warehoused inventory owned by the ACC Parties
that is described on Schedule 2.1; and  WHEREAS,
in connection with the consummation of the Global Transactions the parties have
agreed that all rights and obligations arising after the date hereof with
respect to the telecommunication assets being transferred to the TelCove
Parties pursuant hereto shall inure to the benefit of, or be borne by the
TelCove Parties, subject to applicable law, regardless of whether legal title
is ultimately transferred to the TelCove Parties; and  WHEREAS,
pursuant to the terms of this Agreement, the TelCove Parties desire to assume,
in whole or in part, certain contracts and leases related to the CLEC Assets
that are described on Schedule 2.2 (the Assumed Contracts
and each, individually, an Assumed Contract), which TelCove has
elected to have the ACC Parties assume pursuant to the Bankruptcy Code and
assign to the TelCove Parties.  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  1.1Defined
Terms.  Each of the following terms
has the meaning given to such term in the section referenced below:


Term
  
  SectionACC
  
  PreambleACC Parties
  
  PreambleEffective Date
  
  Section 3.1Global Agreement
  
  PreambleTelCove
  
  PreambleCLEC Assets
  
  RecitalsAssumed
  Contracts
  
  RecitalsTelCove Parties
  
  Preamble
  Furthermore, any capitalized term used but
not defined herein has the meaning given to such term in the Global Agreement.  1.2Clarifications.  Reference herein to both parties or either
party refers to the ACC Parties individually and collectively as one party,
and to the TelCove Parties individually and collectively as the other party;
reference to each party refers, for the ACC Parties, to each of the ACC
Parties, and for the TelCove Parties, to each of the TelCove Parties; and for
the ACC Parties or the TelCove Parties as the first party, reference to the other
party refers, respectively, to the TelCove Parties individually and
collectively, or to the ACC Parties individually and collectively.  ARTICLE II.   CONVEYANCE
AND ASSIGNMENT TO THE TELCOVE PARTIES  2.1Conveyance
of CLEC Assets.  Subject to Article III,
the ACC Parties do hereby sell, convey, transfer, assign and deliver to each
TelCove Party all right, title and interest, legal or equitable, in or to the
CLEC Assets that are designated on Schedule 2.1 as being
transferred to such TelCove Party as transferee thereof, free and clear of all
Liens, subject to the proration of personal property taxes or other taxes or
amounts to be prorated between the parties pursuant to Section 4.6 of the
Global Agreement.  The ACC Parties
represent and warrant that the CLEC Assets are located at the locations
specified on Schedule 2.1.  2.2Assignment
and Assumption of Assumed Contracts. 
Schedule 2.2 sets forth a list of the Assumed Contracts to
which an ACC Party is a party, and describes any limitations or special
provisions relating to the assignment of each such Assumed Contract by the ACC
Parties to one of the TelCove Parties.  Effective
as of the Effective Date and subject to any limitations or other provisions set
forth on Schedule 2.2, the ACC Party obligated under such Assumed
Contract, as assignor, hereby assigns and transfers such rights, title and
interest to be assigned under such Assumed Contract (as described on Schedule 2.2)
to the TelCove Party designated on Schedule 2.2 as assignee for
such Assumed Contract, and such TelCove Party designated as assignee hereby
assumes and agrees to pay, discharge and perform the obligations and
liabilities under such Assumed Contract (as described on Schedule 2.2)
that are attributable to and arise under such Assumed Contract after the
applicable Effective Date.  With respect
to each such Assumed Contract assigned and assumed pursuant to the preceding
sentence, except as described on Schedule 2.2, the ACC Parties
shall retain all obligations and liabilities under such Assumed Contract that
arise with respect to the time period ending on the Effective Date.  2


2.3ACC
Cure Amounts.  No cure amounts are
owed with respect to the Assumed Contracts. 
The ACC Parties shall be responsible for and pay any current payables
due with respect to the time period prior to the date hereof under the terms of
the Assumed Contracts.  ARTICLE III.   SPECIAL
PROVISIONS  3.1Effective
Date.  (a)The
effective date of the transfer of legal title to each CLEC Asset and of the
assignment and assumption of the rights and obligations under each Assumed
Contract pursuant to the terms of Sections 2.1 and 2.2 above (the Effective
Date) shall be the date hereof except that if the Consent of any third
party is required that has not been obtained with respect to the transfer of
legal title to any such CLEC Asset or the assignment and assumption of any such
Assumed Contract pursuant to the terms hereof, then the Effective Date with
respect to that CLEC Asset or Assumed Contract shall be the date upon which
such Consent is obtained, and upon the receipt of such Consent, legal title to
such CLEC Asset or the rights and obligations to such Assumed Contract shall be
automatically transferred and assigned by the ACC Parties and received and
assumed by the TelCove Parties pursuant to the terms of Section 2.1 or
2.2, as the case may be, by the force hereof without further instrument of
transfer, assignment or assumption.  (b)If
the Consent of any third party to transfer legal title to any such CLEC Asset
or to assign the rights and obligations under any such Assumed Contract is
required and has not been obtained on or prior to the date hereof, then as of
the date hereof the beneficial ownership thereof shall be transferred to the
applicable TelCove Party, and pending receipt of such Consent, the ACC Parties
shall continue to hold legal title to such CLEC Asset or the rights and
obligations under such Assumed Contract while the TelCove Parties shall bear
the full benefits and burdens thereof pursuant to the Master Management
Agreement (regardless of whether legal title is ultimately transferred to the
TelCove Parties) and in any event, subject to (i) any applicable Law and
(ii) the terms of such Assumed Contract.  3.2Third-Party
Consents.  If the Consent of any
third party is required that has not been obtained with respect to the transfer
of legal title to any CLEC Asset or the assignment of any Assumed Contract
pursuant to the terms hereof, the parties agree to use commercially reasonable
efforts to obtain such Consent as soon as practicable.  If the parties fail to resolve any issues
related to the transfer of legal title to any such CLEC Asset or the rights to
and obligations under any such Assumed Contract by that date, then either party
may petition the Bankruptcy Court for appropriate redress.  ARTICLE IV.   LIMITATIONS
ON REPRESENTATIONS AND WARRANTIES  The ACC Parties are conveying the CLEC
Assets, pursuant to the terms hereof, AS IS, WHERE IS and WITH ALL FAULTS,
and without representation or warranty except as expressly set forth in this
Agreement.  The TelCove Parties, as the
transferees of the CLEC Assets, acknowledge and agree that as between itself
and the ACC Parties, as transferors, (i) that the CLEC Assets conveyed on
the applicable Effective Dates to each such transferee are of a design,
capability and manufacture acceptable to such transferee, (ii) that such
transferee is  3


satisfied that such CLEC
Assets are suitable for its purposes, and (iii) that the applicable
transferor does not make, has not made and shall not be deemed to have made,
and hereby expressly disclaims, any representation or warranty, express or
implied, as to the condition, design, operation, merchantability or fitness for
use for a particular purpose of such CLEC Assets, as to the absence of latent
or other defects, whether or not discoverable, or any other representation or
warranty whatsoever, express or implied, with respect to such CLEC Assets
except as expressly set forth in this Agreement or the Global Agreement.  ARTICLE V.   TAXMATTERS  The parties shall endeavor in good faith to
reach agreement to the fair market values of the CLEC Assets and the Assumed
Contracts which, consistent with the Global Settlement Agreement, are
transferred for income tax purposes pursuant to this Agreement, and of any
other consideration received by the ACC Parties in exchange therefor.  Each party agrees to be bound by such
determination of fair market values for all income tax related purposes.  ARTICLE VI.   MISCELLANEOUS  6.1Execution
by ACC and TelCove on behalf of Affiliates. 
ACC shall cause its Affiliates that are not signatories hereto to comply
with the provisions of Sections 3.1 and 3.2 hereof as if they were ACC
Parties and signatories hereto.  TelCove
shall cause its Affiliates that are not signatories hereto to comply with the
provisions of Sections 3.1 and 3.2 hereof as if they were TelCove Parties
and signatories hereto.  6.2Further
Assurances.  Subject to the terms
hereto, each party hereto agrees that from time to time after the applicable
Effective Dates, it will execute and deliver, or cause to be executed and
delivered, such documents to the other party may reasonably request, in order
to more effectively vest in the TelCove Parties good title to the assets or
contract rights transferred or assigned thereto hereunder.  6.3Successors
and Assigns.  Any TelCove Party may,
without any ACC Partys consent, but with prior written notice, assign its
rights under this Agreement that relate to any CLEC Assets or Assumed
Contracts, as the case may be, to any Person to which such party sells, assigns
or otherwise transfers such assets or contracts.  This 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.  6.4Controlling
Contract.  Except as provided in the
Global Agreement, this Agreement is subject to and controlled by the terms of
the Global Agreement.  6.5Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Agreement by telecopy shall be as effective as delivery
of a manually executed counterpart of this Agreement.  In proving this Agreement has been executed
by a party against which enforcement is sought, it shall not be necessary to
produce or account for more than one such counterpart signed by such party.  4


IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered by the duly authorized officers of the ACC Parties and
the TelCove Parties as of the date first above written.  ACC PARTIES:
  TELCOVE PARTIES:ADELPHIA
  COMMUNICATIONS CORPORATION
  ADELPHIA BUSINESS
  SOLUTIONS, INC., d/b/a
  TELCOVEBy:
  /s/ Joe W. Bagan
  
  By:
  /s/ Robert E. GuthJoe W. Bagan, Senior Vice President &
  Chief Administrative Officer
  
  
  Robert E. Guth, President & Chief Executive
  OfficerEACH OF THE ACC PARTIES
  LISTED BELOW
  EACH OF THE TELCOVE PARTIES LISTED
  BELOWBy:
  /s/ Joe W. Bagan
  
  By:
  /s/ Robert E. GuthJoe W. Bagan, Senior Vice President &
  Chief Administrative Officer
  
  
  Robert E. Guth, President
  & Chief
  Executive OfficerOTHER ACC PARTY
  SIGNATORIES:
  
  OTHER TELCOVE PARTY SIGNATORIES:ACC OPERATIONS, INC.
  
  ADELPHIA BUSINESS SOLUTIONS ATLANTIC, INC.ACC TELECOMMUNICATIONS,
  LLCACC TELECOMMUNICATIONS OF VIRGINIA, LLC
  
  ADELPHIA
  BUSINESS SOLUTIONS OPERATIONS, INC.ADELPHIA BUSINESS SOLUTIONS OF VIRGINIA, LLC  5