EXHIBIT 10.05  LEVERAGED RECAPITALIZATION AGREEMENT  December 13, 2001   The parties to
this agreement are Century/ML Cable Venture, a New York joint venture (Buyer),
ML Media Partners, L.P., a Delaware limited partnership (Seller), Century
Communications Corp., a Texas corporation (Century), Adelphia Communications
Corporation, a Delaware corporation (Adelphia), and Highland Holdings (Highland),
a Pennsylvania general partnership in which members of the Rigas family are
partners.  Seller and
Century, a wholly owned indirect subsidiary of Adelphia, each hold a 50%
interest in Buyer and are parties to an Amended and Restated Joint Venture
Agreement dated January 1, 1994 with respect to Buyer (the Joint Venture
Agreement).  Buyer owns and operates cable
television systems in Puerto Rico and also owns all of the outstanding stock of
Century-ML Cable Corporation (the Subsidiary), a Delaware corporation that
owns and operates cable television systems in Puerto Rico. The cable television
systems owned by Buyer and by the Subsidiary are referred to collectively as
the Systems.  A dispute has
arisen between Adelphia, Century and Seller with respect to various matters
relating to Buyer and an action (the Action) entitled ML Media Partners, L.P.
v. Century Communications Corp., Adelphia Communications Corp. and Arahova Communications,
Inc. is now pending in the Supreme Court of the State of New York, County
of New York.  Simultaneously with the
execution and delivery of the agreement, Buyer and Seller are entering into a Stipulation
of Settlement (the Settlement Agreement) with respect to the Action that
contemplates the redemption by Buyer of Sellers 50% interest in Buyer (Sellers
Interest) or, if for any reason Buyer fails to consummate the redemption of
Seller s Interest, the purchase of the Sellers Interest by Adelphia on the
terms set forth in this agreement.  Accordingly,
it is agreed as follows:  1.Sale
and Redemption of Sellers Interest; Certain Events Upon Default.  1.1Redemption.  At the closing referred to in section 3,
Seller shall sell, assign and transfer Sellers Interest to Buyer, and Buyer
shall redeem, purchase and accept Sellers Interest from Seller, for the purchase
price determined in accordance with section 2 of this agreement.  1.2Adelphia
Purchase Obligation.  If for any
reason Buyer fails to consummate the redemption of Sellers Interest on or
before September 30, 2002 (or, if any of the events referred to in section 3.3
shall have occurred, on or before the Accelerated Closing Date referred to in
section 3.3), on October 1, 2002 (or, if any of the events referred to in
section 3.3 shall have occurred, on the first business day after the
Accelerated Closing


Date), Adelphia shall purchase Sellers
Interest for the purchase price determined in accordance with section 2 and
otherwise on the same terms as the purchase was to have been made by Buyer,
except that Adelphias obligation to purchase Sellers Interest shall not be
subject to the conditions in section 9.1 and shall be absolute and
unconditional (except for satisfaction of the condition in section 9.1(a) only
with respect to the representations and warranties in the first sentence of
section 4.1 and in section 4.3 and the condition in section 9.1(d)).  1.3Nature
of Adelphia Obligation; Remedies.  Adelphia
shall be obligated to consummate the purchase under section 1.2 regardless of
the reason for Buyers failure to consummate the purchase and notwithstanding
that any condition to Buyers obligation to redeem Sellers Interest under
section 9.1 shall not have been satisfied (except that Adelphia shall not be
obligated to consummate the purchase if the condition in section 9.1(a) only
with respect to the representations and warranties in the first sentence of
section 4.1 and in section 4.3 or the condition in section 9.l(d) has not been
satisfied) and notwithstanding that there then exists any injunction
prohibiting Buyer or Adelphia from consummating the redemption or purchase of
Sellers Interest.  If for any reason
(other than as set forth in the preceding sentence) Adelphia shall fail to
consummate the purchase under section 1.2, the provisions of section 1.4 shall
apply and, in addition, Seller may pursue all of its rights and remedies, at
law or in equity, including, but not limited to, (a) its right to damages
resulting from the breach (without any obligation to take any action to
mitigate those damages), (b) its rights and remedies under the Consent Order
entered August 3, 2000 (which, under the terms of the Settlement Agreement, shal1
be terminated as of the Closing Date and shall be suspended from this date
until September 30, 2002 (or, if any of the events referred to in section 3.3
shall have occurred, until the day following the Accelerated Closing Date), and
(c) its rights and remedies with respect to the claims asserted by it inthe
Action or arising after commencement of the Action, and none of Adelphia,
Buyer, Century or Highland shall assert that the scope of Sellers remedies are
limited by any election of remedies or comparable theory under applicable law.  1.4Termination of
Adelphias Service as Manager Upon Default. 
If Buyer fails to redeem Sellers Interest on or before September 30, 2002and
Adelphia fails for any reason (other than as set forth in the first sentence of
section 1.3) to purchase Sellers Interest on October 1, 2002, as required by
section 1.2, on October 2, 2002, Seller automatically shall become the manager
of the Systems without any further action by Adelphia, Century or Seller.  If, however, any of the events referred to in
section 3.3 shall have occurred and Buyer shall have failed to redeem Sellers
Interest on the Accelerated Closing Date and Ade1phia shall have failed for any
reason (other than as set forth in the first sentence of section 1.3) to
purchase Sellers Interest on the next business day after the Accelerated
Closing Date, on the following business day Seller automatically shall become
the manager of the Systems without any further action by Adelphia, Century or
Seller. Accordingly, Adelphia hereby resigns as manager of the Systems
effective as of the date that Seller becomes entitled to be the manager of the
Systems in accordance with this section 1.4; Adelphia may not under any
circumstances or for any reason seek to revoke its resignation or otherwise
take any action to hinder or delay the transfer of management responsibility to
Seller in accordance with this provision.  2


1.5Provisions
Applicable to Transfer of Management. 
If pursuant to section 1.4 Seller becomes the manager of the Systems,
Seller shall have all of the rights, powers and authority with respect to the
management of the Systems that Century had pursuant to section 8.3 and Adelphia
and Century shall cooperate with Seller, shall take all necessary action to
assure a smooth and immediate transition to Seller as manager (including, but
not limited to, arranging for prompt delivery to Seller of all financial and
accounting information and systems, all bank account authorizations, and all
agreements relating to the Systems), and shall use their best efforts to
continue to make available to Buyer the programming discounts and discounts on
purchases of equipment, materials and services (including, but not limited to,
insurance) that are available to Adelphia. In addition, notwithstanding
anything to the contrary in the Joint Venture Agreement, Seller shall have the
sole right (without any consent or other action by Adelphia or Century) to take
all action and determine the terms of and execute all documents relating to (a)
financing for the Systems (including, but not limited to, any new borrowings or
the repayment of anyexisting borrowings), (b) the sale
of the assets of the Systems, or (c) any other matter relating to Sellers
realization of the amounts to which it is entitled pursuant to the agreement.
Seller shall be entitled to a management fee determined on the same basis and
payable in the same manner as the management fee payable to Adelphia during the
period of itsservice as manager, together with
reimbursement of expenses to the extent provided for in the Joint Venture
Agreement.  2.Purchase
Price.  2.1Purchase
Price.  Subject to section 2.2, the
purchase price for Sellers Interest shall be $275 million if the closing is on
or before June 28, 2002, and shall increase at the rate of $1.6 million per
month if the closing is held on July 31, 2002, August 30, 2002 or September 30,
2002. The purchase price shall be payable at the closing by wire transfer of
immediately available funds to an account designated by Seller in writing at
least two business days prior to the Closing Date (as defined below).  2.2Adjustment of
Purchase Price Upon Certain Transactions.  (a)The
purchase price provided for in section 2.1 shall be subject to increase if (i)
pursuant to a transaction initiated or an agreement executed prior to the
Closing Date, there is any change in control of Adelphia (i.e., any transaction
that results in control of Adelphia by any individual, entity or group other
than the Rigas family) or Adelphia and its subsidiaries sell in one or more
transactions all or substantially all of the assets then held by them, or the
assets and business of cable systems serving more than 50% of the aggregate
number of subscribers of the cable systems then owned by them, or (ii) pursuant
to a transaction initiated or an agreement or agreements executed prior to or
within one year after the Closing Date, direct or indirect ownership of a 10% or
greater interest in the Systems is acquired by a party other than Adelphia or
Highland or any direct or indirect affiliate or subsidiary of Adelphia or
Highland, regardless of the form of the transaction (i.e., whether pursuant to
a sale of the interests in the Joint Venture or the stock of the Subsidiary,  3


the sale by Buyer or the Subsidiary of all or
substantially all of the assets of the Systems, the contribution of the
interests in the Joint Venture or the assets of the Systems to another entity
and the sale of interests in that entity, or otherwise).  Promptly after execution of the agreement or
agreements relating to any transaction referred to in this section 2.2(a)
(referred to as the Transaction), Adelphia shall give Seller notice of the
Transaction or proposed Transaction and shall furnish to Seller complete and
accurate information with respect to the terms of the Transaction or proposed
Transaction, together with copies of all agreements and other documents
executed in connection with the Transaction.  (b)If
the consideration payable in connection with any Transaction reflects either a
higher multiple of Operating Cash Flow of the entity or entities that are the
subject of the sale or of the Systems than the multiple of Operating Cash Flow
reflected in the purchase price provided for in section 2.1 of this agreement
or a higher per-subscriber price than the per-subscriber price reflected in the
purchase price provided for in section 2.1 of this agreement, the purchase
price payable for Sellers Interest shall be increased by an amount equal to
the greater of:  (i)$55,000,000, the
agreed-upon adjusted Operating Cash Flow of the Systems for the year ended
December 31, 2000 multiplied by the excess of the multiple of Operating Cash
Flow reflected in the consideration payable in connection with Transaction over
the multiple of Operating Cash Flow reflected in the purchase price provided
for in section 2.1; and  (ii)the number of
subscribers to the Systems as of December 31, 2001 multiplied by the excess of
the per-subscriber price reflected in the consideration payable in connection
with Transaction over the per subscriber price reflected in the purchase price
provided for in section 2.1.  (c)For
the purpose of this section 2.2:  (i)the multiple of
Operating Cash Flow of the Systems reflected in the base purchase price
provided for in section 2.1 shall be deemed to be 10;  (ii)the per subscriber
price reflected in the purchase price provided for in section 2.1 shall be deemed
to be the base purchase price pursuant to section 2.1 divided by the number of
subscribers to the Systems as of December 31, 2001;  (iii)the
multiple of Operating Cash Flow reflected in the consideration payable in any
Transaction referred to in clause (i) of section 2.2(a) shall be calculated on
the basis of the consolidated Operating Cash Flow of Adelphia and its
subsidiaries for the twelve-month period ending on the last day of Adelphias
fiscal quarter immediately preceding the execution of the agreement or
agreements relating to the Transaction;  (iv)the multiple of Operating
Cash Flow reflected in the consideration payable in any Transaction referred to
in clause (ii) of section 2.2(a) shall be  4


calculated on
the basis of the consolidated Operating Cash Flow of the Systems and any other
systems included in the Transaction for the twelve-month period ending on the
last day of the fiscal quarter of the Systems immediately preceding the
execution of an agreement or agreements relating to that Transaction;  (v)the per-subscriber
price reflected in the consideration payable in any Transaction referred to in
clause (i) of section 2.2(a) shall be calculated on the basis of the number of
subscribers of Adelphia or, if the Transaction does not involve a sale of
Adelphia or a change in control of Adelphia, of the number of subscribers of
the cable systems involved in the Transaction, on the last day of Adelphia s
fiscal quarter immediately preceding the execution of the agreement or
agreements relating to that Transaction;  (vi)the per-subscriber price
reflected in the consideration payable in any Transaction referred to in clause
(ii) of section 2.2(a) shall be calculated on the basis of the number of subscribers
of the Systems and any other systems included in the Transaction as of thelast
day of the fiscal quarter of the Systems immediately preceding the execution of
the agreement or agreements relating to that Transaction;  (vii)Operating Cash Flow shall
be determined without taking into account any extraordinary items;  (viii)the consideration payable
in connection with any Transaction referred to in clause (i) of section 2.2(a)
shall be deemed to be an amount equal to the sum of (A) the cash payable
(whether denominated as purchase price, working capital adjustment, payment for
covenant-not-to-compete or otherwise), (B) the fair market value of any other
consideration received (any common shares received from a purchaser that is a
public company to be valued at the average closing price of the purchasers
common stock for the 10 trading days immediately prior to the date of execution
of the sale agreement), (C) the amount of all indebtedness of Adelphia and its
subsidiaries for money borrowed, and (D) the amount, if any, of negative
working capital as of the last day of the twelve month period ending on the
last day of Adelphias fiscal quarter immediately preceding the initiation of,
or the execution of the agreement relating to, the transaction, less (x) the
amount, if any, of positive working capital as of the last day of the twelve
month period ending on the last day of Adelphias fiscal quarter immediately
preceding the initiation of, or the execution of the agreement relating to, the
Transaction, and less (y) the fair market value of any other assets of Adelphia
and its subsidiaries not used in the operations of Buyers cable television
systems;  (ix)if the Transaction
referred to in clause (ii) of section 2.2(a) is a sale, the consideration payable
in connection with the Transaction shall be deemed to be an amount equal to the
sum of (A) the cash payable (whether denominated as purchase price, working
capital adjustment payment for covenant-not-to compete, or otherwise), (B) the
fair market value of any other consideration received (any common shares of a
purchaser that is a public company to be valued at the average closing price of
the purchasers common stock for the 10 trading days immediately prior to the
date of execution of the sale agreement), (C) the amount of all indebtedness
for money borrowed of the entities acquired or, if the Transaction is a sale of
the assets, the amount of all indebtedness for money  5


borrowed
assumed by the buyer, and (D) if the Transaction is a sale of interests or
stock, the amount, if any, of negative working capital of the entity as of the
last day of the twelve month period ending on the last day of Buyers fiscal
quarter immediately preceding the initiation of, or the execution of the
agreement relating to, the Transaction, less the amount, if any, of positive
working capital of the entity as of the last day of the twelve month period
ending on the last day of Buyers fiscal quarter immediately preceding the initiation
of, or the execution of the agreement relating to, the Transaction;  (x)if the Transaction
referred to in clause (ii) of section 2.2(a) is a contribution to another
entity and the sale of interests in that entity, the consideration payable in connection
with the Transaction shall be deemed to be an amount equal to (A) the sum of
the cash payable for the interests plus the fair market value of any other
consideration received for the interests times a fraction, of which the
numerator is 100 and the denominator is the percentage interest in the entity
acquired for such consideration, plus (B) the amount of indebtedness for money
borrowed or negative working capital of the entity, and minus (C) the positive
working capital of the entity.  (xi)If the interests in the
Joint Venture or assets of the Systems are sold, directly or indirectly,
together with interests in or assets of other cable systems owned by Adelphia
and its subsidiaries or if the interests in the Joint Venture or assets of the
Systems are contributed to an entity, together with interests in or assets of
other cable systems owned by Adelphia and its subsidiaries, the consideration
payable in connection with the Transaction shall be determined for all of the
systems as provided in clause (ix) or (x) and the multiple of Operating Cash
Flow or per subscriber price in the Transaction shall be deemed to be the
multiple of Operating Cash Flow or per subscriber price for the sale of the
interests in the Joint Venture or the assets of the Systems; provided, however,
that Seller may elect, within 30 days after notice from Adelphia of the terms
of the Transaction and the multiple of Operating Cash Flow or per subscriber
price in the Transaction, to determine the multiple of Operating Cash Flow or the
per subscriber price for the interests in the Joint Venture or the assets of
the Systems in the following manner: KPMG Peat Marwick LLP (the Accountants)
shall determine the fair market value of the interests in the Joint Venture or
the assets of the Systems, as the case may be, and the fair market value of
each other cable system (or entity) owned by Adelphia and its subsidiaries
included in the Transaction and the aggregate consideration payable in
connection with the Transaction (determined as provided above) shall be
allocated among the Systems and the other systems included in the Transaction
in proportion to their respective fair market values as determined by the
Accountants, and the multiple of Operating Cash Flow or the per subscriber
price for the Systems shall be determined based on the amount of consideration
allocated to the Systems and the Operating Cash Flow of the Systems or the
number of subscribers of the Systems. Adelphia shall timely provide to Seller
and to the Accountants all financial and other information reasonably requested
in connection with the determinations pursuant to this clause (xi).  (xii)the term Operating Cash
Flow means total gross revenues from the operations of the applicable systems
less all expenses of operating those systems other than interest, depreciation
and amortization, other non-cash expenses, income taxes, capital expenditures
and management fees (revenues and expenses to be determined in  6


accordance with
generally accepted accounting principles applied consistently with the audited
financial statements of the Joint Venture and the Subsidiary for the year ended
December 31, 2000); and  (xiii)the
number of subscribers to any cable systems shall be deemed to equal the sum of
(A) the number of persons who subscribe for the basic level of programming
service provided by the systems and have paid a bill for at least two months
service charge for such service at that systems standard rate and have no bill
that is unpaid sixty days after its due date, plus (B) the number of bulk rate
equivalent subscribers relating to the systems (with respect to each such system,
the number of bulk rate equivalent subscribers shall equal the quotient of (x)
the aggregate monthly bulk rate revenues for that system for basic service,
excluding any amount payable with respect to additional service (any charges
not specifically allocated to be allocated among the services provided on the
basis of the standard service charges in that system for the services
provided), divided by (y) the standard rate for basic service for that system.  (d)The amount of any
adjustment of the purchase price pursuant to this section 2.2 shall be
determined by agreement between Buyer and Seller, or, if they are unable to
agree within thirty days after the closing of the Transaction, by the
Accountants. The Accountants determination of any adjustment of the purchase
price, including the determination pursuant to section 2.2(c)(ix) shall be
final and binding onBuyer and Seller and the
Accountants fees shall be paid 50% by each ofAdelphia and
Seller. Each party shall furnish to the Accountants all such information as may
reasonably be necessary and shall otherwise cooperate to enable the Accountants
to make the determination pursuant to this section 2.2 at the earliest
practicable date.  (e)If the closing of any
Transaction referred to in section 2.2(a) occurs prior to the closing under
this agreement, at the closing under this agreement Buyer shall pay to Seller
the purchase price for Sellers Interest as provided in section 2.1 together
with any additional amount payable to Seller under this section 2,2; if the closing
of any Transaction referred to in section 2.2(a) occurs after the closing under
this agreement, any additional amount payable to the Seller under this section
2.2 shall be paid by wire transfer of immediately available funds within five
days after the closing of that Transaction.  2.3Escrow Deposit.  (a) Within
five days following the execution of this agreement, Highland shall deposit
into escrow with First Union National Bank (the Escrow Agent), as escrow
agent, the sum of $10 million in cash (the amount deposited together with all
interest earned thereon being referred to below as the Escrow Deposit),
pursuant to an Escrow Agreement in the form of exhibit 2.3 (the Escrow
Agreement).  (b)The
Escrow Deposit shall be held and disbursed in accordance with the Escrow
Agreement and the following terms;  7


(i)If the purchase of
Sellers Interest is consummated, Seller shall cause the Escrow Agent to pay
the Escrow Deposit to (or as directed by) Highland.  (ii)If
for any reason Buyer fails to redeem Sellers Interest on or before September
30,2002 (or, if any of the events referred to in section 3.3 shall have
occurred, on or before the Accelerated Closing Date), and Adelphia fails for
any reason (other than as set forth in the first sentence ofsection
1.3) to purchase Sellers Interest on October 1, 2002 (or, if any of the events
referred to in section 3.3 shall have occurred, on or before the next business
day after the Accelerated Closing Date), as required by section 1.2, Seller
shall be entitled, as partial payment of its damages, to the amount of the
Escrow Deposit, which shall be paid to Seller as provided in section
2.3(b)(iv).  The payment of the Escrow
Deposit to Seller as provided in this section 2.3(b) shall be in addition to
all other rights and remedies that Seller may have under this agreement and
under applicable law as a result of the failure by Buyer or Adelphia to purchase
Sellers Interest in accordance with the terms of this agreement.  (iii)Notwithstanding
anything to the contrary in section 2.3(b)(ii), if the purchase of Sellers
Interest is not consummated by Buyer or Adelphia solely as a result of the
failure of the condition in section 9.1(d) and Buyer and Adelphia shall have
duly performed their obligations under this agreement (including, but not
limited to, their obligations under sections 8.2 and 8.5), Highland shall be
entitled to the amount of the Escrow Deposit.  (iv)Promptly
following the occurrence of an event that results in the entitlement of Seller
or Highland to the Escrow Deposit, Seller shall give instructions to the Escrow
Agent to disburse the amount of the Escrow Deposit to the party entitled
thereto, and within five days after receipt of Sellers instructions, the
Escrow Agent shall pay the amount of the Escrow Deposit in the manner directed
by Seller.  (v)The
Escrow Agent shall be absolutely and unconditionally obligated to disburse the
Escrow Deposit pursuant to Sellers instructions (notwithstanding the receipt
of contrary instructions from Buyer, Adelphia or Highland or anyone acting on
behalf of any of them). Neither Buyer, nor Adelphia or Highland, nor anyone
acting on behalf of any of them, shall give any instructions to, or otherwise
communicate with, the Escrow Agent and each of them shall proceed exclusively
against Seller with respect to any claim that it may have arising out of the
instructions given by Seller to the Escrow Agent or the payment by the Escrow
Agent of the Escrow Deposit in the manner directed by Seller.  2.4Pledge
of Interest.  As collateral security
for the performance by Adelphia of its obligation under section 1.2 of this
agreement, upon execution of this agreement Century is granting to Seller a
security interest in its 50% interest in Buyer, pursuant to a Security and
Pledge Agreement in the form of exhibit 2.4.  8


2.5Additional
Security.  (a)If Buyer makes any
borrowing permitted by section 8.8 of this agreement, simultaneously with the
borrowing, at Adelphias election, (i) Buyer shall cause the Lenders (as
defined in section 8.8) to deposit the proceeds of the borrowing with the
Escrow Agent, to be held by it pursuant to the Escrow Agreement (any amounts so
deposited and all interest earned on that amount being referred to below as the
Loan Escrow), or (ii) Adelphia shall deliver or cause to be delivered to the
Escrow Agent an unconditional irrevocable letter of credit in favor of the
Escrow Agent (in the form of exhibit 2.5), issued by a bank with capital and
surplus in excess of $500 million, in the full amount of the borrowing.  (b)If
a Loan Escrow is deposited with the Escrow Agent, Buyer may from time to time
thereafter give notice to Seller that it has made or committed to make capital
expenditures for the Systems for which it desires to utilize a portion of the
Loan Escrow (any such notice to be accompanied by appropriate documentation relating
to those expenditures), and Buyer may concurrently give instructions to the
Escrow Agent to pay to it a portion of the Loan Escrow equal to the amount of
those expenditures, but the aggregate amount of the Loan Escrow that may be
paid to Buyer with respect to capital expenditures may not exceed $25 million.
Within three days after receipt of instructions from Buyer in accordance with
this provision, the Escrow Agent shall pay to Buyer the amount requested by
Buyer.  (c)If an irrevocable
letter of credit is delivered to the Escrow Agent as provided in section
2.5(a), Buyer may from time to time thereafter give notice to Seller and the
Escrow Agent that Buyer has made or committed to make capital expenditures for
the Systems (any such notice to be accompanied by appropriate documentation
relating to those expenditures), and, upon Adelphias request, the Escrow Agent
shall exchange or have amended the letter of credit held by it for a letter of
credit (in the same form) or an amendment in the amount of the original letter
of credit less the amount of those capital expenditures, but the aggregate
amount by which the letter of credit may be reduced with respect to capital
expenditures may not exceed $25 million.  (d)If pursuant to section
2.3 Seller becomes entitled to the Escrow Deposit, simultaneously with the
payment of the Escrow Deposit, the Escrow Agent shall pay to the Lenders the
amount of the Loan Escrow to be applied to the repayment of the borrowing(s);
if, however, an irrevocable letter of credit has been delivered to the Escrow
Agent by or on behalf of Adelphia, the Escrow Agent shall be instructed by
Seller immediately to draw on the letter of credit and promptly pay the
proceeds to the Lenders in repayment of the borrowing(s).  (e)If the purchase of Sellers Interest is
consummated, the Escrow Agent shall pay the amount of the Loan Escrow to (or as
directed by) Buyer, or, if the Escrow Agent is then holding a letter of credit
delivered by Adelphia, the Escrow Agent shall return the Letter of Credit to
Adelphia.  9


(f)Upon
receipt by Seller of notice of any default with respect to indebtedness
incurred in accordance with section 8.8, Seller may instruct the Escrow Agent
to pay to the Lenders the amount of the Loan Escrow, or, if Adelphia shall have
delivered or caused to be delivered to the Escrow Agent a letter of credit as
provided in section 2.5(a), Seller may immediately instruct the Escrow Agent to
draw on the letter of credit and pay the proceeds to the Lenders in repayment
of the indebtedness. In either event, Highland, Adelphia and Century jointly
and severally immediately shall pay to Buyer an amount equal to the excess of
the aggregate amount due to the Lenders and the amount paid to the Lenders from
the Loan Escrow or from the proceeds of the letter of credit, and that amount
promptly shall be paid by the Buyer to the Lenders; to the extent of the amount
of the capital expenditures funded pursuant to section 2.5(b) or 2.5(c), the
amount paid to Buyer by Adelphia, Highland or Century shall be deemed to be a
loan from Highland, Adelphia or Century, withoutinterest, repayable upon a sale of
the interests in the Buyer or the assets of the Systems.  (g)In
no event shall Seller instruct the Escrow Agent to draw on or otherwise utilize
any letter of credit delivered pursuant to section 2.5(a) except as Seller is
so permitted by section 2.3(d) or section 2.3(f).  3.Closing.  3.1Date
of Closing.  (a)The
closing under this agreement shall take place at the offices of Proskauer Rose
LLP, 1585 Broadway, New York, New York 10036 on September 30, 2002 (or, if
applicable, on the Accelerated Closing Date), subject to the satisfaction of
the closing conditions as provided in this agreement; provided, however, that
Buyer or Highland may elect to hold the closing on June28, 2002,
July 31, 2002 or August 30, 2002, by notice to Seller given at least 20 days
prior to the proposed date of the closing.  (b)If
for any reason Buyer fails to consummate the redemption of Sellers Interest on
or before the date of the closing provided for in section 3.1 (or, if any of
the events referred to in section 3.3 shall have occurred, on or before the
Accelerated Closing Date), the closing under this agreement shall be held at
the time provided for in section 1.2.  (c)The
date on which the closing occurs is referred to as the Closing Date.  3.2Time
of the Essence.  Time is of the
essence with respect to the performance by Buyer, Adelphia, Century and
Highland of all of their respective obligations under this agreement,
including, but not limited to, their respective obligations to consummate the
redemption and purchase of Sellers Interest on the dates provided for in
section 3.1 and the obligation of Highland to make the Escrow Deposit within
five days following execution of this agreement.  10


3.3Acceleration
of the Closing Date.  Notwithstanding
the provisions of section 3.1, the closing of the redemption or purchase under
this agreement shall be held on the tenth business day after the occurrence of
any of the following events (or the expiration of the waiting period under the
HSR Act (as defined in. section 8.2), if later) (the Accelerated Closing Date),
subject to satisfaction of the condition in section 9.1(a) (but only with
respect to the representations and warranties in the first sentence of section
4.1 and in section 4.3):  (a)the
closing of any Transaction referred to in section 2.2(a);  (b)the
occurrence with respect to (i) any indebtedness of Adelphia or its subsidiaries
for borrowed money in excess of $50,000,000, (ii) any indebtedness incurred
pursuant to sections 8.3(a)(ii) or 8.8, or (iii) the Senior Secured Notes
referred to in section 8.15 of
either (i) a payment default (and continuation of such payment default until
the expiration of any applicable grace period), or (ii) any other default (and
continuation of such default until the expiration of any applicable grace
period) and the receipt of notice from the lenders that as a result of such
default the lenders have taken or intend to take any action to accelerate the
indebtedness or otherwise pursue their rights and remedies with respect to the
indebtedness;  (c)the
revocation by the Puerto Rico Telecommunications Regulatory Board (the TRB)
or the City of San Juan of any franchise for the Systems;  (d)notice
from Seller that it has elected to accelerate the date of the closing as a
result of the failure by Adelphia or any of its subsidiaries duly to perform on
a timely basis any of their respective obligations under this agreement
(including, but not limited to, any of their respective obligations under
section 8.2, 8.3(a), (b), (c) or (d), 8.6(a) (but only with respect to the
conditions in sections 9.1(c) and (d) and 9.2(c) and (d)) or 8.7(a) or (b) and,
if the failure is subject to cure, the continuation of the failure for ten days
after notice (other than the failure to deliver financial information pursuant
to section 8.7(a) or (b) with respect to which Adelphia reasonably establishes
that it has made and is continuing to make reasonable efforts to deliver such
information as promptly as practicable, but this exception shall not apply
after any such failure has occurred on three separate occasions); or  (e)the
failure by Highland to make the Escrow Deposit within five days following
execution of this agreement as required by section 2.3.  4.Representations
and Warranties by Seller.  Seller
represents and warrants to Buyer, Century, Highland and Adelphia as follows:  11


4.1Authority of Seller.  Seller and its general partner each has the
full power and authority to enter into and perform this agreement in accordance
with its terms and the execution, delivery and performance of this agreement by
Seller and its general partner each have been duly authorized by all necessary
partnership action of Seller and its general partner, as appropriate. Seller is
not bound by any contractual or other obligation that would be violated by its
execution, delivery or performance of this agreement. This agreement
constitutes the valid and binding obligation of Seller enforceable against it
in accordance with its terms.  4.2No
Conflicts.  Subject to receipt of the
consents and approvals referred to in sections 8.1 and 8.2, the execution,
delivery and performance of this agreement by Seller and the sale of Sellers
Interest by Seller pursuant to this agreement will not violate any provision of
law applicable to Seller, or any order, judgment or decree to which Seller is a
party or by which Seller or any of its business or assets is bound or subject,
and will not result in the creation of any lien, charge of encumbrance upon
Sellers Interest or any of the assets or properties of Buyer.  4.3Ownership
of the Interest.  Immediately prior
to the closing Seller will be the record and beneficial owner of Sellers
Interest, free and clear of any claim, lien, security interest or
other-encumbrance, and at the closing Buyer will receive good and valid title
to Sellers Interest, free and clear of any claim, lien, security interest or
other encumbrance, in each case except for encumbrances under the Joint Venture
Agreement and except that Sellers Interest has been pledged as additional
security for the Senior Secured Notes due 2002 issued by Buyer (together, the Permitted
Liens).  Except for Sellers Interest,
Seller has no equity interest in Buyer.  5.Representations
and Warranties by Buyer.  Buyer
represents and warrants to Seller as follows:  5.1Authority of Buyer.  Buyer has the full power and authority to enter
into and perform this agreement in accordance with its terms and the execution,
delivery and performance of this agreement by Buyer have been duly authorized
by all necessary action of Buyer; Buyer is not bound by any contractual or
other obligation that would be violated by its execution, delivery or performance
of this agreement; and this agreement constitutes the valid and binding
obligation of Buyer enforceable against it in accordance with its terms.  5.2No
Conflicts. Subject to receipt of the consents and approvals referred to in
sections 8.1 and 8.2, the execution, delivery and performance of thisagreement
by Buyer and the acquisition of Sellers Interest by Buyer will not violate any
provision of law applicable to Buyer, or any order, judgment or decree to which
Buyer is a party or by which Buyer or any of its business or assets is bound or
subject.  6.Representations
and Warranties by Highland.  Highland
represents and warrants to Seller as follows:  6.1Authority
of Highland.  Highland has the full
power and authority to enter into and perform this agreement in accordance with
its terms and the execution,  12


delivery and performance of this agreement by
Highland have been duly authorized by all necessary partnership action of
Highland; Highland is not bound by any contractual or other obligation that
would be violated by its execution, delivery or performance of this agreement;
and this agreement constitutes the valid and binding obligation of High1and
enforceable against it in accordance with its terms.  6.2No
Conflicts.  The execution, delivery
and performance of this agreement by Highland will not violate any provision of
law applicable to Highland, or any order, judgment or decree to which Highland
is a party or by which Highland or any of its business or assets is bound or
subject.  6.3Financial
Capability.  Highland has the
financial capability, including existing borrowing capacity, to perform its
obligations under section 8.8 and to enable Buyer to consummate the
transactions contemplated by this agreement.  7.Representations
and Warranties by Adelphia and Century. 
Adelphia and Century represent and warrant to Seller as follows:  7.1Authoritv
of Adelphia and Century.  Each of
Adelphia and Century has the full power and authority to enter into and perform
this agreement in accordance with its terms and the execution, delivery and
performance of this agreement by each of Adelphia and Century have been duly
authorized by all necessary corporate action of Adelphia and Century; neither
Adelphia nor Century is bound by any contractual or other obligation that would
be violated by its execution, delivery or performance of this agreement; and
this agreement constitutes the valid and binding obligation of Adelphia and
Century enforceable against each of Adelphia and Century in accordance with its
terms.  7.2No
Conflicts.  Subject to receipt of the
consents and approvals referred to in sections 8.1 and 8.2, the execution,
delivery and performance of this agreement by Adelphia and Century will not
violate any provision of law applicable to either Adelphia or Century, or any
order, judgment or decree to which Adelphia or Century is a party or by which
Adelphia or Century or any of Adelphia s or Centurys business or assets is
bound or subject.  7.3Financial
Capability.  Adelphia has the financial
capability, including existing borrowing capacity, to consummate the purchase
and perform its other obligations under this agreement.  7.4Financial
Statements.  The consolidated balance
sheet of Buyer and the Subsidiary as of September 30, 2001 (the Balance Sheet)
and the consolidated statement of operations of Buyer and the Subsidiary for
the nine months ended September 30, 2001 (the Statement of Operations) and
the consolidated statement of cash flows of Buyer and the Subsidiary for the
nine months ended September 30, 2001 attached to this agreement have been
prepared in accordance with generally accepted accounting principles
consistently applied and fairly present the financial position of Buyer and the
Subsidiary as of that date and the results of operations and cash flows of
Buyer and the Subsidiary for the period then ended.  The Balance Sheet and the Statement of
Operations accurately and  13


completely reflect the financial position and
results of the operations of the Joint Venture as of the date thereof and for
the nine-month period then ended based on management of the Systems by Century
in accordance with the terms of the Joint Venture Agreement.  Without limiting the generality of the
preceding sentence, the Balance Sheet and Statement of Operations accurately
and completely reflect, (a) reimbursement for equipment and supplies provided
by Adelphia or Century or their respective affiliates (or jointly purchased by
Adelphia or Century or their respective affiliates and the Joint Venture)
during the term of the Joint Venture in amounts equal to the out-of-pocket
purchase price paid by Century, Adelphia or any of their respective affiliates
upon the purchase of those items of equipment and supplies (without any mark-up
and passing along to Buyer its proportionate share (based on the percentage of
such equipment or supplies acquired by the Buyer) of all related discounts,
allowances, and credits and the fair market value of any property or services
provided by the supplier, as required by the Joint Venture Agreement), and (b)
charges to the Systems during the term of the Joint Venture of the same rates
for programming as Adelphia or Century obtained for other systems owned or
managed by Adelphia, Century or an affiliate, as required by the Joint Venture
Agreement.  8.Further
Agreements of the Parties.  8.1Regulatory
Filings.  Within 30 days after the
date of the agreement, the parties shall duly file with the Federal
Communications Commission (the FCC) and the TRB the necessary applications
(including FCC Forms 394 or other appropriate forms) requesting consent to the
extent required to the transactions contemplated by this agreement and the
parties shall cooperate with each other in connection with the preparation and
filing of the applications and shall prosecute the applications in good faith
and with due diligence. Each party shall bear its own costs and expenses
(including the fees and disbursements of its counsel) in connection with the
preparation of the portion of any application to the FCC or TRB to be prepared
by it and in connection with the processing of that application.  8.2Hart-Scott-Rodino
Act.  Within 30 days after the date of this agreement, the
parties shall duly file with each of the Department of Justice and the Federal
Trade Commission any reports or notifications that may be required to be filed
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
HSR Act), in connection with the transactions contemplated by this agreement
(including Adelphias contingent obligation to purchase Sellers Interest
pursuant to section 1.2), and each of the parties shall cooperate with the
others in connection with the preparation and filing of the reports or notifications,
shall furnish to the others all such information in its possession as may be
necessary for the completion of the reports or notifications to be filed by the
other, and shall promptly comply with all requests for further documents and
information made by the Department of Justice or the Federal Trade Commission.
Seller shall pay one-half and Highland shall pay one-half of the fees payable
to governmental authorities in connection with the filings relating to the
redemption of Sellers Interest and Adelphia shall pay the fees payable in
connection with the filings relating to Adelphias contingent obligation to
purchase the Sellers Interest pursuant to section 1.2.  14


8.3Management of the
Systems.  (a)Subject to the
provisions of section 1.4, during the period from the date of this agreement
through the Closing Date, Century shall have the right, power, and authority to
manage and control all of the business, affairs, assets, and properties of Buyer
and the Subsidiary, and is authorized and empowered to carry out and implement
any and all of the purposes of Buyer, subject to the limitations set forth
below in this section 8.3.  Subject to
any limitations specifically set forth in this agreement, Century is authorized
and directed on behalf of Buyer and the Subsidiary to take such necessary and
appropriate actions to (i) carry out the management activities, including, but
not limited to, the actions described in section 7.3(a)(1)-(14) of the Joint Venture
Agreement (except that Century shall not be required to submit any budgets for
approval under section 7.3(a)(9)); (ii) incur indebtedness (the Cap Ex
Indebtedness) from any lenders (the Cap Ex Lenders) in an amount not to
exceed $25 million (less any amount by which the borrowing pursuant to section
8.8 exceeds $275 million) for capita! expenditures for the Systems and grant
mortgages and security interests and execute and deliver such other documents
and agreements as necessary in connection with such financings (provided that
Century shall give notice to Seller that it has made or committed to make such
capital expenditures and provides appropriate documentation relating to those
expenditures at the time it gives such notice), all subject to section 2.5 and
8.8 of this agreement; (iii) incur other indebtedness to the extent permitted
by and in accordance with sections 2.5 and 8.8 of this agreement and grant
mortgages and security interests and execute and deliver such other documents
and agreements as necessary in connection with any such financings, subject to
the terms of sections 2.5 and 8.8 of this agreement; (iv) increase the amount
of the management fee payable under section 7.3(b) of the Joint Venture
Agreement to ten percent of the total Net Gross Revenues of the Systems subject
to that certain Letter Agreement dated the date hereof between Adelphia and
Buyer; and (v) enter into, make and perform such contracts, agreements and
other undertakings as may be deemed necessary or advisable for the conduct of
the business of Buyer and the Subsidiary. Upon incurring any Cap Ex
Indebtedness, Buyer shall promptly furnish to Seller reasonable information and
copies of the documentation with respect to the capital expenditures for the
Systems paid for with the proceeds of the borrowing.  (b)Upon
any default on the Cap Ex Indebtedness, (i) Adelphia and Buyer within two
business days shall notify Seller of the default and furnish to Seller
information in reasonable detail with respect to the nature of the default, and
(ii) Highland, Adelphia and Century within two business days shall lend to the
Buyer, without interest, the amount required to prepay the Cap Ex Indebtedness
(including, but not limited to, principal, accrued interest and accrued fees),
and (iii) the Buyer shall apply the proceeds of such loan to payoff the Cap Ex
Indebtedness; the loan shall be due upon a sale of the interests in the Buyer
or the assets of the Systems.  (c)Notwithstanding
the above provisions, Century shall not take any of the following actions
without the unanimous consent of the members of the management board of Buyer
and the board of directors of the Subsidiary:  (i)dissolve Buyer or the
subsidiary;  15


(ii)authorize,
issue or enter into any agreement providing for the issuance (contingent or
otherwise) of any equity securities of Buyer, or notes or debt securities of
Buyer containing equity features (including, without limitation, any notes or
debt securities convertible into or exchangeable for equity securities, any
notes or debt securities issued in connection with the issuance of equity
securities or any notes or debt securities containing profit participation
features);  (iii)merge
or consolidate Buyer with any other partnership, corporation, association,
joint venture or similar entity except for a merger or consolidation with the
Subsidiary;  (iv)sell,
transfer, assign, lease or otherwise dispose of any of the assets of Buyer and
the Subsidiary except in the ordinary course of business;  (v)purchase
or acquire property or assets in any transaction not in the ordinary course of
business, except for property or assets to be utilized in the upgrade, rebuild
or expansion of the Systems of Buyer and the Subsidiary; or  (vi)incur,
assume or become liable for any indebtedness other than indebtedness permitted
by sections 8.3(a) and 8.8.  (d)As manager of the
Systems, Century shall:  (i)not
later than April l, 2002, effect a rate increase for the Systems;  (ii)not
later than January 31, 2002, approve the 2002 operating budget for the Systems;
and  (iii)not
later than January 31, 2002, adopt a bonus plan for Paco Toste Santana, Nestor
H. Cardona and Gabriel Palerm-Cruz under which the amounts payable to such
employees are based solely on the operations of the Systems (and not the
operations of other systems owned by Adelphia).  (e)The
foregoing provisions of this section 8.3 shall amend the provisions of sections
7.3 and 7.4 of the Joint Venture Agreement.  (f)From
the date of this agreement through the Closing Date, there shall be no payments
by Buyer or the Subsidiary to Century, Adelphia or any of their respective
affiliates in an aggregate amount that would be material to ML Media, except
for (i) payments of management fees in accordance with the Joint Venture
Agreement, as amended by this agreement, and reimbursement of out-of-pocket
expenses in managing the Systems to the extent reimbursable pursuant to section
7.3(c) of the Joint Venture Agreement, (ii) reimbursement for equipment and
supplies in amounts equal to the purchase price paid by Century, Adelphia or
any of their respective affiliates upon the purchase of  16


those items of equipment and supplies
(without any mark-up and passing along to Buyer its proportionate share (based
on the percentage of such equipment and supplies acquired by the Buyer) of all
related discounts, allowances, and credits and the fair marketvalue of any property orservices
provided by the supplier, as required by the Joint Venture Agreement), and (iii)
payments for programming in amounts resulting from a good faith allocation by
Adelphia among the systems owned or managed by Century or Adelphia of Adelphias
out-of-pocket cost of that programming..  8.4Expenses.  (a)Except
as provided in sections 2.2(d), 8.2, 12.2 and in this section 8.4, each party
shall bear its own expenses incurred in connection with the negotiation and
preparation of this agreement and in connection with all obligations required
to be performed by it under this agreement.  (b)At
the closing, Highland shall pay to Seller $1.1 million to reimburse Seller for
legal fees and expenses of Proskauer Rose LLP.  (c)Simultaneously
with the execution of this agreement, the Buyer is paying the fees payable to
Baer Marks, LLP in connection with the previous efforts to sell the interests
in the Buyer.  8.5Indemnification
Upon Default.  If the closing does
not occur and if Buyer, Adelphia, Century or Highland defaults in the performance
of any of its obligations under this agreement, Adelphia, Century and Highland
jointly and severally shall indemnify and hold harmless Seller against all
loss, liability, damage or expense incurred by Seller as a result of that
default, including, but not limited to, legal fees and expenses and other
out-of-pocket costs incurred by Seller in connection with any dispute as to the
default and in connection with the enforcement of (orthe taking or
contemplating of steps to enforce) its rights under this agreement, the
Security and Pledge Agreement referred to in section 2.4, and under any other
agreement executed in connection with the execution and delivery of this
agreement.  8.6Other
Action; Further Assurances.  (a)Each
party shall use its best efforts to cause the fulfillment at the earliest
practicable date of all conditions to the obligations of the parties to
consummate the sale and purchase of Sellers Interest under this agreement.  (b)At
any time and from time to time after the closing, each party shall, without
further consideration, execute and deliver to the other such other instruments
and take such other action as the other may reasonably request to carry out the
transactions contemplated by this agreement.  17


8.7Reports.  (a)During
the period through the Closing Date, Century shall provide to Seller, in
accordance with the following schedule, the monthly subscriber connection
reports, monthly operating statements, quarterly financial plans and budgets,
and quarterly analysis of actual operating results required by section 8.5(a)
of the Joint Venture Agreement and additional information as follows:  (i)Monthly
reports or statements shall be provided by the 35th day following the end of
each month (or the next succeeding business day, if the 35th day is a Saturday,
Sunday or legal holiday).  Such monthly
reports or statements that are currently being provided (as indicated on
schedule 8.7(a)(i)) shall be in a form substantially similar to the reports
currently being provided by Century. In addition, Century shall provide the
additional information indicated on schedule 8.7(a)(i). The monthly reporting
information for the last month of each quarter shall be provided in the quarterly
report, but that information shall be set forth separately from the cumulative
quarterly information.  (ii)Quarterly
financial plans and budgets required by section 8.5(a) of the Joint Venture
Agreement shall be provided by the 45th day following the end of each quarter
(or the next succeeding business day, if the 45th day is a Saturday, Sunday or
legal holiday).  Such plans and budgets
shall be in a form substantially similar to the plans and budgets currently
being provided by Century.  (iii)Century shall use its best efforts to provide to Seller
by the 35th day following the end of each quarter the quarterly analysis of
actual operating statements required by section 8.5(a) of the Joint Venture
Agreement, but under no circumstances shall any such statement be provided
later than the 45th day following the end of the quarter.  (iv)Century
shall use its best efforts to provide to Seller within 35 days after the end of
each of the first three fiscal quarters of each year the unaudited financial
statements and accompanying information required by section 8.3 of the Joint
Venture Agreement, reviewed by the Buyers accountants to the extent required
by rules of the Securities and Exchange Commission, but under no circumstances
shall any such statement and accompanying information be provided later than
the 45th day after the end of the quarter.  (v)Century
shall use its best efforts to provide to Seller within 70 days after the end of
each fiscal year the audited financial statements and accompanying information
required by section 8.3 of the Joint Venture Agreement but under no
circumstances shall any such
statement and accompanying information be provided later than the 90th day
after the end of the fiscal year.  (b)If
any of the financial statements and accompanying information referred to in
section 8.7(a)(i)-(iv) cannot be provided by the 35th day following the end of
the first three fiscal quarters or if any of the financial statements and
accompanying  18


information referred to in section 8.7(a)(v)
cannot be provided by the 70th day following the end of the fiscal year, on the
35th or 70th day, as the case may be, Century shall provide such preliminary
information as is then available and thereafter, until the final statement and
information is provided, Century shall supplement the preliminary information with
additiona1 preliminary information as it becomes available and shall otherwise
assist Seller in the preparation of the reporting information relating to that
financial statement to the extent necessary to enable Seller to satisfy its
obligations as a public reporting entity.  (c)Not
later than December 31, 2001 Adelphia shall provide the information listed on
the requests attached as exhibit 8.7(c), and Adelphia and Century shall cooperate
in all other reasonable respects with Seller and Buyers accountants to
finalize the audited financial
statements of Buyer for the year ended December 31, 2000 and to prepare
quarterly and annual financial statements for Buyer for 2001, to enable Seller
to prepare the corresponding financial statements required to be filed by
Seller as a public reporting entity.  Such
financial statements shall be prepared in accordance with the terms of the
Joint Venture Agreement (including, but not limited to, proper treatment of
payments to Adelphia and its affiliates) and generally accepted accounting
principles consistently applied.  (d)Adelphia
and Century shall respond reasonably promptly to all reasonable requests from
Seller at any time prior to the closing for information with respect to Buyer
and the Subsidiary and the operations of the Systems that relates to the
information provided to Seller pursuant to section 8.7(a).  (e)The
foregoing provisions of this section 8.7 shall amend the provisions of sections
8.3 and 8.5 of the Joint Venture Agreement.  8.8Borrowing:
Certain Obligations of Highland, Adelphia and Century.  (a)Highland
shall arrange for and obtain, in the name of Buyer, debt financing from one or
more lenders (the Lenders) in an amount (not to exceed $300 million less any
Cap Ex Indebtedness incurred pursuant to section 8.3(a)(ii)) sufficient to
enable Buyer to consummate the redemption of Sellers Interest on or before
September 30, 2002, or, if any of the events referred to in section 3.3 shall
have occurred, on the Accelerated Closing Date. No such indebtedness may be
incurred prior to the Closing Date, however, unless the full amount borrowed is
paid directly by the Lenders to the Escrow Agent to be held by the Escrow Agent
in accordance with section 2.5 of this agreement (the terms of which are incorporated
in the Escrow Agreement) or Ade1phia delivers a letter of credit to Seller in
accordance with section 2.5. Any indebtedness incurred in accordance with this
section 8.8 and any Cap Ex Indebtedness incurred pursuant to section 8.3(a)(ii)
shall be guaranteed by Adelphia and may be secured by a pledge of Centurys
interest in the Buyer and the stock of the Subsidiary and a security interest
in the assets of Buyer and the Subsidiary, provided that (i) such pledge and
security interest shall serve solely as security for the indebtedness incurred
in accordance with this provision and shall not secure any other indebtedness
or obligation of Buyer or any indebtedness or other obligation of Adelphia,
Century, Highland, any of their respective affiliates, or anyone else, (b) true
and complete copies of all loan agreements, promissory notes, security agreements
and all other documents relating to the borrowing are provided to Seller
simultaneously with the borrowing, and (iii)  19


the loan agreement, promissory notes,
security agreements and other documents provide that a copy of any notice of
default given to Buyer, Adelphia, Century or Highland must simultaneously be
given to Seller.  (b)Highland,
Adelphia and Century jointly and severally shall provide Buyer with all funds
necessary to enable Buyer to pay interest when due on any indebtedness incurred
as permitted by this provision.  (c)On
and after the Closing Date, Highland shall guarantee all debt service
associated with the financing to purchase Sellers Interest from Seller.  8.9Consent:
Certain Obligations of Adelphia.  Each
of Adelphia and Century consents to the purchase by Buyer of Sellers Interest
in accordance with the terms of this agreement.  8.10Allocation
of Income and Expense.  During the period
commencing on the date hereof and ending on the Closing Date all items of
income, gain, loss and deduction associated with the operations of Buyer during
such period shall be allocated to Century. No distributions of cash or property
shall be made by Buyer to Century or Seller prior to the closing.  8.11Closing
Structure.  Century, Adelphia and
Highland shall have the right to restructure the transactions contemplated
hereby such that, immediately prior to and in connection with the closing,
Buyer shall merge with and into the Subsidiary and thereafter the Subsidiary at
the closing shall redeem all of the stock of the Subsidiary held by Seller in
consideration of the payment to Seller of the purchase price set forth in
section 2 of this agreement.  Immediately
after the c1osing, Buyer or if the foregoing merger has occurred, the
Subsidiary, will be recapitalized so that Century has a 40% equity interest in
Buyer or the Subsidiary, as appropriate, and Highland has a 60% equity interest
in Buyer or the Subsidiary, as appropriate.  8.12Indemnification
by Adelphia and Buyer.  Adelphia and
Buyer have represented to Seller that the redemption by Buyer of Sellers
Interest is not subject to Puerto Rico tax. Accordingly, Buyer shall not withhold
any taxes from the payment to Seller of the purchase price for Sellers
Interest (including any payment resulting from an adjustment of the purchase price
under section 2.2) and none of Adelphia, Century, Highland nor Buyer shall at
any time seek to collect from Seller (or any of its partners) any tax with
respect to the redemption of Sellers Interest from Seller. Adelphia and Buyer
jointly and severally shall indemnify and hold Seller (and its partners)
harmless from any liability forPuerto Rico taxes with respect to
the sale of Sellers Interest to Buyer or Adelphia or the other transactions
contemplated by this agreement.  8.13Opinions.  Upon execution of this agreement (a) Buyer
and Adelphia are delivering to Seller an opinion of their counsel, Buchanan
Ingersoll Professional Corporation, in the form of exhibit 8.13(a), and (b)
Seller is delivering to Buyer and Adelphia an opinion of its counsel, Proskauer
Rose LLP, in the form of exhibit 8.13(b).  20


8.14Certain
Obligations.  Pursuant to an Assumption
Agreement in the form of exhibit 8.14, at the closing Highland shall assume,
and shall agree to indemnify and hold harmless Seller with respect to, all
obligations of Seller pursuant to the letter agreement dated June 27, 2001
between Seller and Blackstone Management Associates III, L.L.C.  8.15Indemnification
Regarding Senior Secured Notes.  Adelphia,
Century and Highland jointly and severally shall indemnify and hold harmless
Seller against all loss, liability, damage and expense associated with the
Senior Secured Notes and incurred by Seller as a result of the transactions contemplated
hereby. If, as a result of an event of default under the Senior Secured Notes
the Senior Secured Notes are accelerated, or if the closing under this
agreement does not occur by October 1, 2002, then Adelphia and the Buyer shall immediately
notify Seller and Highland, Adelphia and Century shall lend to the Buyer,
without interest, the amount required to prepay the Senior Secured Notes
(including, but not limited to, principal, accrued interest, accrued fees and
any Make-Whole Amount), and the Buyer shall apply the proceeds of such loan to
pay off the Senior Secured Notes; the loan shall be due upon a sale of the
interests in the Buyer or the assets of the Systems.  8.16No Solicitation.  (a)Seller shall
immediately cease any discussions or negotiations with any parties other than
Buyer, Century, Adelphia and Highland that may be ongoing with respect to an
Alternative Transaction (as hereinafter defined).  Seller shall not, and shall not authorize or
permit any of its general partners, officers, directors or employees or any investment
banker, financial advisor, attorney, accountant or other representative retained
by it to, directly or indirectly, (i) solicit, initiate or encourage (including
by way of furnishing information), or take any other action to facilitate, any
inquiries or the making of any proposal that may lead to an Alternative
Transaction or (ii) participate in any discussions or negotiations regarding
any proposed Alternative Transaction, except that if, at any time prior to the redemption
of the Sellers Interest pursuant to this agreement, Seller receives a Third Party
Proposal (as defined herein), Seller may (subject to compliance with section
8.16(c)), in response to the Third Party Proposal, (A) furnish information in
Sellers possession with respect to Buyer to the person making such Third Party
Proposal pursuant to a confidentiality agreement that is at least as protective
of Buyers interests as is the confidentiality agreement previously utilized in
connection with Buyers previous sale efforts and (B) participate in
negotiations regarding such an Alternative Transaction. Without limiting the
foregoing, it is understood that any violation of the restrictions set forth in
the preceding sentence by any director, officer or employee of Seller orany investment banker, financial advisor,
attorney, accountant or other representative of Seller, acting on behalf of
Seller, shall be deemed to be a breach of this section 8.16(a) by Seller.  For purposes of this agreement, (i) a Third
Party Proposal means a bona fide, unsolicited proposal from a third party
to acquire directly or indirectly (regardless of the form of the transaction)
all of the equity interests of Buyer or all or substantially all of the assets
of the assets of the Systems, which proposal did not result from a breach of
this section 8.16(a) and which proposal Seller determines in good faith is
reasonably likely to result in a Superior Proposal (as defined in section
8.16(d)) and (ii) an Alternative Transaction means any direct or
indirect acquisition or purchase of assets of the Systems outside the ordinary
course of business or of any outstanding equity interests of  21


Buyer or the Subsidiary, or any transaction
that if consummated would result in any person beneficially owning equity interests
of Buyer, or any merger, consolidation, business combination, sale of
substantially all the assets, recapitalization, liquidation, dissolution or
similar transaction involving Buyer or the Subsidiary, other than the
transaction contemplated by this agreement.  (b)None
of the parties hereto shall enter into any letter of intent, agreement in
principle or acquisition agreement with respect to an Alternative Transaction unless
Century and ML Media shall have simultaneously terminated this agreement
pursuant to section 8.16(e).  (c)In
addition to the obligations of Seller set forth in paragraph (a) of this
section 8.16, Seller shall immediately advise Adelphia and Highland orally and
in writing of any request for information or of any proposal or any inquiry
regarding any Alternative Transaction, the material terms and conditions of
such request, proposal or inquiry and the identity of the person making such
request, proposal or inquiry. Seller will keep Adelphia, Century and Highland
fully informed of the status and details (including amendments or proposed
amendments) of any such request, proposal or inquiry.  (d)If
Seller receives a Third Party Proposal that constitutes a Superior Proposal,
Seller, Century and Buyer shall cooperate in all reasonable respects with any
due diligence requests from the offeror and Seller, Century and Buyer shall
negotiate in good faith an acquisition agreement with respect to the Superior
Proposal.  For purposes of this
agreement, a Superior Proposal means any Third Party Proposal that does
not result in disparate or unequal treatment of either Seller or Century and that
Seller determines in good faith to be more favorable to Seller than the
transactions contemplated by this agreement (taking into account all relevant
considerations, including relevant legal, financial, regulatory and other aspects
of the proposal and the third party and the conditions to and prospects for
completion of such proposal), unless Century determines in good faith that such
Proposal is not reasonably likely to be consummated (taking into account such
considerations).  (e)This
agreement shall be terminated by Seller, Adelphia, Highland and Century if, prior
to the redemption of Sellers Interest, (i) Seller, Century and Buyer execute a
binding acquisition agreement with respect to a Third Party Proposal that
constitutes a Superior Proposal, and (ii) Seller pays (or causes the third
party to pay) to Highland upon the date of such termination a termination fee
in the amount of $14 million in immediately available funds.  9.Conditions
Precedent to Closing.  9.1Conditions
Precedent to the Obligations of Buyer. 
The obligations of Buyer under this agreement are subject to the
fulfillment, at or prior to the closing, of each of the following conditions
(any of which may be waived in writing by Buyer):  22


(a)all
representations and warranties of Seller under this agreement shall be true and
correct in all material respects at and as of the time of the closing with the
same effect as though those representations and warranties had been made at and
as of that time;  (b)Seller
shall have performed and complied in all material respects with all obligations,
covenants and conditions required by this agreement to be performed or complied
with by it prior or at the closing;  (c)the
FCC and the TRB shall each have given all requisite approvals, without any
condition or qualification materially adverse to Buyer, the Subsidiary,
Highland or Adelphia or to the proposed operations of the Systems, to the
extent required to the transactions contemplated by this agreement, and such
approvals shall be in full force and effect and the time for rehearing, reconsideration,
review or appeal under applicable law and regulations shall have expired
without any request for rehearing, reconsideration, review or appeal pending;
and  (d)all
applicable waiting periods under the HSR Act with respect to the transactions
contemplated by this agreement shall have expired.  9.2Conditions
Precedent to the Obligations of Seller. 
The obligations of Seller under this agreement are subject to the
fulfil1ment, at or prior to the closing, of each of the following conditions (any
of which may be waived in writing by Seller):  (a)all
representations and warranties of Buyer, Century, Highland and Adelphia under
this agreement (other than the representation and warranty in section 7.4)
shall be true in all material respects at and as of the time of the Closing
with the same effect as though those representations and warranties had been
made at and as of that time;  (b)each
of Buyer, Century, Highland and Adelphia shall have performed and complied in
all material respects with all obligations, covenants and conditions (other
than the covenant in section 8.3(e))required by this agreement to be
performed or complied with by it prior to or at the closing;  (c)the
FCC and the TRB shall have given all requisite approvals, without any condition
or qualification materially adverse to Seller, to the extent required to the
transactions contemplated by this agreement, and such approvals shall be in full
force and effect and the time for rehearing, reconsideration, review or appeal
under applicable law and regulations shall have expired without any request for
rehearing, reconsideration, review or appeal pending; and  (d)all
applicable waiting periods under the HSR Act with respect to the transactions
contemplated by this agreement shall have expired.  23


10.Transactions
at the Closing.  10.1Documents
to be Delivered by Seller.  At the
closing, Seller shall deliver to Buyer the following:  (a)an
instrument of transfer in the form of exhibit 10.1(a) to vest in Buyer valid
title to Sellers Interest, free and clear of any lien, claim, security
interest or other encumbrance (other than the Permitted Liens);  (b)a
General Release in the form of exhibit 10.1(b); and  (c)the
non-competition agreement in the form of exhibit 10.1(c).  10.2Documents
to be Delivered by Buyer.   At the
closing, Buyer shall deliver the following:  (a)wire
transfer of the purchase price to an account designated by Seller; and  (b)a General Release in
the form of exhibit 10.2(b).  10.3Documents
to be Delivered by Highland.  At the
closing, Highland shall deliver the Assumption Agreement provided for in
section 8.14.  10.4Settlement
Agreement.  At the closing, Seller
and Adelphia shall execute a Stipulation of Discontinuance with Prejudice of
the Action, as provided in the Settlement Agreement  10.5Other
Agreements.  At the closing, the
parties shall execute and deliver all other documents and agreements required
by this agreement to be executed and delivered at the closing.  11.Survival
of Representations and Warranties; Indemnification.  11.1Survival.  All representations and warranties shall
survive the closing under this agreement notwithstanding any investigation at
any time by any party, and shall not be considered waived by any partys
consummation of the transactions contemplated by this agreement with knowledge
of any breach or misrepresentation (including, but not limited to, Sellers
knowledge of a breach of warranty or misrepresentation in section 7.4).  11.2Indemnification.  (a)Adelphia,
Century and Highland shall jointly and severally indemnify and hold harmless
Seller against all loss, liability, damage or expense (including reasonable
fees and expenses of counsel, whether involving a third party or the parties to
this  24


agreement) Seller may suffer, sustain or
become subject to as a result of any breach of any warranty of Adelphia, Century
and Highland contained in this agreement or any misrepresentation by Adelphia,
Century or Highland in this agreement.  (b)Seller
shall indemnify and hold harmless Adelphia, Century and Highland against all
loss, liability, damage or expense (including reasonable fees and expenses of
counsel, whether involving a third party or the parties to this agreement)
Adelphia, Century and Highland may suffer, sustain or become subject to as a
result of any breach of any warranty of Seller contained in this agreement or
any misrepresentation by Seller in this agreement.  (c)Notwithstanding
anything to the contrary in this Agreement, Adelphia, Century and Highland
shall not be liable to Seller for misrepresentation or breach of warranty
unless the aggregate losses to Seller from all such misrepresentations and
breaches of warranty (taking account of its 50% interest in Buyer) exceed the
sum of $5,000,000, in which event Adelphia, Century and Highland shall be
liable for the full amount of the loss, liability, damage and expense incurred
by Seller.  11.3Exclusive
Remedy.  If the closing occurs, the
parties right to indemnification pursuant to this section 11 shall be their
sole and exclusive remedy after the closing for breach of warranty or
misrepresentation in this agreement.  12.Miscellaneous.  12.1Notices.  Any notice or other communication under this
agreement shall be in writing and shall be considered given when delivered
personally, one day after delivery by recognized overnight courier or four days
after mailing by registered mail, return receipt requested, to the parties at
the addresses set forth below (or at such other address as a party may specify
by notice to the other).  If to Buyer, to it at:  Adelphia
Communications Corporation Main at Water
Street Coudersport, PA  16915 Attention: Timothy J. Rigas  with a copy to:  Adelphia Communications Corporation Main at Water Street Coudersport, PA  16915 Attention: Colin Higgin  25


Buchanan
Ingersoll Professional Corporation One Oxford
Centre 301 Grant
Street, 20th Floor Pittsburgh, PA
15219-1410 Attention:
Bruce I. Booken  If to Adelphia, Century or Highland, to it at:  Adelphia Communications Corporation Main at Water Street Coudersport, PA 16915 Attention: Timothy J. Rigas  with a copy to:  Adelphia Communications Corporation Main at Water Street Coudersport, PA 16915 Attention: Colin Higgin  Buchanan Ingersoll Professional Corporation One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410 Attention: Bruce 1. Booken  If to Seller, to it at:  ML Media Partners, L. P. 444 Madison Avenue Suite 703 New York, NY 10022 Attn:  Elizabeth McNey Yates  with a copy to:  Proskauer Rose LLP 1585 Broadway New York, NY 10036 Attn: Bertram A. Abrams, Esq.  12.2Finders.  Each of the parties represents and warrants
to the other that it has not retained ordealt with any broker or finder in
connection with the transactions contemplated by this agreement, except that
the Seller has retained Waller Capital Corp. and Buyer has retained Daniels
& Associates.  At the closing, (a)
Highland shall pay the fee of Waller Capital Corp. pursuant to that certain
agreement between Seller and Waller Capital  26


Corp. and the unexecuted amendment to that
agreement between them, and (b) Highland shall pay, or cause Buyer to pay, the
fee payable to Daniels & Associates pursuant to the unexecuted retention
agreement with Daniels & Associates.  12.3Entire
Agreement: No Oral Change.  This
agreement and any agreement among the parties executed pursuant to or in
connection with this agreement contain a complete statement of all the
arrangements among the parties with respect to its subject matter, supersedes
any previous agreements between them relating to the subject matter, and cannot
be waived, changed or terminated orally.  12.4Disclaimers.  Adelphia and Highland acknowledge that they
are fully familiar with the financial condition and the business and assets of
the Systems, that they have made an independent determination of the value of
those Systems and of Sellers Interest in Buyer and are not relying on any
representation or warranty or other statement of fact by Seller or anyone
acting on Sellers behalf, and that, subject to the satisfaction of any
applicable conditions in section 9.1, their obligation to consummate the
purchase of Sellers Interest and pay to Seller the purchase price provided for
in this agreement is absolute and will not be affected by any event that occurs
or circumstance that exists at any time after execution of this agreement. In
addition, Adelphia and Highland each covenants that it will not institute any
litigation or take any other action to prevent, or that would have the effect
of preventing, Seller from enforcing its rights or remedies under this
agreement or under any agreement now or hereafter executed pursuant to or in
connection with this agreement, including, but not limited to, any agreement
that provides security for the performance by Adelphia or Highland of its
obligations under this agreement.  12.5Governing
Law; Jurisdiction.  This agreement
shall be governed by and construed in accordance with the law of the State of
New York applicable to agreements made and to be performed in New York. The
courts of the State of New York and the United States District Court for the
Southern District of New York shall have jurisdiction over the parties with
respect to any dispute or controversy between them arising under or in
connection with this agreement. A summons or complaint in any such action or
proceeding may be served by mail in accordance with section 12.1.  12.6Separability.  If any provision of this agreement is invalid
or unenforceable the balance of this agreement shall remain in effect.  12.7Assignment.  No party may assign any of its rights or
delegate any of its obligations under this agreement without the consent of the
other except that each of Highland and Adelphia may assign its rights hereunder
to any of its subsidiaries or affiliates without restriction or such consent;
any such assignment shall not release Highland or Adelphia, as appropriate,
from its obligation under this agreement.  12.8Specific
Performance.  Adelphia, Highland and
Century acknowledge that Seller would be irreparably damaged if any of them
were to breach any of their respective obligations under sections 1.4, 1.5, 2.5
or 8.8(a) or (b) of this agreement and that money damages would not be an
adequate remedy for any such breach. Accordingly, if any  27


of Adelphia, Highland or Century breaches any
of its obligations under any of those provisions of this agreement, Seller
shall be entitled, in addition to any other remedies that it may have, to
enforcement of those provisions of this agreement by a decree of specific
performance, which it may obtain on an expedited basis (time being of the essence
with respect to the performance of Adelphias, Highlands or Centurys
obligations under this agreement) without the necessity of showing actual damage
and without any bond or other security being required.  CENTURY CABLE VENTUREBy:
  ML MEDIA PARTNERS,
  L.P.By:
  MEDIA
  MANAGEMENT PARTNERS,its general partnerBy:
  RP MEDIA
  MANAGEMENT, a general partnerBy :
  IMP MEDIA
  MANAGEMENT, INC., a genera1 partnerBy:
  /s/
  Elizabeth McNey YatesandBy:
  CENTURY
  COMMUNICATIONS CORP.By:
  /s/ Timothy
  J. RigasML MEDIA
  PARTNERS, L.P.By:
  MEDIA
  MANAGEMENT PARTNERS,its general partnerBy:
  RP MEDIA
  MANAGEMENT, ageneral partnerBy:
  IMP MEDIA
  MANAGEMENT, INC., a generalpartnerBy:
  /s/
  Elizabeth McNey YatesHIGHLAND
  HOLDINGSBy:
  /s/ Timothy
  J. Rigas  28


ADELPHIA
  COMMUNICATIONS CORPORATIONBy:
  /s/ Timothy
  J. RigasCENTURY
  COMMUNICATIONS CORP.By:
  /s/ Timothy
  J. Rigas  29