Exhibit 10.04.3  COMMERCIAL SERVICES AGREEMENT  This Commercial
Services Agreement is made as of April ,
2004, by and among Adelphia Communications Corporation, a Delaware corporation
(ACC), debtor-in-possession, and its affiliates that are signatories
hereto (together with ACC, the ACC Parties and each, individually, an ACC
Party), 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 each, individually, a TelCove Party).  W I  T  N  E  S
S  E  T  H:  WHEREAS,  as a part of the Global Agreement (as defined
below) between ACC and TelCove, the ACC Parties have agreed to purchase,
subject to an annual minimum business commitment and other conditions, the
services listed in Exhibit A and/or those services generally offered by
the TelCove Parties to other customers; and  WHEREAS,
the parties have agreed to execute this Commercial Services Agreement to reflect
the provisions of the Settlement (as that term is defined in the Global
Agreement) and the terms and conditions under which the services will be
provided by the TelCove Parties to the ACC Parties; and  WHEREAS,
the ACC Parties desire to purchase and the TelCove Parties desire to sell
services on the terms and conditions stated in this Agreement.  NOW,
THEREFORE, in consideration of the mutual 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:  1.Term.  1.1This
Agreement shall be effective as of the date hereof and, unless terminated earlier
as specified herein, shall continue in effect until the fifth anniversary of
the Commitment Commencement Date (as that term is defined in Section 3.7.2) (Initial
Term).  Thereafter, unless
terminated earlier pursuant to Section 9, if a Party has not terminated this
Agreement by providing the other Party written notice no less than ninety (90)
calendar days in advance of the expiration of the Initial Term, this Agreement
shall renew automatically for successive terms of one quarter each (each a Renewal
Term) until terminated by either Party by providing the other Party
written notice no less than thirty (30) calendar days in advance of the
expiration of the then current Renewal Term. 
However, the Annual Commitment (as defined in Section 3.7) shall terminate
following the Initial Term of this Agreement and shall not continue during any
Renewal Term.  1.2Notwithstanding
the foregoing, and further subject to the termination provisions contained
herein or in any Service Order, neither Party shall terminate this Agreement if
any Service Order is in effect.  Each
Service Order executed under this Agreement shall have its own term as noted in
the Service Order, and unless terminated earlier as specified in Section 9, each
Service Order shall automatically renew for successive one month renewal terms
unless either Party gives


written notice to the other Party not less than thirty
(30) calendar days before the end of the Initial Term or the then current
Renewal Term that such Service Order will not be renewed.  1.3In
the event of expiration or termination of a Service Order or this Agreement,
the Parties shall work cooperatively for up to three (3) months to minimize any
potential interruptions of Service and/or other disruptions or inconveniences
to Customer and its end users.  In the
event that a Service Order or this Agreement is terminated by Provider for any
reason except Customers monetary default, Customer may specify in writing a
holdover schedule of up to three (3) months with respect to the Service(s) or
Order(s) being terminated.  Provider
agrees to continue performing the terminated Service(s) during the specified
period in accordance with the terms of this Agreement and the applicable
Service Order; provided that Customer shall pay Provider for the Service(s)
provided at a month-to-month rate specified in the applicable Service Order.  2.Definitions.  2.1
Customer shall mean the ACC Parties receiving the Service(s).  2.2
Firm Order Commitment or FOC shall mean a confirmation by
Provider specifying that a Service Order will be fulfilled and confirmation of
the date of installation and/or commencement of the requested Service(s) as
provided in the Service Order.  2.3 Global
Agreement shall mean the Global Settlement Agreement between ACC and
TelCove, dated as of February 21, 2004.  2.4
Global Closing and Global Closing Date each has the meaning
given to such term in the Global Agreement.  2.5
Party shall mean either of ACC or TelCove.  2.6Provider
shall mean the TelCove Parties providing the Service(s).  2.7Service
or Services shall mean those telecommunications services or other
services made available by Provider for purchase by Customer as set forth in Exhibit
A, services that are generally available to other TelCove customers in the
markets served by the TelCove Parties, or services described in an approved
Service Order.  2.8Service
Level Assurance or SLA shall mean the service levels set forth in
Exhibit C.  2.9Service
Order or Order shall mean a form submitted by Customer to
Provider ordering Services that is either signed by Provider or in respect of
which Provider has provided a Firm Order Commitment.  3.Scope.  3.1Provider
shall provide to Customer any Services requested by Customer in accordance with
this Agreement.  Customer may purchase
from Provider, in markets served by the TelCove Parties, Services for its own
use or for resale to its end users. 
Customer shall provide to Provider a list of individuals authorized to
submit Service Orders to Provider on Customers behalf.  2


3.2This
Agreement is non-exclusive and, except as provided in Section 3.7 below, shall
not require Customer to purchase any specific amount of Services from Provider
or to require or to restrict the purchase and/or resale of Services within any
geographic area.  3.3This
Agreement does not by itself create an Order for any Service.  Customer shall order Service by submitting a
Service Order as set forth in Section 4, and Provider will fulfill the Service
Order, if it offers the same service to other customers in the relevant
market.  The price for such Service shall
be the lowest of (i) the price set forth in Exhibit B, (ii) a bona fide
price/bid from a competitor for the same service of equal type and quantity in
the relevant market or (iii) twenty percent (20%) below Providers standard
rates in the relevant market.  If
Provider does not accept a Service Order from Customer at the pricing specified
above within ten (10) days of its receipt of such Service Order, and if
Customer receives the service so requested from a third party, Customer shall
receive a credit towards its Annual Commitment (defined below) equal to the
annual service charge that would have been applicable to the Service so
requested, on a prorated basis for the remainder of the Initial Term and any
Renewal Term, for so long as Customer continues to receive such service from a
third party unless and until Provider is willing to offer the Service to
Customer in the market and Customer is able to terminate without any premium or
penalty any contract it may have entered into with a third party provider of
such service.  3.4The
pricing set forth in Exhibit B or on an applicable Service Order shall
be reviewed by Provider and Customer on an annual basis and shall be revised to
be within ten percent (10%) of market prices in the relevant market for each
Service offered.  If no comparable market
rates are available for a particular Service, then the price shall equal twenty
percent (20%) less than Providers standard rate for the Service.  Customer may, at its discretion, request that
an independent third party (Arbinet or a similar provider) review Providers
rates for conformance with market rates or submit a bona fide request to other
competitors in the relevant market for bids. 
If such third party notifies Customer in writing that Providers rates
exceed the applicable market rate by at least ten percent (10%) using the
methods above, Provider shall either 1) reduce its rates to conform to the
market pricing, 2) determine that it will not continue to offer the Service to
Customer, in which case Customer shall have the right to a corresponding credit
against the Annual Commitment on an annual basis equal to the yearly service
charge that would have been applicable (as determined by the independent third
party or competitive bid) for the Service, on a prorated basis for the
remainder of the Initial Term and any Renewal Term, or 3) dispute the third
party findings/competitive bids and provide an independent analysis which
supports its rates.  3.5Relative
market price decreases which exceed twenty percent (20%) in one year or fifty
percent (50%) during the Initial Term of this Agreement shall require that the
parties meet and negotiate an appropriate adjustment to the Annual Commitment
(as defined below).  3.6Provider
agrees to provide the Services on the terms and conditions specified in this
Agreement and, if applicable, in Providers relevant tariff, and in accordance
with the Service Specifications described inExhibit
Cor on an applicable Service Order and the Remedies,
Network, and Escalation Procedures in Exhibit D.  Provider shall provide the Services in
accordance with customary standards of care and prudence in the
telecommunications industry.  3


3.7Customer
agrees to purchase a minimum of seven million eight hundred thousand dollars
($7,800,000) in Services (not including Taxes) from Provider on an annual basis
(the Annual Commitment) during the Initial Term of this Agreement.  3.7.1The
Annual Commitment shall be divided into four (4) equal quarterly commitments of
one million nine hundred fifty thousand dollars ($1,950,000) (the Quarterly
Commitment).  The Quarterly
Commitment shall be reduced by any service credits provided pursuant to this
Agreement.  If Customer exceeds the
Quarterly Commitment in any quarter (as the Quarterly Commitment may have been
reduced pursuant to the operation of this sentence), the excess shall be
applied to reduce the Quarterly Commitment in any subsequent quarter in that
year.  3.7.2Customer
shall have until the first day of the first calendar month beginning after the
date that is one hundred fifty (150) days after the Global Closing Date (such
first day, the Commitment Commencement Date) to order Services in the
required minimum amounts from Provider, at which time the Annual Commitment
requirement shall commence.  Therefore,
the first annual period for the purpose of calculating the Annual Commitment
(and the first quarter for the purpose of calculating the Quarterly Commitment)
shall commence on the Commitment Commencement Date.  Unless otherwise expressly provided herein,
each reference in this Agreement to a year or an annual period shall be deemed
to be a reference to the twelve (12) month period commencing with the
Commitment Commencement Date, or an anniversary thereof, and ending on the next
succeeding anniversary of the Commitment Commencement Date, and each reference to
a quarter shall be deemed to be a reference to any of the four consecutive
three month periods in any such annual period. 
Customer shall be entitled to a credit against the first Quarterly
Commitment and Annual Commitment in an amount equal to all revenues (not
including Taxes) paid by it in the period from the Global Closing Date to the
Commitment Commencement Date.  3.7.3Should
Customer not meet the Quarterly Commitment in any given quarter during the
Initial Term, it shall make additional payments (Additional Payments)
calculated as follows:  (a) if the actual
revenue during the relevant quarter (the Actual Revenue) is less than
$600,000, then the Additional Payment shall equal (x) 70% of the difference
between $599,999 and the Actual Revenue plus (y) $419,999.55; (b) if the Actual
Revenue is less than $1,200,000 and equal to or greater than $600,000, then the
Additional Payment shall equal (x) 45% of the difference between $1,199,999 and
the Actual Revenue plus (y) $150,000; and (c) if the Actual Revenue is less
than $1,950,000 and equal to or greater than $1,200,000, then the Additional
Payment shall equal 20% of the difference between $1,950,000 and the Actual
Revenue.  3.7.4Additional
Payments shall be calculated and paid quarterly within thirty (30) days after
the end of each quarter.  However,
Customer and Provider shall review within thirty (30) days after the end of
each annual period the level of Services provided by Provider to Customer and
the payments made by Customer in respect of those Services during such annual
period.  If Customer made an Additional
Payment in respect of any quarter (a Shortfall Quarter) and Customer
exceeded the Quarterly Commitment in any subsequent quarter (the Excess
Quarter) in the same annual period, then the excess  4


revenue over the Quarterly Commitment for the Excess Quarter shall be
applied retroactively as a credit against the Quarterly Commitment for the
Shortfall Quarter, the Additional Payment, after such application, shall be
recalculated, and Customer shall be reimbursed, via a service credit against
the Annual Commitment in the first quarterly period of the following annual
period, in an amount equal to the excess of the Additional Payment actually made
over the Additional Payment as so recalculated or, if this Agreement has
expired or terminated, Provider shall promptly pay such amount to Customer.  3.7.5For
purposes of calculating the annual revenue applicable to the Annual Commitment,
on-net long distance revenues shall not account for more than twenty five
percent (25%) of the total and off-net long distance revenues shall not account
for more than five percent (5%) of the total.  
Any on-net long distance revenues or off-net long distance revenues that
exceed the percentages stated herein shall not be counted towards the Annual
Commitment.  The foregoing limitations
shall be applied annually, not quarterly and any on-net long distance revenues
or off-net long distance revenues so excluded shall be excluded in determining
Customers compliance with the Quarterly Commitment for the fourth quarter of
each annual period and any required Additional Payment in such fourth quarter.  3.7.6The
IP transport services provided by the ACC Parties to the TelCove Parties under
the IP Transport Agreement of even date herewith (at a rate equal to $100 for
each one Megabit per second (1 Mbps) per month, regardless of the amount, if
any, actually paid under the IP Transport Agreement) shall be applied to the
first one million two hundred thousand dollars ($1,200,000) of the Annual
Commitment each year in equal amounts of three hundred thousand dollars
($300,000) per quarter regardless of actual capacity utilized by the TelCove
Parties.  In addition, Customer shall be
entitled to a credit against the Annual Commitment in an amount equal to IP
transport services used by the TelCove Parties under the IP Transport Agreement
(at a rate equal to $100 for each one Megabit per second (1Mbps) per month)
during the period between the Global Closing Date and the Commitment
Commencement Date.  Such credit may be
applied in any year during the Initial Term.  4.Service
Orders.  4.1Requests
for Service shall be completed by Customer on Providers standard order forms
in effect from time to time.  Each
Service Order must reference this Agreement. 
Each Service Order must specify the location, type and quantity of
Services requested and the Service term and minimum purchase commitments, if
any.  4.2Orders
may be transmitted via facsimile, mail delivery or electronic
transmission.  Provider will provide a
FOC within 48 hours of receipt of a completed Service Order that requires no
further clarification.  If required,
Provider must seek clarification of a Service Order within 48 hours of its
receipt.  4.3Provider
reserves the right to reject any Service Order which it cannot reasonably
fulfill in the required time period. 
Providers acceptance of a Service Order shall be subject to, without  5


limitation, Service
availability at the time Customer places such Service Order.  If Provider is unable to accept a Service
Order from Customer due to a lack of available facilities in a specific market
where it offers similar services to other customers and Customer receives the
service so requested from a third party, Customer shall receive a credit
towards its Annual Commitment equal to the annual service charge that would
have been applicable to the Service so requested, on a prorated basis for the
remainder of the term specified in such Service Order, for so long as Customer
continues to receive such service from a third party, unless and until Provider
is able to offer the Service to Customer in the market and Customer is able to
terminate without any premium or penalty any contract it may have entered into
with a third party provider of such service.  4.4This
Agreement will apply to any service provided by Provider to Customer whether
pursuant to a Service Order or otherwise. 
Any conflicting, different or additional terms and conditions contained
in Customers Service Order or elsewhere shall not constitute a part of this
Agreement absent written agreement by the parties (except for circuit or
pricing information or service quality that is filled in on Customers Service
Order and is accepted in writing by Provider). 
No action by Provider (including, without limitation, provision of
Services to Customer pursuant to such Service Order) shall be construed as
binding or estopping Provider with respect to such term or condition.  5.Pricing
Excludes Taxes.  The prices for all
Service ordered by Customer are specified in Exhibit B, or in the
applicable Service Order, but do not include federal, state and local taxes,
surcharges, assessments and other charges imposed by or levied by any
governmental entity on a Service (Taxes) which shall be the
responsibility of Customer.  6.Taxes.  Customer shall be liable for and will
reimburse Provider for payments of any and all applicable Taxes with respect to
transactions under this Agreement, including any charges or surcharges mandated
or imposed on Provider by governmental or regulatory agencies, including the
Universal Service Fund contributions recoupment, but Customer will not be
liable for taxes on Providers income or property.  Taxes payable by Customer shall be separately
stated in Providers invoices and are not included in the prices set forth in Exhibit
B.  Customer will not be liable for
any tax for which a valid exemption certificate acceptable to the applicable
state or local taxing authorities is furnished by Customer to Provider;
provided, however, Customer must provide such exemption certificate evidencing
such claimed exemption within thirty (30) days of an accepted Service Order.  Customer will defend and indemnify Provider
against any penalty, fine or other payment arising out of any improper
exemption claimed by Customer.  Amounts
paid by Customer pursuant to this Section shall not be applied to the Annual
Commitment.  To the extent
reasonably possible, the Parties shall cooperate in any contest of any Taxes or
similar fees so as to avoid prejudicing the interests of the other Party; provided, however, that neither party shall be required to
participate in questioning or challenging any Taxes or similar fees to the
extent that, in such Partys sole discretion, such action is inconsistent or
potentially detrimental to such Partys reasonable business interests.  Either Party may protest to any taxing or
assessing authority or other third party, the assessment or payment of any
Taxes or similar fees it is obligated to pay pursuant to this Section 6.  The protesting Party shall promptly notify
the other Party in writing of such protest. 
If the protesting Party elects to withhold payment of any amount owed to
the taxing or assessing authority or  6


other third party, it shall take such action as is necessary to prevent
the imposition of any liens by the taxing authority (e.g., posting a bond or
paying the disputed amount while the protest is pending).  7.Payment
and Billing.  7.1.  Provider
will invoice Customer for Services on a monthly basis for recurring charges,
and will begin invoicing Customer upon the installation date of a Service Order
regardless whether any Customer-provided local access or other third party
services are ready for Customers use. 
Customer will pay each Provider invoice for Services, excluding any
portion of the charges that Customer is disputing in good faith, within thirty
(30) days of the date of the invoice (Due Date).  7.2  Nonrecurring
charges will be due and payable in advance of installation or as specified in
the applicable Service Order.  7.3  From and
after the first day after the Due Date, interest on late payments will accrue
at the lower of 1.0% per month, or the highest rate allow by law, on the unpaid
balance.  7.4Invoices
for Services shall be sent to ACC at:  Adelphia
Communications Corporation
Attention:  Bryan Rubin
5619 DTC Parkway, Suite 800
Denver, CO  80111  7.5  In the
event that Customer shall, in good faith, dispute any amounts set forth in any
invoice received from Provider, Customer shall (i) pay all undisputed
charges by the Due Date; and (ii) present by the Due Date a written
statement of amounts disputed in good faith in reasonable detail with
supporting documentation.  Disputed
charges mutually agreed upon and in favor of Provider will be paid within
fifteen (15) business days of resolution, together with interest at a rate
equal to the lesser of one percent (1%) per month and the highest rate
permitted by law on such payment amount from the Due Date until paid.  Disputed charges mutually agreed upon in
favor of Customer will, if such charges shall have been paid by Customer, be
credited to payment of future amounts when invoiced by Provider to Customer or,
if any such credited amounts remain outstanding as of the expiration or
termination of this Agreement, Provider shall promptly pay such credited amount
to Customer.  While any dispute is being
resolved, so long as this Agreement has not expired or been terminated, each
party to such dispute shall, so long as the other party is acting in good faith
in attempting to reach resolution of such dispute and is otherwise performing
its obligations hereunder, continue to perform its obligations hereunder.  7.6  Payment of
an invoice will not jeopardize Customers ability to dispute an invoice.  Except as required by Section 7.5, Customer
must submit any billing disputes in writing to Provider within 120 days of
Customers receipt of the invoice or Customer shall waive its right to do so.  7.7  Any dispute
on an invoice which cannot be resolved within thirty (30) days after submission
of the dispute by Customer to Provider will be escalated within the management
levels of each Party as follows:  7


7.7.1.  Providers Director of Carrier Services and a
comparable executive of Customer will consider the dispute and attempt
resolution of such dispute.  If the dispute
is not resolved after thirty (30) days at the Director management level, the
Parties agree the dispute will be escalated to the Vice President level of each
Party.  7.7.2  If the dispute is not resolved within sixty
(60) days after the negotiations by the Parties identified in Section 7.7.1,
then the Parties may seek resolution by exercising any rights or remedies they
may have at law or in equity or under this Agreement.  During the resolution of disputes as provided
in this Section, so long as this Agreement has not expired or terminated, the
Parties shall continue to perform their obligations under this Agreement in
good faith.  8.Suspension.  Except for amounts disputed by Customer in
accordance with Section 7, in the event payment in full is not received from
Customer on or before the Due Date, Provider shall have the right upon prior
written notice to suspend the applicable portion of Customers Service(s).  In addition, Provider shall have the right to
place any pending Service Orders on hold, and to decline to accept any Service
Order or other requests from Customer to provide any Service.  Provider may continue suspension until such
time as Customer has paid in full all undisputed charges then due, including
any applicable reinstallation charges and/or late fees.  Following receipt of Customers payment, and
provided Provider has not exercised any of its rights to terminate this
Agreement and/or any Service Order, Provider shall reinstate Customers
Service(s) subject to Customers payment of any reconnection charges.  Providers suspension of Customers Services
shall not affect Customers obligation to pay for the Service(s) and to make
Additional Payments.  9.Termination.  9.1Termination
for Non-Payment.  In addition to Providers
right to suspend Service(s), Provider shall have the right to terminate any
Service Order for Customers failure to pay any delinquent undisputed invoice
within ten (10) business days following Customers receipt of written notice
from Provider.  Should Customer fail to
make material undisputed payments due under this Agreement or any Service Order
for a period of ninety (90) days after written notice and opportunity to cure,
Provider may terminate this Agreement and Customer shall be liable for the
present value (discounted at a rate of ten and one half percent (10.5%) per
annum) of any Additional Payments that would otherwise be due for the remainder
of the Initial Term.  9.2Termination
by Customer.  Customer shall have the
right to terminate this Agreement at any time for any reason upon ten (10)
business days prior written notice to Provider. 
If Customer terminates this Agreement pursuant to this Section 9.2
during the Initial Term, Customer shall make a termination payment to Provider
in an amount equal to the present value (discounted at a rate of ten and one
half percent (10.5%) per annum) of the difference of (a) the amount of revenue
that Customer would have paid for the remainder of the Initial Term under this
Agreement assuming Customer had made payment for Services hereunder in an
amount equal to the Quarterly Commitment for each quarter remaining in the
Initial Term, minus (b) an amount equal to the direct costs Provider
would have incurred in providing such Services, minus (c) Providers
general and administrative costs that would have been attributable to the
Providers provision of such Services.  8


9.3General
Termination for Material Breach.  In the
event either Party breaches any material term or condition of this Agreement
(other than a breach for failure to pay, which is governed by Section 9.1), the
other Party may terminate this Agreement (so long as it is not then in default
of any material term or condition of this Agreement) upon thirty (30) calendar
days written notice, unless the breaching Party cures the breach during such
thirty (30) calendar day period, or if such breach is incapable of being cured
within such thirty (30) day cure period, the Party has taken reasonable, good
faith efforts to cure the breach and has provided the other Party notice of
when the breach will be cured, but in no event may such period exceed sixty
(60) days from the receipt of the notice of breach.  9.4Termination
for Breach of Service Level Assurances. 
Should Provider fail to meet the Service Level Assurances provided in Exhibit
C or as are applicable to a Service Order, then the penalties provided in Exhibit
D, and the following procedure and remedies, shall apply:  9.4.1The
parties shall use best efforts to meet and confer as to any non-conforming
Services within five (5) days of written notice to Provider.  Provider shall detail a plan to correct any
non-conforming Service within ten (10) days of such meeting.  9.4.2Should
Provider not cure the non-conforming Service within thirty (30) days of the
initial meeting, or should a particular Service suffer three (3) or more
non-conforming incidents in a calendar year, then Customer shall have the right
to terminate the non-conforming Service and receive a credit towards its Annual
Commitment equal to the total of the prior years annual payments for the
applicable service bucket. For this purpose, the applicable service buckets
shall be defined as: 1) long distance services, 2) transport services and 3)
all other services.  10.Termination
Liability.  There shall be no early
termination penalties associated with the termination of any Service; however,
if a Service is terminated within ninety (90) days of service inception,
Customer shall be responsible for any applicable non-recurring charges.  11.Representations
and Warranties.  11.1ACC
Representations and Warranties.  ACC
represents and warrants to TelCove that it is a corporation, duly organized,
validly existing and in good standing under the laws of the State of Delaware,
with all requisite power and regulatory authority to enter into and perform its
obligations under this Agreement in accordance with its terms.  ACC represents and warrants that it has the
authority to bind its affiliates that will benefit from this Agreement and each
such affiliate has all the necessary authorizations and licenses to purchase
the Services.  11.2TelCove
Representations and Warranties. 
TelCove represents and warrants to ACC that it is a corporation, duly
organized, validly existing and in good standing under the laws of the State of
Delaware, with all requisite power and regulatory authority to enter into and
perform its obligations under this Agreement in accordance with its terms.  TelCove represents and warrants that it has
the authority to bind its affiliates that will provide Services under this
Agreement and each such affiliate has all the necessary authorizations and
licenses to provide the Services.  11.3Limitation
of Liability.  NO PARTY SHALL BE
LIABLE TO ANY OTHER PARTY FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL,
INCIDENTAL OR  9


INDIRECT LOSSES OR DAMAGES (WHETHER
FORESEEABLE OR NOT) AS A RESULT OF THE PERFORMANCE OR NONPERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT, OR ITS ACTS OR OMISSIONS RELATED TO THIS
AGREEMENT OR ITS USE OF THE SERVICES OR OTHER FACILITIES THAT ARE SUBJECT TO
THIS AGREEMENT, WHETHER OR NOT ARISING FROM SOLE, JOINT OR CONCURRENT
NEGLIGENCE, CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR VIOLATION OF LAW
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  11.4Nothing
contained herein shall operate as a limitation on the right of any party to
this Agreement to bring an action or claim for damages against any third party,
including indirect, special, incidental, consequential, exemplary or punitive
damages, based on any acts or omissions of such third party as such acts or
omissions may affect the construction, operation or use of such partys
facilities.  11.5Customer,
in any contract or tariff offering of service, capacity, or rights of use that
involves any facilities that are subject to this Agreement, shall include in
such contract or tariff a written limitation of Providers liability that is
binding on its customers and in all material respects is at least as
restrictive as the limitations set forth in Section 11.3.  The limitation on liability contained in any
contract or tariff offering pursuant to this Section 11.5 need not identify
Provider or Customer by name.  11.6DISCLAIMER
OF WARRANTIES.  EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY WARRANTY TO ANY
OTHER PARTY OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED OR
STATUTORY, AS TO THE INSTALLATION, DESCRIPTION, QUALITY, MERCHANTABILITY,
COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SERVICE PROVIDED
HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH
WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.  12.Intellectual
Property Indemnity.  12.1Provider
shall defend, indemnify, and hold harmless Customer and its affiliates,
customers, resellers, end users, shareholders, employees, directors, officers,
and agents from any third party claim alleging that a Service provided
hereunder violates the patent, trade secret, copyright, or other intellectual
property right of any third party (Infringement Claim); provided that
Customer provides Provider with: 
(a) prompt notice of such claim; (b) sole control over the
defense and/or settlement of such claim; and (c) all assistance reasonably
required for the defense of such claim.  Failure of Customer to comply with
clauses (a), (b) and (c) of this paragraph shall not relieve Provider of any of
its obligations under this Section 12, except to the extent that Provider is materially
prejudiced by such failure.  12.2If
the use of a Service is enjoined as a result of an Infringement Claim, in
addition to the indemnity set forth in Section 12.1 above, Provider shall (at
its option): (a) obtain for the Customer the right to use the infringing
Service; (b) modify such Service in a manner that maintains all existing
functionality, is reasonably acceptable to the Customer, and does not infringe
any third party intellectual property rights; or (c) substitute equivalent
services that are  10


reasonably acceptable to the Customer and do
not infringe any third party intellectual property rights.  13.INDEMNIFICATION
AND OTHER REMEDIES.  13.1Indemnification.  To the fullest extent permitted by law, the
ACC Parties (individually or collectively as a party) and the TelCove Parties
(individually or collectively as a party) shall each, as the first party,
indemnify, defend, protect and hold harmless the other party and each of its
affiliates from and against 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:  13.1.1Claims
for libel, slander, infringement of copyright or unauthorized use of trademark,
trade name or service mark arising out of or relating to the provision or use
of the Services and caused by the first party as Customer or Provider, as the
case may be;  13.1.2Claims
arising out of the tortious act(s) or omission(s) of the first party as
Customer or Provider, as the case may be;  13.1.3the
first partys breach of any of its warranties or the failure to perform any of
its obligations hereunder; and  13.1.4Any
violation by the first party of regulations, rules, statutes, or court orders
of any local, state, or federal governmental agency, court, or body in
connection with its performance under this Agreement or its use or provision of
the Services;  provided,
however, each partys obligations to
provide indemnity shall be subject to  Section 11.3, Limitation of Liability.  13.2Survival.  The obligations of the parties in Section
13.1 shall survive the expiration or termination of this Agreement.  The provisions of Section 17, Insurance,
shall not be construed as limiting any partys obligations pursuant to Section
13.1 or other provisions of this Agreement. 
No party shall indemnify or otherwise be liable to any other party with
respect to any claim for indemnification under Section 13.1 unless notice of
the claim is given within one year after the expiration or termination of this
Agreement; provided, however,that this
limitation shall not apply to any indemnification claim arising from a proceeding
brought against the indemnified party by a third party.  13.3Procedure.  Any party seeking indemnification under this
Section 13 (the Indemnitee) shall notify the party from which
indemnification is sought (the Indemnitor) in writing with respect to
any claims within the indemnification provisions hereof.  In the case of an indemnification claim
arising from a proceeding brought against the Indemnitee by a third party, the
Indemnitee shall notify the Indemnitor of the third-party claim within thirty
days after the commencement of such proceeding; provided, however, that failure of the Indemnitee to give the Indemnitor
notice as provided in this sentence shall not relieve the Indemnitor of any of
its obligations under this Section 13, except to the extent that the Indemnitor
is materially prejudiced by such failure. 
If the facts giving rise to such indemnification involve any actual or
threatened  11


claim or demand by or against a third party, the
Indemnitor shall be entitled to control the defense or prosecution of such
claim or demand in the name of the Indemnitee, if the Indemnitor notifies the
Indemnitee in writing of its intention to do so and acknowledges its potential
liability to the Indemnitee hereunder within twenty days after its receipt of
notice from the Indemnitee.  The
Indemnitee shall have the right, however, at its own expense, to participate in
such proceeding through counsel of its own choosing. The Indemnitee shall, to
the extent requested by the Indemnitor and at the Indemnitors expense,
cooperate in the prosecution or defense of any claim and shall furnish any
records, information, and testimony and attend any conferences, discovery
proceedings, hearings, trials and appeals that the indemnifying party
reasonably requests in connection therewith.  13.4Specific
Performance.  Each of the parties
hereto acknowledges that the other parties would be irreparably damaged if this
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 Agreement and to enforce specifically this
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 Agreement.  13.5Right
to Perform.  13.5.1If
any party fails to perform or comply with any of its agreements contained
herein with respect to any obligations owed to any other party, then in
addition to its other rights and remedies, such other party may itself perform
or comply with such agreement on behalf of the non-performing party (but shall
not be obligated hereunder to do so), and the amount of the reasonable expenses
of such other party incurred in connection with such performance shall be
payable by such non-performing party to such other party within thirty (30)
days following such other partys written demand for payment.  If such non-performing party shall fail to
pay the amount of such expenses prior to the end of such thirty (30) day
period, such non-performing party shall be charged and shall pay the other
party, interest at a rate equal to the lesser of one percent (1%) per month and
the highest rate permitted by law on the amount of such expenses until it shall
be reimbursed by such non-performing party.  13.5.2Each
party shall have the right to access the properties and facilities of any other
party to the extent necessary to enable such party to exercise its rights under
this Section 13.5.  13.6Exculpation.  No party shall have recourse to any officer,
director, partner, employee, agent, representative or shareholder of any other
party for any obligation or liability of such other party under this Agreement
or for any cost, expense or damage arising from the failure of such other party
to perform any obligation of such other party under this Agreement.  13.7Attorneys
Fees.  In the event of a default by
any party that results in a lawsuit or other proceeding for any remedy
available under this Agreement, the prevailing party will be entitled to
reimbursement from the defaulting party of its reasonable legal fees and
expenses incurred as a result of such lawsuit or other proceeding.  12


14.Confidentiality.  The Parties agree to abide by the mutual
non-disclosure obligations set forth in the attached Exhibit E.  15.No
Publicity.  Neither Party may use the
name, logos, trademarks, service marks, or other proprietary identifying
symbols of the other Party in any press release, public statement, advertising,
signage, marketing materials, brochures, or other materials in any medium
without the other Partys prior written consent.  Any such permitted use shall comply with the
guidelines or instructions provided by the other Party.  A Party may revoke consent at any time for
any reason upon written notice to the other Party.  16.Force
Majeure.  16.1No
party shall be in breach of this Agreement with respect to any delay in its
performance caused by any of the following conditions (each a Force Majeure
event): (a) act of God; (b) fire; (c) flood; (d) any change after the Global
Closing Date in any governmental codes, ordinances, laws, rules, regulations,
or restrictions that prohibits or materially impairs the performance by such
party of its obligations under this Agreement; (e) war or civil disorder;  (f) terrorist actions; or (g) strikes or
utility company delays not resulting from the responsible partys failure to
timely take necessary actions.  The party
claiming relief under this Section 16 shall promptly notify the other parties
in writing of the existence of the Force Majeure event relied on, the expected
duration of the Force Majeure event, and the cessation or termination of the
Force Majeure event. The party claiming relief under this Section 16.1 shall
exercise commercially reasonable efforts to minimize the time for any such
delay.  16.2In
the event of a delaying or interfering condition having more than thirty (30)
days duration, the other Party not subject to the Force Majeure event may
terminate the affected Service(s) without liability for any termination charges
upon ten (10) days prior written notice to the Party invoking Section 16.1
above, subject to the transition provisions set forth in Section 1.3.  17.Insurance.  Each Party will maintain (at such Partys
expense and for itself and its affiliates that are parties to this Agreement)
during the term of this Agreement: Commercial General Liability Insurance in an
amount not less than one million dollars ($1,000,000) per occurrence for bodily
injury or property damage; Employers Liability Insurance in an amount not less
than one million dollars ($1,000,000) per occurrence; Workers Compensation
Insurance in an amount not less than that prescribed by statutory limits;
Commercial Automobile Liability Insurance applicable to bodily injury and
property damage, covering owned, non-owned, leased, and hired vehicles, in an
amount not less than two million dollars ($2,000,000) per accident; and
Umbrella or Excess Liability Insurance with a combined single limit of no less
than one million dollars ($1,000,000) per occurrence to apply over Commercial
General Liability, Employers Liability, Workers Compensation, and Commercial
Automobile Liability Insurance.  Each
Party will provide the other Party with copies of such policies upon written
request.  18.Assignment.  The ACC Parties or the TelCove Parties (the assigning
party) may assign or transfer this Agreement (i) in the case of TelCove,
to a person listed on Exhibit F that acquires substantially all of the
assets of the TelCove Parties, without the consent of the ACC Parties, and (ii)
in the case of any assigning party, to any other person that acquires
substantially all of the assets of the ACC Parties or the TelCove Parties, as
the case may be, or to a controlled affiliate of the ACC Parties or the TelCove
Parties, as the case may be, subject in any such case under this clause (ii) to
the prior written consent of the non-assigning parties, which consent shall not
be unreasonably withheld.  Each Party  13


acknowledges that this Agreement is being
entered into in accordance with the settlement contemplated by the Global
Agreement and that neither Party would have entered into this Agreement on the
terms contained herein except as part of the global settlement contemplated by
the Global Agreement.  Therefore, except
as expressly provided in the first or last sentences of this Section, no party
to this Agreement shall have the right to assign this Agreement or any of its
rights or obligations hereunder without the prior written consent of the other
parties, which may be withheld in their sole and absolute discretion.  Any attempted assignment without such written
consent shall be void and of no force or effect.  Notwithstanding
the foregoing, the ACC Parties shall have the right to assign this Agreement
upon notice to, but without the consent of, the other parties pursuant to: (a)
the terms of any plan or plans of reorganization filed in the ACC Parties
chapter 11 cases currently pending before the Bankruptcy Court for the
Southern District of New York; or (b) a sale of assets, which includes this
Agreement, pursuant to Section 363 of the Bankruptcy Code; provided, however,
that such right to assign shall be exercised only in accordance with and subject
to the provisions of Section 365 of the Bankruptcy Code.  1.19.
Governing Law.  This Agreement is
to be governed by and construed in accordance with the domestic laws of the
Commonwealth of Pennsylvania without reference to its choice of law principles,
except (a) insofar as the Communications Act of 1934, as amended, may control
any aspect of this Agreement, in which case such Act will govern such aspects
and (b) if a Service is subject to an alternative governing law provision set
forth in an applicable tariff, then such alternative governing law provision
shall apply to such Service.  20.Notices.  Unless otherwise provided in this Agreement,
all notices and communications concerning this Agreement shall be in writing
and addressed as follows:  If to any TelCove Party:
  TelCove
  Attention: Cost of Service
  712 N. Main
  Coudersport, PA 16915with a copy to (which
  copy shall
  not constitute notice):
  TelCove
  Attention: General Counsel
  121 Champion Way
  Canonsburg, PA 15317If to any ACC Party:
  Adelphia Communications Corporation
  Attention: Bryan Rubin
  5619 DTC Parkway, Suite 800
  Denver, CO 80111with a copy to (which
  copy shall
  not constitute notice):
  Adelphia Communications Corporation
  Attention: General Counsel
  5619 DTC Parkway, Suite 800
  Denver, CO 80111  or at such other address
as may be designated in writing to the other parties. Unless otherwise provided
herein, notices shall be hand delivered, sent by U.S. Mail, postage prepaid, or
by commercial delivery service, and shall be deemed served or delivered when
received at the address for notice specified above.  14


21.Miscellaneous.  21.1The
Exhibits referred to herein are integral parts hereof and are made a part of
this Agreement by reference.  21.2This
Agreement may only be modified or supplemented by an instrument in writing
executed by duly authorized representatives of the parties.  21.3This
Agreement may be executed in two or more counterparts, all of which taken
together shall constitute one and the same instrument.  21.4This
Agreement may be duly executed and delivered by a party by execution and
facsimile delivery of the signature page of a counterpart to the other party,
provided that, if delivery is made by facsimile, the executing party shall
promptly deliver a complete counterpart that it has executed to the other
party.  21.5
If any term of this Agreement (including without limitation a Service Order
issued hereunder) is invalid, illegal or incapable of being enforced by any
court order, rule of law, or public policy, all other conditions and provisions
of this Agreement shall nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to either Party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
shall negotiate in good faith to modify this Agreement so as to affect the
original intent of the Parties as closely as possible in an acceptable manner
to the end that the transactions contemplated hereby are fulfilled to the
greatest extent possible.  If the Parties
are not able to reach agreement as to such modifications within sixty (60) days
of the request of either Party to negotiate, then the parties obligations
hereunder shall be suspended until the earlier of the date on which the Parties
reach agreement or the date on which this Agreement expires or is otherwise
terminated.  21.6The
relationship created by this Agreement is non-exclusive.  The parties shall be free to acquire or
provide services similar to or identical to the Services from or to alternative
sources without obligation to the other parties.  The relationship of the parties is that of
independent contractors.  Each partys
employees and subcontractors shall be deemed to be independent contractors, and
not employees of the other parties, for the purposes of all-applicable laws and
regulations.  21.7This
Agreement is not intended by the parties to constitute or create any form of
business relationship beyond the express terms hereof, and the rights and
obligations of the parties shall only be those expressly set forth herein.  No party shall have authority to bind the
other parties, except to the extent expressly authorized herein.  21.8This
Agreement, and the terms and conditions of any applicable tariffs (including
all Orders issued hereunder) shall constitute the complete, final, and
exclusive statement of the terms of the agreement among the parties regarding
the subject matter hereof, and shall supersede all prior or contemporaneous
written or oral representations, understandings, and communications relating
thereto.  The terms and conditions of
this Agreement shall not be varied, supplemented, waived, qualified, modified,
or interpreted by any prior or subsequent course of dealing among the parties,
failure, or delay to enforce any rights hereunder, or by any usage of trade or
manner other  15


than by a subsequent writing signed by
authorized representatives of all of the parties.  No party shall be bound by any pre-printed
terms additional to or different from those in this Agreement that may appear
subsequently in any other partys form documents, purchase orders, quotations,
acknowledgments, invoices, or other communications unless it has executed such
form documents, purchase orders, quotations, acknowledgments, invoices, or
other communications.  21.9Rules
of Construction.  21.9.1Words
in this Agreement that import the singular connotation shall be interpreted as
plural, and words that import the plural connotation shall be interpreted as
singular, as the identity of the parties or objects referred to may require.  Whenever the words include, includes or including
are used in this Agreement, they shall be deemed to be followed by the words without
limitation.  21.9.2Unless
expressly defined herein, words having well-known technical or trade meanings
shall be construed in accordance with such meanings.  21.9.3Except
as set forth to the contrary herein, any right or remedy of the parties shall
be cumulative and without prejudice to any other right or remedy, whether
contained herein or not.  21.9.4Nothing
in this Agreement is intended to provide any legal rights to anyone not an
executing party of this Agreement.  21.9.5This
Agreement has been fully negotiated between and jointly drafted by the parties.  21.9.6Except
as otherwise set forth herein, for the purpose of this Agreement the standards
of performance within the communications industry in the relevant market shall
be the measure of whether a partys performance is reasonable and timely.  21.9.7The
captions or headings in this Agreement are strictly for convenience and shall
not be considered in interpreting this Agreement or as amplifying or limiting
any of its content.  Except as the
context otherwise indicates, all references to Sections and Exhibits refer to
Sections of, and Exhibits attached to, this Agreement.  21.9.8The
failure of any party to enforce any of the provisions of this Agreement, or the
waiver thereof in any instance, shall not be construed as a general waiver or
relinquishment on its part of any such provision, but the same shall
nevertheless be and remain in full force and effect.  16


IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their respective authorized representatives as of
the date and year first above written.  ACC PARTIES:
  TELCOVE PARTIES:ADELPHIA
  ADELPHIA
  BUSINESS SOLUTIONS, INC.,
  d/b/a
  TELCOVE, FOR ITSELF AND ITS OPERATING
  SUBSIDIARIES AND AFFILIATESBy:
  /s/ Joe W. BaganJoe
  W. Bagan, Senior Vice President &
  By:
  /s/ Robert E. GuthChief Administrative
  Officer
  
  Robert E. Guth, President & ChiefExecutive
  OfficerACC OPERATIONS, INC. FOR ITSELF AND ITS
  OPERATING SUBSIDIARIESBy:
  /s/ Joe W. BaganJoe
  W. Bagan, Senior Vice President &
  Chief Administrative Officer  17


List of Attachments:  Exhibit A
  
  List of ServicesExhibit B
  
  PricingExhibit C
  
  Service
  SpecificationsExhibit D
  
  Remedies,
  Network Monitoring and Escalation ProceduresExhibit E
  
  Confidentiality
  TermsExhibit F
  
  Permitted
  TelCove Assignees