EXHIBIT 10.14.1

AGREEMENT OF LIMITED PARTNERSHIP

OF

PARNASSOS COMMUNICATIONS, L.P.

DATED AS OF DECEMBER 30, 1998

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TABLE OF CONTENTS

|                                 |  |                                                                                                                                                                   |  |                                            |  | Page
|-------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------ |  | ----
|AGREEMENT OF LIMITED PARTNERSHIP |  | 1                                                                                                                                                                
|PRELIMINARY STATEMENT            |  | 1                                                                                                                                                                
|AGREEMENTS                       |  | 1                                                                                                                                                                
|1.                               |  | Certain Definitions                                                                                                                                               |  | 1                                         
|2.                               |  | Formation: Term                                                                                                                                                   |  | 9                                         
|                                 |  | 2.1                                                                                                                                                               |  | Formation                                  |  | 9   
|                                 |  | 2.2                                                                                                                                                               |  | Term                                       |  | 9   
|                                 |  | 2.3                                                                                                                                                               |  | Tax Classification                         |  | 9   
|3.                               |  | Name of Partnership; Names, Address and Partnership Interests of the Partners; Registered Office; Principal Place of Business; Foreign Qualification; Fiscal Year |  | 9                                         
|                                 |  | 3.1                                                                                                                                                               |  | Name of Partnership                        |  | 9   
|                                 |  | 3.2                                                                                                                                                               |  | Names and Addresses of the Partners        |  | 10  
|                                 |  | 3.3                                                                                                                                                               |  | Registered Office                          |  | 10  
|                                 |  | 3.4                                                                                                                                                               |  | Principal Place of Business                |  | 10  
|                                 |  | 3.5                                                                                                                                                               |  | Foreign Qualification                      |  | 11  
|                                 |  | 3.6                                                                                                                                                               |  | Fiscal Year                                |  | 11  
|                                 |  | 3.7                                                                                                                                                               |  | Property                                   |  | 11  
|4.                               |  | Purpose                                                                                                                                                           |  | 11                                        
|5.                               |  | Limited Partners                                                                                                                                                  |  | 12                                        
|                                 |  | 5.1                                                                                                                                                               |  | Management of the Partnership              |  | 12  
|                                 |  | 5.2                                                                                                                                                               |  | Limited Liability                          |  | 12  
|                                 |  | 5.3                                                                                                                                                               |  | Certificates                               |  | 12  
|                                 |  | 5.4                                                                                                                                                               |  | New Limited Partners                       |  | 12  
|                                 |  | 5.5                                                                                                                                                               |  | Withdrawal from the Partnership            |  | 12  
|                                 |  | 5.6                                                                                                                                                               |  | Power of Attorney                          |  | 13  
|6.                               |  | General Partners                                                                                                                                                  |  | 13                                        
|                                 |  | 6.1                                                                                                                                                               |  | Exculpation                                |  | 13  
|                                 |  | 6.2                                                                                                                                                               |  | Withdrawal from the Partnership            |  | 13  
|7.                               |  | Management of the Partnership                                                                                                                                     |  | 14                                        
|                                 |  | 7.1                                                                                                                                                               |  | Board of Representatives Powers            |  | 14  
|                                 |  | 7.2                                                                                                                                                               |  | Appointment and Removal of Representatives |  | 15  
|                                 |  | 7.3                                                                                                                                                               |  | Meetings of the Board of Representatives   |  | 15  
|                                 |  | 7.4                                                                                                                                                               |  | Procedural Matters                         |  | 16  
|                                 |  | 7.5                                                                                                                                                               |  | Limitations                                |  | 16  
|                                 |  | 7.6                                                                                                                                                               |  | Certain Acquisitions                       |  | 18  
|                                 |  | 7.7                                                                                                                                                               |  | Control                                    |  | 19  
|                                 |  | 7.8                                                                                                                                                               |  | Management of Subsidiaries                 |  | 19  
|8.                               |  | Capital Contributions                                                                                                                                             |  | 19                                        
|                                 |  | 8.1                                                                                                                                                               |  | Initial Contribution                       |  | 19  
|                                 |  | 8.2                                                                                                                                                               |  | No Additional Contributions                |  | 20  
|                                 |  | 8.3                                                                                                                                                               |  | Other Matters                              |  | 20  
|                                 |  |                                                                                                                                                                   |  |                                            |  |     

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|9.  |  | Additional Capital Contributions                                             |  | 20                                                         
|--- |  | ---------------------------------------------------------------------------- |  | -----------------------------------------------------------
|    |  | 9.1                                                                          |  | Optional Capital Contributions                             
|    |  | 9.2                                                                          |  | Change in Applicable Percentages                           
|10. |  | Income and Losses                                                            |  | 21                                                         
|    |  | 10.1                                                                         |  | Allocations Generally                                      
|    |  | 10.2                                                                         |  | Special Allocations                                        
|    |  | 10.3                                                                         |  | Tax Allocations: Code Section 704(c)                       
|    |  | 10.4                                                                         |  | Allocation in Event of Transfer                            
|    |  | 10.5                                                                         |  | Alternative Allocations                                    
|11. |  | Distributions                                                                |  | 25                                                         
|    |  | 11.1                                                                         |  | Distributions at the Option of the Board of Representatives
|12. |  | Restrictions on Sale and Transfer of Partnership Interests and Other Matters |  | 25                                                         
|    |  | 12.1                                                                         |  | Limitation on Transfers                                    
|    |  | 12.2                                                                         |  | Agreements with Successors                                 
|    |  | 12.3                                                                         |  | Transfers of Interests in Partners                         
|    |  | 12.4                                                                         |  | Treatment of Transferees and Successors                    
|13. |  | Termination Process                                                          |  | 27                                                         
|    |  | 13.1                                                                         |  | Put and Call Rights                                        
|    |  | 13.2                                                                         |  | Procedures                                                 
|    |  | 13.3                                                                         |  | Sale of Partnership                                        
|14. |  | Books and Records                                                            |  | 38                                                         
|    |  | 14.1                                                                         |  | Complete Books                                             
|    |  | 14.2                                                                         |  | Method of Recordkeeping                                    
|    |  | 14.3                                                                         |  | Determination of Book Value of Partnership Assets          
|    |  | 14.4                                                                         |  | Determination of the Fair Market Value of Assets           
|    |  | 14.5                                                                         |  | Reports                                                    
|    |  | 14.6                                                                         |  | Tax Information                                            
|    |  | 14.7                                                                         |  | Designation of Tax Matters Partner                         
|15. |  | Bank Accounts                                                                |  | 41                                                         
|16. |  | Dissolution and Winding-Up of Partnership                                    |  | 42                                                         
|    |  | 16.1                                                                         |  | Dissolution of the Partnership                             
|    |  | 16.2                                                                         |  | Winding-Up of the Partnership                              
|17. |  | Other Activities                                                             |  | 43                                                         
|    |  | 17.1                                                                         |  | Other Ventures                                             
|    |  | 17.2                                                                         |  | Restricted Activities                                      
|    |  | 17.3                                                                         |  | Prohibited Cross-Interests                                 
|18. |  | Indemnification of Partners                                                  |  | 49                                                         
|    |  | 18.1                                                                         |  | Indemnification                                            
|19. |  | Expenses                                                                     |  | 50                                                         
|    |  | 19.1                                                                         |  | Compensation and Reimbursement                             
|20. |  | Removal of Adelphia General Partner                                          |  | 51                                                         
|    |  | 20.1                                                                         |  | Standards for Removal                                      
|    |  | 20.2                                                                         |  | Effects and Consequences                                   
|21. |  | Miscellaneous                                                                |  | 52                                                         
|    |  |                                                                              |  |                                                            

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| |  | 21.1  |  | Notices                                    |  | 52
| |  | ----- |  | ------------------------------------------ |  | --
| |  | 21.2  |  | Entire Agreement                           |  | 52
| |  | 21.3  |  | Counterparts                               |  | 53
| |  | 21.4  |  | Further Assurances                         |  | 53
| |  | 21.5  |  | Variations of Pronouns                     |  | 53
| |  | 21.6  |  | Non-Waiver                                 |  | 53
| |  | 21.7  |  | Survival of Rights, Duties and Obligations |  | 53
| |  | 21.8  |  | Severability                               |  | 53
| |  | 21.9  |  | Confidentiality                            |  | 53
| |  | 21.10 |  | Governing Law                              |  | 54
| |  | 21.11 |  | Table of Contents and Headings             |  | 54
| |  | 21.12 |  | Representations and Warranties of Partner  |  | 54

SCHEDULES

|Schedule I   |  | General Partners and Limited Partners
|------------ |  | -------------------------------------
|Schedule II  |  | Applicable Percentages               
|Schedule III |  | Affiliate Transactions               

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AGREEMENT OF LIMITED PARTNERSHIP

THIS AGREEMENT OF LIMITED PARTNERSHIP is entered into as of December 30, 1998, by and among Adelphia Western New York Holdings, L.L.C. and TCI Adelphia
Holdings, LLC, as General Partners, and the Persons listed on Schedule I hereto as Limited Partners.

PRELIMINARY STATEMENT

The Adelphia Partners and the TCI Partner are the partners in Parnassos, L.P., a Delaware limited partnership and have agreed to contribute, assign and transfer
all of their right, title and interest in the partnership interests in Parnassos, L.P. to the Partnership being formed pursuant to this Agreement. The Partnership intends to contribute, assign and
transfer a 1% limited partner interest in Parnassos, L.P. to its wholly-owned limited liability company, Parnassos Holdings, LLC, and intends to hold a 99% general partner interest in Parnassos, L.P.
The parties desire to enter into this Agreement to provide for the formation of the Partnership, the allocation of profit and loss and other proceeds of the Partnership between the Partners, the
respective rights, obligations and interests of the Partners to each other and to the Partnership, and certain other matters.

AGREEMENTS

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

1.Certain Definitions.

In
addition to the other terms defined elsewhere herein, the following terms shall have the respective meanings set forth below unless the context otherwise requires:



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Capitalized
terms used herein and not otherwise defined shall have the meaning given them in the Contribution Agreement.

2.Formation; Term.

2.1Formation.

The
parties have agreed to form and do hereby form the Partnership as a Delaware limited partnership in accordance with the terms of this Agreement. The Partnership shall come into
existence upon the filing of a Certificate of Limited Partnership (the "Certificate of Limited Partnership") with the Office of the Secretary of State of Delaware pursuant to the Act. Except as
provided in this Agreement, all rights, liabilities and obligations of the Partners (in their capacities as such), both as between themselves and with respect to Persons not parties to this Agreement,
shall be as provided in the Act, and this Agreement shall be construed in accordance with the provisions of the Act. To the extent that the rights or obligations of any Partner are different by reason
of any provision of this Agreement from what they would be under the Act in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Term.

The
Partnership shall commence upon the filing of the Certificate of Limited Partnership in accordance with the Act, and shall continue until July 31, 2018, unless earlier
terminated as herein provided.

2.3Tax Classification.

Notwithstanding
any other provision of this Agreement, no Partner or employee of the Partnership may take any action (including the filing of a U.S. Treasury Form 8832 Entity
Classification Election) that would cause the Partnership to be characterized as an entity other than a partnership for federal income tax purposes without the affirmative unanimous consent of the
Partners. A determination of whether any action will have the effect described in the preceding sentence will be based upon a declaratory judgment or similar relief obtained from a court of competent
jurisdiction, a favorable ruling from the IRS, or the receipt of an opinion of counsel reasonably satisfactory to the General Partners.

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3.Name of Partnership; Names, Address and Partnership Interests of the Partners; Registered Office; Principal Place of Business; Foreign Qualification; Fiscal
Year.

3.1Name of Partnership.

(a)   The
name of the Partnership shall be Parnassos Communications, LP. or such other name or names as the Board of Representatives shall hereafter from time to time
determine, subject to subparagraph (c) below. In using its name in any written material, the Partnership shall, to the extent appropriate and feasible, identify itself as Parnassos
Communications, L.P. or such other name as the Board of Representatives shall hereafter from time to time determine, subject to subparagraph (c) below.

(b)   The
business of each of the cable television systems owned by the Partnership shall be conducted under the name "Adelphia Cable" or such other trade names agreed to by
the Board of Representatives, subject to subparagraph (c) below. In using its trade name in any written material, each cable television system owned by the Partnership shall, to the extent
appropriate and feasible, identify itself as a division of the Partnership. Each other business of the Partnership shall be conducted under the name of the Partnership or, upon compliance with
applicable laws, any other name that the Board of Representatives deems appropriate or advisable.

(c)   Notwithstanding
the foregoing in subparagraph (a) and (b), without the prior written consent of the TCI Partner, under no circumstances shall the Board of
Representatives use the name "TCI" or derivations thereof in the name of the Partnership or in any trade name under which the business of the Partnership is conducted.

(d)   The
Partnership shall file any assumed name certificates and similar filings, and any amendments thereto, that the Board of Representatives considers appropriate or
advisable. Such names and trade or service names, marks, emblems or logos used by the Partnership shall be the exclusive property of the Partnership, and no Person shall have any right to use, and
each Partner agrees not to use, any of said names, marks, emblems or logos other than on behalf of the Partnership.

3.2Names and Addresses of the Partners.

The
names and addresses of the Partners are as set forth on Schedule I, as the same may be amended from time to time pursuant to the terms of this Agreement.

3.3Registered Office.

The
registered office of the Partnership in the State of Delaware shall be located at The Prentice Hall Corporation System, Inc., 32 Loockerman Square, Suite L-1OO,
Dover, Kent County, Delaware 19901. The name of the registered office or registered agent of the Partnership at such address shall be The Prentice Hall Corporation System, Inc. The Board of
Representatives of the Partnership may change the registered office or registered agent of the Partnership in the state of Delaware at any time and in connection therewith shall cause an appropriate
amendment to the Certificate of Limited Partnership to be filed with the Secretary of State of Delaware.

3.4Principal Place of Business.

The
principal office of the Partnership shall be at Main at Water Street, Coudersport, PA 16915 or at such place or places as the Board of Representatives shall from time to time
determine.

3.5Foreign Qualification.

The
General Partners shall take all necessary actions to cause the Partnership to be authorized to conduct business legally in all appropriate jurisdictions, including registration or
qualification of the Partnership in those jurisdictions that provide for registration or qualification.

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3.6Fiscal Year.

The
Partnership's fiscal year ("Fiscal Year") shall be the fiscal year ending March 31. The Partnership shall have the same Fiscal Year for income tax purposes and for financial
and partnership accounting purposes.

3.7Property.

Except
as otherwise contemplated herein, all assets and property, whether real, personal, or mixed, tangible or intangible, including contractual rights, owned or possessed by the
Partnership shall be held or possessed in the name of the Partnership or in the name of an appropriate nominee, and such assets, property, and rights shall be deemed to be owned or possessed by the
Partnership as an entity; and no Partner shall have any separate ownership interest in such assets, property, or rights. Each Partner's interest in the Partnership shall constitute personal property
for all purposes.

4.Purpose.

(a)Generally.Subject to Sections 7.5 and 17.2, the purposes of the Partnership shall be, to the extent
permitted under applicable law, to engage in the business, directly or indirectly, through interests in one or more Subsidiaries, of:



(b)Effect on Partnership Powers.The listing of the purposes of the Partnership in this Section 4 shall
not be construed to limit or impair the limitations on actions that may be taken by the Partnership as set forth in Section 7.5 or any of the other limitations expressly set forth in this
Agreement.

5.Limited Partners.

5.1Management of the Partnership.

The
Limited Partners who are not also General Partners shall take no part in the management or control of the business and affairs of the Partnership and shall have no right or authority
to act for or to bind the Partnership or to take part or in any way to interfere in the conduct or management of the Partnership or to vote on matters relating to the Partnership other than as
provided in the Act or as set forth in this Agreement.

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5.2Limited Liability.

No
Limited Partner that is not also a General Partner shall have any personal liability in its capacity as a Limited Partner to the creditors of the Partnership for the debts,
liabilities or other obligations of the Partnership except to the extent of the amount contributed by such Limited Partner to the capital of the Partnership and its interest in the Partnership's
assets and undistributed profits or as expressly provided in the Act.

5.3Certificates.

Each
of the Limited Partners shall use its best efforts to furnish promptly all information, certificates or forms as may be requested by the General Partners in order for the
Partnership to comply with applicable legal requirements provided that the General Partners shall treat such information confidentially pursuant to Section 21.9 hereof.

5.4New Limited Partners.

The
Partnership, may, subject to receipt of the consent specified in Section 7.5, from time to time admit one or more new Limited Partners, on terms and conditions determined by
the Board of Representatives.

5.5Withdrawal from the Partnership.

No
Limited Partner may withdraw from the Partnership or transfer in whole or in part its Partnership Interest (except in accordance with the terms of this Agreement) prior to the
dissolution and winding up of the Partnership without the consent of the General Partners.

5.6Power of Attorney.

Each
Limited Partner who is not also a General Partner, by its execution of a counterpart of this Agreement, hereby irrevocably constitutes and appoints each General Partner, its true
and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public
offices such documents and instruments as may be necessary or appropriate to carry out the provisions of this Agreement, including:



The
foregoing appointment shall be deemed irrevocable and to be a power coupled with an interest and shall survive the Incapacity of any Person hereby giving such power.

6.General Partners.

6.1Exculpation.

No
General Partner shall be liable, directly or indirectly, to any other Partner (in its capacity as such), and each Partner, to the fullest extent permitted by law, waives any rights or
claims against the General Partners, for any loss, claim, damage or liability arising from any act or omission performed or omitted by it in connection with this Agreement or in its capacity as a
General Partner of the Partnership, except to the extent any such loss, claim, damage or liability is attributable to such General

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Partner's
gross negligence, bad faith, willful misconduct, fraud, breach of its duties under the Act or willful breach of its duties herein.

6.2Withdrawal from the Partnership.

No
General Partner may withdraw from the Partnership (including taking any action to dissolve itself or other action that might result in a withdrawal from the Partnership under the Act
or applicable law) without the consent of the other General Partner (subject to the right of transfer set forth in Section 12 hereof and subject to the provisions of Section 20 hereof),
other than upon the dissolution and winding up of the Partnership in accordance with the terms of Section 16 hereof. For purposes hereof, the occurrence of an event described in
Section 17-402(a)(4) or (a)(5) of the Act shall not constitute a withdrawal from the Partnership by the General Partner.

Without
limiting any other rights or remedies that the Partnership or the other Partners may have at law or equity, including without limitation any right to monetary damages and rights
under the Act, upon any withdrawal from the Partnership by a General Partner in violation of this Agreement (an "Event of Withdrawal"), then and in such event notwithstanding any other provision of
this Agreement to the contrary (a) all Representatives of the Withdrawing General Partner shall be deemed to have resigned from the Board of Representatives and such General Partner shall have
no further right to designate any Representatives; (b) no consent of the Withdrawing General Partner or the Representatives of the Withdrawing General Partner required under any provision of
this Agreement shall any longer be required and the remaining General Partner and its Representatives shall be entitled to grant all such consents and take all actions relating to the Partnership and
its business; and (c) the General Partnership Interest of the Withdrawing General Partner shall be converted into a Limited Partnership Interest and the withdrawing General Partner shall not
have any right to demand or receive any payment for the fair value of such withdrawing General Partner's Partnership Interest, except upon the dissolution and winding up of the Partnership in
accordance with and subject to the terms of Section 16 hereof.

7.Management of the Partnership.

7.1Board of Representatives Powers.

Except
as otherwise expressly provided for herein or in the Management Agreement, the business of the Partnership shall be managed by the Board of Representatives pursuant to the
provisions of this Agreement. The Board of Representatives shall have exclusive authority and full discretion with respect to the management of the business of the Partnership, subject to the
provisions of the Management Agreement; provided however, any power of the Board of Representatives may also be exercised by the unanimous action of the General Partners.



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7.2Appointment and Removal of Representatives.



7.3Meetings of the Board of Representatives.

The
Board of Representatives shall hold regular meetings each quarter at such time and place as shall be determined by the Board of Representatives. Special meetings of the Board of
Representatives may be called at any time by any Representative upon not less than three Business Days' prior notice. Except as otherwise determined by the Board of Representatives, all special and
regular meetings of the Board of Representatives shall be held at the principal office of the Partnership.

7.4Procedural Matters.



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7.5Limitations.

Notwithstanding
any provision in this Agreement to the contrary, and in addition to any other consent or approval that may be required by the express terms of this Agreement, the
Partnership shall not take, or cause or permit Parnassos, L.P. or Parnassos Holdings, LLC to take, and neither General Partner individually shall have the authority to cause the Partnership to take,
any of the following actions without (a) the consent of the General Partners or (b) the unanimous consent in person or in writing of all members of the Board of Representatives:



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7.6Certain Acquisitions.

(a)   The
TCI Partner acknowledges the ownership interest of Sabres, Inc. ("Sabres"), a wholly owned subsidiary of Adelphia, in Niagara Frontier Hockey, L.P.
("Niagara"), the owner of the Buffalo Sabres. The TCI Partner agrees that if a reasonable opportunity is presented for acquisition of the ownership interests of parties other than Sabres in Niagara,
then if so determined by the Adelphia General Partner at its sole option, the Partnership will use commercially reasonable efforts to acquire such interests and also to acquire the interests of Sabres
(on the same basis as the acquisition of such third parties), subject to applicable NHL restrictions, all on terms and conditions as reasonably determined by the Adelphia General Partner, with the
consent of the TCI General Partner, which consent may be granted or withheld at the sole discretion of the TCI General Partner. If the TCI General Partner withholds its consent to such acquisition(s)
by the Partnership, if the Adelphia General Partner (or its Affiliate(s)) desire to consummate such acquisition(s), the Partnership shall provide financing necessary for the Adelphia General Partner
(or its Affiliate) to consummate such acquisition, at market rates. and on such other commercially reasonable terms as determined by the Adelphia General Partner, it being understood and agreed that
notwithstanding anything to the contrary contained in this Agreement, no consent of the TCI Partner (or its Representatives) shall be required in connection with such financing so long as
(i) immediately following the consummation of such financing the Partnership's Operating Cash Flow Ratio would not exceed 7.5 to 1; and (ii) prior to any such financing, a written
determination is obtained from the NHL (which shall mean from an authorized representative, such as the general counsel of the NHL) confirming that such financing by the Partnership will not hinder or
impair the ability of the TCI Partner or any of its Affiliates (assuming full qualification of such TCI Partner or its Affiliates under applicable NHL rules and regulations) to obtain NHL approval
with respect to any proposed acquisition of any interest in any NHL hockey team other than the Buffalo Sabres.

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(b)   The
Adelphia Partners agree that if an Affiliate of TCI Parent proposes to acquire another NHL team, if the Partnership is the owner of the Buffalo Sabres, the
Partnership will use good faith efforts to permit such Affiliate to do so under applicable NHL policies.

(c)   If
at any time after acquisition of the Buffalo Sabres by the Partnership, the Partnership is required to divest itself of the Buffalo Sabres, the Adelphia General
Partner (or an Affiliate thereof) shall have the right to acquire the Buffalo Sabres at Fair Market Value (as determined by an independent qualified appraiser mutually chosen by the General Partners,
whose fee shall be paid for by the Partnership, unless the General Partners are able to agree within a reasonable time on such Fair Market Value). The Partnership shall provide financing necessary for
the Adelphia General Partner (or its Affiliate) to consummate the foregoing acquisitions, at market rates, and on such other commercially reasonable terms as determined by the Adelphia General
Partner, it being understood and agreed that notwithstanding anything to the contrary contained in this Agreement, no consent of the TCI Partner (or its Representatives) shall be required in
connection with such financing so long as (i) immediately following the consummation of such financing the Partnership's Operating Cash Flow Ratio would not exceed 7.5 to 1 and
(ii) prior to any such financing, a written determination is obtained from the NHL (which shall mean from an authorized representative, such as the general counsel of the NHL) that such
financing by the Partnership will not hinder or impair the ability of the TCI Partner or any of its Affiliates (assuming full qualifications of such TCI Partner or its Affiliates under applicable NHL
rules and regulations) to obtain NHL approval with respect to any proposed acquisition of any interest in any NH hockey team other than the Buffalo Sabres.

7.7Control.

It
is the express intent and agreement of the Partners that the Adelphia General Partner controls the Partnership for purposes of consolidating the operations of the Partnership with
Adelphia for purposes of GAAP and applicable Securities and Exchange Commission rules, regulations and guidelines and that the limitations provided for in Section 7.5 and other applicable
sections of this Agreement are designed to provide the TCI Partner with protection as a minority partner, but are not intended to affect such control by the Adelphia General Partner described herein.
The foregoing shall not be construed as affecting in any way the rights of the TCI Partner under this Agreement.

7.8Management of Subsidiaries.

The
Partnership shall not take any action as the sole or managing member or sole or managing general partner of any Subsidiaries without the unanimous consent of the members of the Board
of Representatives or the unanimous consent of the General Partners if such action could not be taken by the Partnership directly without such unanimous consent.

8.Capital Contributions.

8.1Initial Contribution.

Simultaneously
with the execution of this Agreement, the Partners shall each contribute to the Partnership their interests in Parnassos pursuant to the Contribution and Assignment
Agreement (99% Interest) and the Contribution and Assignment Agreement (1% Interest) (the "Capital Contribution Agreements").

The
aggregate Book Value of the Initial Capital Contribution shall be equal to the Fair Market Value on July 31, 1998 of the assets contributed to Western NY Cablevision, LP.
(formerly known as Parnassos, L.P.) (the "Original Partnership") pursuant to the Contribution Agreement as adjusted for the Income and Loss of the Original Partnership through December 31,
1998.

The
aggregate Book Value of the Initial Capital Contribution shall be allocated among the assets contributed to the original Partnership based on the Fair Market Value of such assets.
The Adelphia General Partner and the TCI General Partner shall negotiate in good faith to reach agreement on the

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Fair
Market Value of such assets and if they are unable to reach agreement, either General Partner can request that the Fair Market Value of such assets shall be determined by an appraisal to be
conducted by an independent appraisal firm agreed to by the Adelphia General Partner and the TC General Partner and retained by the Partnership, at the Partnership's expense, with experience in the
valuation and appraisal of assets similar to such assets.

8.2No Additional Contributions.

Except
as provided in the Capital Contribution Agreements, no Partner will be required to make contributions to the Partnership and the negative Capital Account balance of a Partner
shall not be considered an asset of the Partnership.

8.3Other Matters.

No
Partner shall be paid interest on any Capital Contribution to the Partnership or on such Partner's Capital Account. Except as otherwise provided hereby, without the consent of the
General Partners, no Partner shall have the right to receive distributions in kind in return for its Capital Contributions. Except as otherwise herein provided or as provided under the Act, no Partner
shall have any right to receive the return of its Capital Contributions, except as and to the extent permitted, upon dissolution of the Partnership pursuant to Section 16 hereof or with the
consent of the General Partners and in compliance with applicable law. The General Partners shall not be personally liable for the return of the Capital Contributions of the Partners, or any portion
thereof, it being expressly understood and agreed that any such return shall be made solely from Partnership assets.

9.Additional Capital Contributions.

9.1Optional Capital Contributions.



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9.2Change in Applicable Percentages.

The
Applicable Percentage of each Partner shall be adjusted upon the admission of any new Limited Partner to the percentages determined by the General Partners.

10.Income and Losses.

10.1Allocations Generally



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10.2Special Allocations.



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10.3Tax Allocations: Code Section 704(c).



10.4Allocation in Event of Transfer.

If
an interest in the Partnership is transferred in accordance with Article 12 of this Agreement, the Income and Loss of the Partnership and each item thereof, and all other items
attributable to the transferred interest for such Fiscal Year, shall be divided and allocated between the transferor and the transferee pursuant to the interim closing of the Partnership books method
set forth in Treasury Regulation Section 1.706-1(c)(2)(ii) unless the parties otherwise agree. This Section shall apply for purposes of computing a Partner's Capital Account
and for federal income tax purposes.

10.5Alternative Allocations.

To
preserve and protect the distributions of cash and property that are provided for in this Agreement, the Board of Representatives is authorized and directed to allocate income, gain,
loss or deduction (or items thereof) arising in any Fiscal Year differently from the manner that is otherwise provided for in this Agreement if, and to the extent that, the aggregate amount of income,
gain, loss or

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deduction
(or items thereof) allocated in the manner otherwise provided for in this Agreement would cause the aggregate distributions of cash and property to the Partners to be different from the
distributions that are contemplated in Section 11 of this Agreement if the Partnership were dissolved and terminated on the last day of the Fiscal Year. Any allocation that is made pursuant to
this Section 10.5 shall be deemed to be a complete substitute for any allocation that is otherwise provided for in this Agreement and no amendment to this Agreement shall be required.

11.Distributions.

11.1Distributions at the Option of the Board of Representatives.

From
time to time the Board of Representatives may, in its sole discretion, determine to make distributions to the Partners. All distributions shall be made to the Partners in proportion
to their Applicable Percentages.

12.Restrictions on Sale and Transfer of Partnership Interests and Other Matters.

12.1Limitation on Transfers.

Until
after the twelfth anniversary of July 31, 1998, except as set forth below or as contemplated by Section 13 or Section 20 below, no Partner may sell, assign,
transfer or otherwise dispose of, or pledge, hypothecate or otherwise encumber (any or all of the foregoing, a "Transfer") all or any part of its Partnership Interest, the profits, losses and
distributions therefrom, or any part thereof (whether voluntarily, involuntarily or by operation of law) unless approved by each General Partner, provided however, that any Partner may, upon notice to
the General Partners but without the consent of each General Partner, Transfer all or any portion of its Partnership Interest to an Affiliate of such Partner (a "Successor") so long as (a) it
(or, in the case of the Adelphia Partners, Adelphia or, in the case of the TCI General Partner, TCI Parent) holds and maintains, directly or indirectly, an economic ownership in such Affiliate equal
to at least 50.1% of the economic interest in such Affiliate; (b) it (or, in the case of the Adelphia Partners, Adelphia or, in the case of the TCI General Partner, TCI Parent) has and
maintains voting control of such Affiliate following such Transfer; (c) such Transfer would not hinder or impair consummation of any of the transactions contemplated by Section 13; and
(d) each such Successor, prior to such sale or transfer, becomes a party to this Agreement and agrees to be bound by the terms and conditions hereof. Upon becoming a party to this Agreement in
compliance with the terms hereof, any Transferee or Successor shall be substituted fully for, and shall enjoy the same rights and be subject to the same obligations as, its predecessor hereunder. Any
attempt to Transfer any Partnership Interest (whether voluntarily, involuntarily or by operation of law), other than as provided for above, without the approval of each General Partner shall be void.
Each Partner agrees that upon the request of the Adelphia General Partner each Partner will execute and deliver all documents and take such actions requested by the Adelphia General Partner necessary
to evidence and effect a perfected pledge of and security interest in each Partner's Partnership Interest as security for any indebtedness of the Partnership and/or its Subsidiaries.

12.2Agreements with Successors.

Notwithstanding
any provision to the contrary contained herein, no Partnership Interest may be transferred unless the Transferee or Successor becomes a party to this Agreement, assumes
all of the obligations hereunder of its transferor and agrees to be bound by the terms and conditions hereof in the same manner as the transferor.

12.3Transfers of Interest in Partners.

Until
after the twelfth anniversary of July 31, 1998, except as contemplated by Section 13 or Section 20, each of Adelphia, with respect to the Adelphia Partners,
and TCI Parent, with respect to the TCI Partners, the owners of stock in the TCI Owners and the TCI Owners, agrees that it will not sell, assign, transfer or otherwise dispose of, or pledge,
hypothecate or otherwise encumber (any or all

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of
the foregoing, a "Transfer") (whether voluntarily, involuntarily or by operation of law) all or any part of its direct or indirect ownership interests in their respective Partners (and in the case
of TCI Parent, the owners of the stock in the TCI Owners or the TCI Owners), without the consent of the other party; provided, however, that, upon notice to the other party, Adelphia or TCI Parent, as
the case may be, may Transfer such ownership interests to an Affiliate so long as (a) it holds and maintains, directly or indirectly, an economic ownership interest in such Affiliate equal to
at least 50.1% of the economic interest in such Affiliate; (b) it has and maintains voting control of such Affiliate following such Transfer; and (c) such Transfer would not hinder or
impair consummation of any of the transactions contemplated by Section 13, including without limitation, acquisition of the stock of the TCI Owners. Without limiting the generality of the
foregoing, as a condition of any Transfer of stock in the owners of the stock in the TCI Owners or the TCI Owners permitted hereunder, TCI Parent shall have delivered to the Adelphia General Partner
an instrument executed by such transferee, in form and substance reasonably satisfactory to the Adelphia General Partner, evidencing the agreement of such transferee to be bound by all applicable
provisions of this Agreement, including this Section 12.3 and Section 13. It is understood and agreed that nothing herein shall be deemed to require any consent of the other party to any
proposed or actual transfer of control (however such transfer is effected, by sale of stock or assets, merger or consolidation or otherwise) of Adelphia, TCI Parent, or
Tele-Communications Inc. TCI Parent hereby represents and warrants to the Adelphia Partners that TCI Parent, directly, or indirectly through Subsidiaries, holds substantially all of
the interests in the cable television systems located in the continental United States owned, directly or indirectly, by Tele-Communications, Inc. and that it holds, directly or
indirectly through wholly-owned subsidiaries, all of the stock in the TCI Owners.

12.4Treatment of Transferees and Successors.

If
there is a permitted transfer of a Partnership Interest under this Agreement:



13.Termination Process.

13.1Put and Call Rights



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13.2Procedures.



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13.3Sale of Partnership

Notwithstanding
the foregoing provisions of this Article 13, if the TCI Partner exercises the Put, within 30 days after determination of the Value of the Partnership's
Businesses and completion of all other relevant determinations and procedures contained in Section 13.2, the Adelphia General Partner may elect to commence a sale of the assets of the
Partnership (or equity interests in either the Partnership or, if practicable, the Partners) in lieu of any other form of transaction contemplated by this Article 13. If the Adelphia General
Partner elects to commence such a sale, it shall first make an offer to the TCI Partner setting forth the price and other material terms and conditions on which the TCI Partner (or its Affiliate or
designee) may purchase such assets (or equity interests). The TCI Partner shall have a period of 30 Business Days in which to accept the offer and an additional 60 days after acceptance of such
offer to execute definitive documentation. If the TCI Partner fails to accept the offer and/or execute definitive documentation within the applicable time periods, then thereafter such sale may be
effected on such terms and conditions as the Adelphia Partners may determine (so long as the price is not less than that offered to the TCI Partner and the other material terms and conditions are not
materially less favorable to the Partnership than those offered to the TCI Partner) without any consent of the TCI Partner (or its Representatives) and the TCI Partner shall cooperate in effecting
such sale. Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that the Adelphia Partners (and any of their Affiliates) may make a bid in connection with
any such proposed sale and be the purchaser in connection with such sale. The Partners shall undertake in good faith to use commercially reasonable efforts for a reasonable period of time to structure
such sale in a manner that provides tax-free treatment to (i) both the TCI Partner and the Adelphia Partners if the sale is to parties other than the TCI Partner or its Affiliates
and (ii) to the Adelphia Partners if the sale is to the TCI Partner or its Affiliates, but if agreement as to such tax-free treatment cannot be reached within a reasonable time (not
exceeding 60 days in any event), the sale may be effected on such terms and conditions as the Adelphia General Partner determines, subject to the preceding provisions of this
Section 13.3. If the sale is not consummated within 18 months after the Put Notice Date, the Adelphia General Partner (or its designee) will close on the purchase of the Partnership
Interest of the TCI Partner pursuant to the Put as soon as possible. It is understood and agreed by the TCI Partner that to the extent a sale of the assets of the Partnership or the Partnership
Interests is effected, the TCI Partner shall only be entitled to its allocable share of the proceeds resulting from such sale after discharge of all applicable liabilities of the Partnership, all
calculated in accordance with the provisions of Section 16.2.3 hereof, even if such amount is different from amounts determined under the applicable provisions of Sections 13.1 and 13.2 hereof.

14.Books and Records.

14.1Complete Books.

At
all times during the continuance of the Partnership, the Partnership shall keep or cause to be kept full and complete books of account in which shall be entered fully and accurately
each transaction of the Partnership, including the Capital Accounts of the Partners.

14.2Method of Recordkeeping.

All
such books of account shall at all times be maintained at the principal office of the Partnership or at such other place as the Board may designate and shall be open to the
inspection and examination of the Partners or their representatives during reasonable hours. All books and records of the Partnership shall be kept on an accrual basis of accounting with an annual
accounting period ending March 31, except for the final accounting period which shall end on the date of the final dissolution or termination of the Partnership. All references in this
Agreement to a "Fiscal Year" are to such an annual accounting period.

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14.3Determination of Book Value of Partnership Assets.



14.4Determination of the Fair Market Value of Assets.

For
purposes of this Agreement, other than under Article 13 and other than with respect to the assets contributed by Partners as a part of their Initial Capital Contribution,
which shall have the value specified in this Agreement, the Fair Market Value of an asset shall be that value agreed to by the Board of Representatives by unanimous vote within ten days after any
party having an interest in the determination of such value requests such determination. In the event the Board of Representatives is unable to agree on a value during such ten-day period,
Fair Market Value shall be determined within 20 days thereafter by an investment banker selected within five days of the end of such ten-day period by the parties in interest and
such determination shall be conclusive and binding on all such parties. If such parties are unable to agree upon an investment banker within five days after failure to agree on Fair Market Value, then
one investment banker shall be selected by each such party within five days thereafter and such investment bankers shall jointly appoint within five days of their selection a nationally recognized
investment banker (the "Final Investment Banker"). The Final Investment Banker shall determine Fair Market Value within 20 days from the date such Final Investment Banker is selected and such
determination shall be conclusive and binding on all parties in interest. Each such party shall pay the expenses of its own investment banker and shall pay itspro
rataportion of the expenses of the Final Investment Banker. If the Final Investment Banker is only able to provide a range in which Fair Market Value would exist, fair market
value shall be the average value of the highest and lowest values of such range.

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14.5Reports.

The
Partnership shall prepare or cause to be prepared and shall deliver to each Partner, (i) within 30 days of the end of each quarter of each Fiscal Year, unaudited
financial statements of the Partnership and its Subsidiaries on a consolidated basis for such quarter and the year to date including a balance sheet, a profit and loss statement, and a cash flow
statement, all of which shall be prepared
in accordance with GAAP, and (ii) within 75 days of the end of the Fiscal Year, annual audited financial statements of the Partnership and its Subsidiaries on a consolidated basis
reported upon by the Partnership's independent certified public accountants (chosen by the Board of Representatives) and including an annual balance sheet as of the close of such year, a profit and
loss statement, and a cash flow statement, each of which shall be prepared in accordance with GAAP. In addition, the Partnership shall provide to the Partners (i) within 21 days after
the end of each quarter, a statement setting forth a preliminary estimate of the net income or loss of the Partnership and its Subsidiaries on a consolidated basis for such quarter, (ii) within
30 days after the end of each quarter, a summarized statement of operations data of the Partnership and its Subsidiaries on a consolidated basis that complies with the requirements of APB
Opinion No. 18 and Rule 4-08(g) of Regulation S-X promulgated under the Securities Act and (iii) within 45 days after the end of each Fiscal
Year, a statement setting forth a preliminary estimate of the net income or loss of the Partnership and its Subsidiaries on a consolidated basis for such Fiscal Year, in each case as determined in
accordance with GAAP.

14.6Tax Information.

The
Partnership shall be treated as a partnership for federal and state income tax and franchise tax purposes; accordingly, the Partnership shall cause to be prepared and filed on or
before the due date annually a United States Partnership Return of Income and any necessary state income and franchise tax returns on a partnership basis. Such returns shall be submitted to the
General Partners for review no later than 60 days before the final due date of such returns, including extensions and a copy of each tax return as actually filed shall be delivered to such
Partner, together with such tax reporting information reasonably required by such Partner to file its tax return. Each Partner shall notify the other Partners upon receipt of any notice of any tax
examination by any federal, state or local authority pertaining to the Partnership or the other Partners.

14.7Designation of Tax Matters Partner.

The
Adelphia General Partner is designated as the Tax Matters Partner under § 6231(a)(7) of the Code. The Tax Matters Partner shall be responsible for notifying all Partners
of ongoing proceedings, both administrative and judicial, and shall represent the Partnership throughout any such proceeding. The Partners shall furnish the Tax Matters Partner with such information
to allow proper notice to the Partners. If an administrative proceeding with respect to a partnership item under the Code has begun, and the Tax Matters Partner so requests, each Partner shall notify
the Tax Matters Partner of its treatment of any partnership item on its federal income tax return, if any, which is inconsistent with the treatment of that item on the partnership return for the
Partnership. Any settlement agreement with the Internal Revenue Service shall be binding upon the Partners only as provided in the Code. The Tax Matters Partner shall not bind any other Partner to any
extension of the statute of limitations or to a settlement agreement without such Partner's written consent. Any Partner who enters into a settlement agreement with respect to any partnership item
shall notify the other Partners of such settlement agreement and its terms within 30 days after the date of settlement. If the Tax Matters Partner does not file a petition for
readjustment of the partnership items in the Tax Court, federal District Court or Claims Court within the 90-day period following a notice of a final partnership administrative adjustment,
any notice partner or 5-percent group (as such terms are defined in the Code) may institute such action within the following 60 days. The Tax Matters Partner shall timely notify the
other

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Partners
in writing of its decision. Any notice partner or 5-percent group shall notify the other Partners of its filing of any petition for readjustment.

15.Bank Accounts.

All
funds of the Partnership shall be deposited in the Partnership's name in such bank account or accounts as may be designated by the Board of Representatives. Withdrawals from any such
bank account or accounts shall be made only in the regular course of the business of the Partnership. All withdrawals shall be made upon the signature of such individual or individuals as the Board of
Representatives shall determine.

16.Dissolution and Winding-Up of Partnership.

16.1Dissolution of the Partnership.

The
Partnership shall be dissolved:



In
the event that the other General Partner elects to continue the business of the Partnership under (iii) above within such period, notice of such continuation shall be given to the
withdrawing Partner within 90 days after the continuing General Partner receives notice of the Event of Withdrawal.

16.2Winding-Up of the Partnership.

Upon
any dissolution or termination of the Partnership, the following shall be accomplished:



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17.Other Activities.

17.1Other Ventures.



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17.2Restricted Activities.



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17.3Prohibited Cross-Interests.



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18.Indemnification of Partners.

18.1Indemnification.



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19.Expenses.

19.1Compensation and Reimbursement.



20.Removal of Adelphia General Partner.

20.1Standards for Removal.

The
provisions of this Section 20 shall apply if:



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20.2Effects and Consequences.

In
the event each of the conditions specified in Section 20.1 are satisfied, then and in such event:



21.Miscellaneous.

21.1Notices.

Any
notice or communication required hereunder shall be in writing and either delivered personally to an officer of the addressee or mailed first class and registered, postage prepaid,
and shall be deemed to be given, dated and received when so delivered personally, by facsimile or by nationally recognized overnight courier or, if mailed, 48 hours after the time of mailing,
to the address (and, if

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applicable,
the facsimile number) as set forth on Schedule I hereto (or to such other address or addresses or numbers as such Person may subsequently designate by notice given hereunder).

21.2Entire Agreement.

Except
for the agreements expressly referred to herein, this Agreement constitutes the entire agreement among the parties with respect to the Partnership, and this Agreement may be
amended, modified or canceled, and the terms and conditions hereof may be waived, only by a written instrument signed by all the Partners and each successor agrees to be bound by any such instrument
with the same force and effect as if it had executed the same; provided that nothing herein shall be deemed to limit the obligations of the TCI Partners to execute amendments contemplated by
Section 9.1.3 hereof.

21.3Counterparts.

This
Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

21.4Further Assurances.

Each
of the Partners hereby agrees to execute and deliver all such other and additional instruments and documents and to do such other acts and things as may be necessary to more fully
effectuate this Partnership, carry on the Partnership's business and effectuate this Agreement.

21.5Variations of Pronouns.

All
pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person may require.

21.6Non-Waiver.

No
delay on the part of any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any waiver, express or implied, by any Partner of any right hereunder or
of any failure to perform or breach hereof by any other Partner constitute or be deemed a waiver of any other right hereunder or of any other failure to perform or breach hereof by the same or any
other Partner, whether of a similar or dissimilar nature thereof.

21.7Survival of Rights, Duties and Obligations.

Termination
of the Partnership shall not release any party from any liability which at the time of termination had already accrued to any other party or which thereafter may accrue in
respect of any act or omission prior to such termination.

21.8Severability.

Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

21.9Confidentiality.

Each
Partner shall treat all non-public information relating to the Partnership Business (the "Confidential Information") in accordance with its customary policies regarding
its own confidential information, provided that no Partner shall be liable to the Partnership or any Partner therein in damages for any failure to comply with the covenant contained in this
Section 21.9 except in any case involving gross negligence, willful misconduct or fraudulent misconduct on the part of such Partner.

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21.10GOVERNING LAW.

THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF
CONFLICT OF LAWS THEREOF.

21.11Table of Contents and Headings.

The
table of contents and the descriptive headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

21.12Representations and Warranties of Partners.

By
execution and delivery this Agreement, each of the Partners (i) represents and warrants to each of the other Partners that its interest in the Partnership is intended to be and
is being acquired solely for its own account for investment and with no present intention of distribution or reselling all or any part thereof; (ii) acknowledges that it is aware that interests
in the Partnership have not been registered under the Securities Act of 1933, that interests in the Partnership cannot be sold or otherwise disposed of unless they are registered thereunder or unless
an exemption from such registration is available, and that the Partnership has no current intention of so registering interests in the Partnership thereunder, and that accordingly it is able and is
prepared to bear the economic risk of making the Capital Contribution contemplated hereby with respect to its interest in the Partnership and the holding by the Partnership of unregistered securities
and to suffer a loss in connection with the investment by the Partnership in such securities; and (iii) represents to each of the other Partners (a) that it is authorized, and has all
requisite power and authority, to become a Partner and make its Capital Contributions; (b) that this Agreement has been duly and validly executed by it and constitutes its valid and binding
obligation enforceable in accordance with its terms; (c) performance of this Agreement complies in all material respects with all laws applicable to it or to which it is subject and does not
violate, breach or conflict with any agreement to which it is a party or by which it or its assets are bound; and (d) that it
has obtained all material consents or approvals, if any, of governmental bodies having jurisdiction over it necessary in connection with its execution, delivery and performance of this Agreement. Each
Partner further represents to each of the other Partners that its knowledge and experience in financial and business matters are such that it is capable of evaluating, and has evaluated, the risks of
making the Capital Contribution hereby contemplated and the risks of the purchase of securities in the Partnership.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first above written.

| |  | ADELPHIA WESTERN NEW YORK HOLDINGS, L.L.C.
| |  | ------------------------------------------
| |  | By:                                       
| |  | By:                                       
| |  |                                           
| |  |                                           
| |  | MONTGOMERY CABLEVISION, INC.              
| |  | By:                                       
| |  |                                           
| |  |                                           
| |  | TCI ADELPHIA HOLDINGS, LLC                
| |  | By:                                       
| |  | By:                                       
| |  |                                           
| |  |                                           

For
purposes of Sections 12.3, 13 and 17.1(b) only and insofar as applicable to such entities:

| |  | ADELPHIA COMMUNICATIONS CORPORATION
| |  | -----------------------------------
| |  | By:                                
| |  |                                    
| |  |                                    
| |  | TCI COMMUNICATIONS, INC.           
| |  | By:                                
| |  |                                    
| |  |                                    

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