Comcast Holdings Corp – ‘10-K’ for 12/31/00 – EX-10.24

On:  Friday, 3/2/01, at 3:13pm ET   ·   For:  12/31/00   ·   Accession #:  950159-1-150   ·   File #:  1-15471

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         75    476K 
 2: EX-3.1      Ex-3.1(F)                                              1      6K 
 3: EX-4.7      Instrument Defining the Rights of Security Holders    19     96K 
 7: EX-10.14    Material Contract                                     21     90K 
 8: EX-10.24    Material Contract                                    101    355K 
 4: EX-10.4     Material Contract                                     20     79K 
 5: EX-10.7     Material Contract                                      6     21K 
 6: EX-10.8     Material Contract                                      8     30K 
 9: EX-21       Subsidiaries of the Registrant                        11     40K 
10: EX-23.1     Consent of Experts or Counsel                          1      9K 
11: EX-23.2     Consent of Experts or Counsel                          1      8K 
12: EX-99.1     Miscellaneous Exhibit                                  1      8K 

EX-10.24   —   Material Contract
Exhibit Table of Contents

EX-10.24
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ASSET EXCHANGE CLOSING AGREEMENT

 DATED AS OF JANUARY 1, 2001

 AMONG

COMCAST CORPORATION,

THE COMCAST PARTIES,

 ADELPHIA COMMUNICATIONS CORPORATION

 AND

THE ADELPHIA PARTIES

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                                                                            PAGE

 ARTICLE 1
 DEFINITIONS

Section 1.01.  Terms Defined in this Section...................................1
Section 1.02.  Other Definitions...............................................9
Section 1.03.  Rules of Construction..........................................12

 ARTICLE 2
EXCHANGE

Section 2.01.  Exchange of Comcast Assets and Adelphia Assets.................12
Section 2.02.  Comcast Assumed Liabilities....................................17
Section 2.03.  Adelphia Assumed Liabilities...................................18
Section 2.04.  Adelphia Adjustments...........................................19
Section 2.05.  Comcast Adjustments............................................21
Section 2.06.  Final Working Capital Adjustment...............................22
Section 2.07.  Capacity Adjustment............................................24
Section 2.08.  Post-Closing Allocations.......................................26

 ARTICLE 3
 RELATED MATTERS

Section 3.01.  Employees......................................................26
Section 3.02.  Use of Names and Logos.........................................29
Section 3.03.  Transfer Laws..................................................30
Section 3.04.  Further Assurances.............................................30
Section 3.05.  Use Of Qualified Intermediaries................................30

 ARTICLE 4
COMCAST'S REPRESENTATIONS AND WARRANTIES

Section 4.01.  Organization and Qualification of Comcast......................32
Section 4.02.  Authority......................................................33
Section 4.03.  No Conflicts; Required Consents................................33
Section 4.04.  Assets, Title, Condition, and Sufficiency......................33
Section 4.05.  Comcast Systems Franchises, Systems Licenses,                    
 Systems Contracts, Owned Property and Real Property
               Interests......................................................34
Section 4.06.  Employee Benefits..............................................36
Section 4.07.  Litigation.....................................................36
Section 4.08.  Cable Operations...............................................37
Section 4.09.  Tax Returns; Other Reports.....................................37
Section 4.10.  Comcast Systems Information....................................37

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Section 4.11.  Compliance with Legal Requirements.............................38
Section 4.12.  Real Property..................................................41
Section 4.13.  Financial Statements...........................................41
Section 4.14.  Interim Operation of Systems...................................42
Section 4.15.  Employees......................................................43
Section 4.16.  Environmental..................................................44
Section 4.17.  Accounts Receivable............................................45
Section 4.18.  Transactions with Affiliates...................................45
Section 4.19.  System Intellectual Property Rights............................45
Section 4.20.  Bonds..........................................................45
Section 4.21.  Taxpayer Identification Number.................................45
Section 4.22.  Undisclosed Material Liabilities...............................45
Section 4.23.  Insurance......................................................46
Section 4.24.  Intellectual Property..........................................46
Section 4.25.  Brokers........................................................46
Section 4.26.  Systems Options................................................46
Section 4.27.  Comcast Pole Audits............................................46
Section 4.28.  Inventory......................................................47
Section 4.29.  Internet Services..............................................47
Section 4.30.  Telephony Assets...............................................47
Section 4.31.  Capital Leases.................................................47
Section 4.32.  Capitalization of the Comcast LLCs.............................47
Section 4.33.  Ownership of the Comcast LLC Interests.........................47
Section 4.34.  Comcast LLC Assets and Liabilities.............................47

 ARTICLE 5
 ADELPHIA'S REPRESENTATIONS AND WARRANTIES

Section 5.01.  Organization and Qualification of Adelphia.....................48
Section 5.02.  Authority......................................................48
Section 5.03.  No Conflicts; Required Consents................................48
Section 5.04.  Assets, Title, Condition, and Sufficiency......................49
Section 5.05.  Adelphia Systems Franchises, Systems Licenses,                   
 Systems Contracts, Owned Property and Real Property
               Interests......................................................49
Section 5.06.  Employee Benefits..............................................51
Section 5.07.  Litigation.....................................................52
Section 5.08.  Cable Operations...............................................52
Section 5.09.  Tax Returns; Other Reports.....................................52
Section 5.10.  Adelphia Systems Information...................................53
Section 5.11.  Compliance with Legal Requirements.............................53
Section 5.12.  Real Property..................................................56
Section 5.13.  Financial Statements...........................................57
Section 5.14.  Interim Operations of Systems..................................57
Section 5.15.  Employees......................................................58
Section 5.16.  Environmental..................................................59
Section 5.17.  Accounts Receivable............................................60

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Section 5.18.  Transactions with Affiliates...................................60
Section 5.19.  System Intellectual Property Rights............................60
Section 5.20.  Bonds..........................................................60
Section 5.21.  Taxpayer Identification Number.................................60
Section 5.22.  Undisclosed Material Liabilities...............................61
Section 5.23.  Insurance......................................................61
Section 5.24.  Intellectual Property..........................................61
Section 5.25.  Brokers........................................................61
Section 5.26.  Systems Options................................................61
Section 5.27.  Adelphia Pole Audits...........................................62
Section 5.28.  Inventory......................................................62
Section 5.29.  Internet Services..............................................62
Section 5.30.  Telephony Assets...............................................62
Section 5.31.  Capital Leases.................................................62

 ARTICLE 6
 COVENANTS

Section 6.01.  Confidentiality and Publicity..................................62
Section 6.02.  Title Defects..................................................63
Section 6.03.  Leased Vehicles and Other Capital Leases.......................64
Section 6.04.  Post-closing Obtaining Of Consents.............................64
Section 6.05.  Transitional Services..........................................65
Section 6.06.  Cooperation upon Inquiries as to Rates.........................70
Section 6.07.  Books and Records..............................................71
Section 6.08.  Taxes..........................................................71
Section 6.09.  Estoppel Certificates..........................................72
Section 6.10.  Termination of Certain Affiliate Contracts.....................72
Section 6.11.  Change of Names of Comcast LLCs................................72
Section 6.12.  Payment of Gateway Proceeds....................................73
Section 6.13.  Telephony Services.<...........................................73
Section 6.14.  Transfer of Jones Telecommunications...........................73

 ARTICLE 7
 CLOSING

Section 7.01.  Closing........................................................74
Section 7.02.  Adelphia's Obligations.........................................74
Section 7.03.  Comcast's Obligations..........................................75

 ARTICLE 8
 INDEMNIFICATION

Section 8.01.  Indemnification by Adelphia....................................77
Section 8.02.  Indemnification by Comcast.....................................78
Section 8.03.  Procedure for Certain Indemnified Claims.......................79
Section 8.04.  Determination of Indemnification Amounts and Related Matters...80

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Section 8.05.  Time and Manner of Certain Claims..............................80
Section 8.06.  Other Indemnification..........................................81
Section 8.07.  Exclusivity....................................................81

 ARTICLE 9
MISCELLANEOUS PROVISIONS

Section 9.01.  Expenses.......................................................81
Section 9.02.  Brokers........................................................81
Section 9.03.  Performance of Obligations of Parties..........................82
Section 9.04.  Waivers........................................................82
Section 9.05.  Notices........................................................82
Section 9.06.  Entire Agreement; Prior Representations; Amendments............83
Section 9.07.  Specific Performance...........................................83
Section 9.08.  Jurisdiction...................................................84
Section 9.09.  WAIVER OF JURY TRIAL...........................................84
Section 9.10.  Binding Effect; Benefits.......................................84
Section 9.11.  Headings and Schedules.........................................84
Section 9.12.  Counterparts...................................................85
Section 9.13.  GOVERNING LAW..................................................85
Section 9.14.  Severability...................................................85
Section 9.15.  Third Parties; Joint Ventures..................................85
Section 9.16.  Construction...................................................85
Section 9.17.  Attorneys' Fees................................................85
Section 9.18.  Tax Consequences...............................................85
Section 9.19.  Time...........................................................86

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EXHIBIT A.........         Intentionally Deleted                                
EXHIBIT B-1.......         Comcast Converted LLCs                               
EXHIBIT B-2.......         Comcast New LLCs                                     
EXHIBIT C.........         Comcast Systems                                      

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ASSET EXCHANGE CLOSING AGREEMENT

 THIS ASSET EXCHANGE CLOSING AGREEMENT ("Agreement") is made and entered
into as of January 1, 2001 among Comcast Corporation, a Pennsylvania corporation
("Comcast"), and the Comcast Parties (as defined below), on the one hand, and   
Adelphia Communications Corporation, a Delaware corporation ("Adelphia"), and   
the Adelphia Parties (as defined below), on the other hand.                     

RECITALS

   A.   Comcast and Adelphia entered into a letter agreement dated as of May
25, 1999 (the "Comcast/Adelphia Letter Agreement") providing for, among other   
things, an exchange of certain cable television systems.                        

    B.   Jones Intercable Inc., a Colorado corporation ("Jones"), and Adelphia
entered into a letter agreement dated as of May 25, 1999 (the "Jones/Adelphia   
Letter Agreement", and together with the Comcast/Adelphia Letter Agreement, the 
"Letter Agreements") providing for, among other things, an exchange of certain  
cable television systems.                                                       

    C.   After entering into the Jones/Adelphia Letter Agreement, Jones became
a wholly owned subsidiary of Comcast and thereafter was merged with and into    
Comcast Cable Communications, Inc., a Delaware corporation and a wholly owned   
subsidiary of Comcast.                                                          

 D.   This Agreement supersedes the Letter Agreements and sets forth the
terms and conditions on which the Comcast Parties (as defined below) are        
conveying to the Adelphia Entities (as defined below) substantially all of the  
assets of the Comcast Systems (as defined below), and the Adelphia Entities are 
conveying to the Comcast Parties substantially all of the assets of the Adelphia
Systems (as defined below), in such a manner as to effect a like-kind exchange  
of such assets under Section 1031 of the United States Internal Revenue Code.   

AGREEMENTS

 In consideration of the mutual covenants and promises set forth in this
Agreement, the Parties agree as follows:                                        

 ARTICLE 1
 DEFINITIONS

   SECTION 1.01. Terms Defined in this Section. In addition to terms defined
elsewhere in this Agreement, the following terms with initial capital letters,  
when used in this Agreement, will have the meanings set forth below:            

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"@Home Solutions" means At Home Network Solutions, Inc.               

"Adelphia Entities" means Adelphia and the Adelphia Parties.          

  "Adelphia Leased Property" means the premises demised under the Adelphia
Leases.                                                                         

"Adelphia Parties" means those entities listed on Schedule 1.01, which
Schedule includes for each such entity its Employee Identification Number for   
federal tax purposes.                                                           

 "Adelphia Service Area" means any geographic area in which the Adelphia
Systems (i) are authorized to provide cable television service pursuant to an   
Adelphia Systems Franchise or (ii) provide cable television service and in which
a franchise or other authorization is not required pursuant to applicable Legal 
Requirements.                                                                   

   "Adelphia Systems" means the cable television systems operating under the
Adelphia Systems Franchises listed on Schedule 2.01(b)(iii)(B) and any closely  
related multi-channel video systems. For the avoidance of doubt, the Adelphia   
Systems include the internet service operations of those systems, including     
internet service contracts with Subscribers.                                    

"Affiliate" means, with respect to any Person, any other Person       
controlling, controlled by or under common control with such Person, with       
"control" for such purpose meaning the possession, directly or indirectly, of   
the power to direct or cause the direction of the management and policies of a  
Person, whether through the ownership of voting securities or voting interests, 
by contract or otherwise. For purposes hereof, (i) Montgomery Cablevision       
Associates, L.P. and Adelphia Cablevision Associates of Radnor, L.P. shall be   
treated as Affiliates of Adelphia and (ii) no party hereto will be treated as an
Affiliate of Excite@Home or ServiceCo LLC, or any of their respective           
Affiliates.                                                                     

  "Assets" means the Comcast Assets or the Adelphia Assets, as the context
requires.                                                                       

     "Assumed Liabilities" means the Comcast Assumed Liabilities or the Adelphia
Assumed Liabilities, as the context requires.                                   

"AT&T Transaction" means the exchange of cable television systems     
contemplated by the Asset Exchange Agreement dated as of August 11, 2000, as    
amended from time to time, among Comcast, certain Affiliates of Comcast, AT&T   
Corp. and certain Affiliates of AT&T Corp.                                      

   "Basic Service Tier" means the lowest service tier offered to Subscribers
of a System, as identified on Schedules 4.10 and 5.10, as applicable.           

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  "Business Day" means any day other than a Saturday or Sunday or a day on
which banks in New York, New York are authorized or required to be closed.      

  "Cable Act" means Title VI of the Communications Act, 47 USC ss. 521, et
seq.                                                                            

   "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C.A.ss.ss.9601 et seq.).                          

"Closing Date" means the date of this Agreement.                      

     "Closing Time" means 12:01 a.m., local time in the location of each System,
on the Closing Date.                                                            

"Cut-Off Date" means December 31, 2000.                               

     "Cut-Off Time" means 11:59 p.m., local time in the location of each System,
on the Cut-Off Date.                                                            

"Code" means the Internal Revenue Code of 1986.                       

  "Comcast Converted LLCs" means the limited liability companies listed on
Exhibit B-1.                                                                    

    "Comcast New LLCs" means the limited liability companies listed on Exhibit
B-2.                                                                            

"Comcast Entities" means Comcast and the Comcast Parties.             

    "Comcast Leased Property" means premises demised under the Comcast Leases.

    "Comcast LLC's" means the Comcast Converted LLCs and the Comcast New LLCs.

     "Comcast Parties" means Comcast Cablevision Corporation of California, LLC,
a Delaware limited liability company, Jones Cable Holdings II, LLC, a Colorado  
limited liability company, and Comcast Cablevision of Muncie, LP, an Indiana    
limited partnership.                                                            

"Comcast Service Area" means any geographic area in which the Comcast 
Systems are authorized to provide cable television service pursuant to a Comcast
Systems Franchise or provide cable television service in which a franchise or   
other authorization is not required pursuant to applicable Legal Requirements.  

   "Comcast Systems" means the cable television systems listed on Exhibit C.
For the avoidance of doubt, the Comcast Systems include (i) the                 

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Internet service operations of those systems, including internet service        
contracts with Subscribers, (ii) interests in advertising sales businesses that 
are primarily related to the Comcast Systems and (iii) operations primarily     
related to the provision of wide area network services to the Palmdale School   
District, Palmdale, California.                                                 

"Communications Act" means the Communications Act of 1934.            

    "Contract" means any written agreement, contract, mortgage, deed of trust,
bond, indenture, lease, license, note, franchise, certificate, option, warrant  
or right, and any oral obligation, right or agreement.                          

"Copyright Act" means the Copyright Act of 1976.                      

   "Deposits" means all monies which are on deposit with third parties as of
the Cut-Off Time for the account of Transferor (or a Comcast LLC), or as        
security for such party's performance of its obligations (other than any        
deposits which are Excluded Assets or the full benefit of which will not be     
available to Transferee (or a Comcast LLC) following Closing), including        
deposits on real property leases and deposits for utilities.                    

 "Environmental Law" means any Legal Requirement or agreement with third
parties whether now or hereafter in effect concerning human health, safety,     
welfare or the environment, including Legal Requirements relating to emissions, 
discharges, releases or threatened releases of Hazardous Substances into the    
environment, air (including both ambient and within buildings and other         
structures), surface water, ground water or land or otherwise relating to the   
manufacture, processing, distribution, use, treatment, storage, presence,       
disposal, transport or handling of Hazardous Substances.                        

"ERISA" means the Employee Retirement Income Security Act of 1974.    

   "ERISA Affiliate" means, as to any Person, any trade or business, whether
or not incorporated, which together with such Person would be deemed a single   
employer within the meaning of Section 4001 of ERISA.                           

    "Excite@Home" means the Excite @ Home Corporation, a Delaware corporation.

"Excluded Assets" means the Comcast Excluded Assets or the Adelphia   
Excluded Assets, as the context requires.                                       

 "Expanded Basic Services" means the service tier or tiers identified as
such on Schedules 4.10 and 5.10.                                                

"FAA" means the Federal Aviation Administration.                      

"FCC" means the Federal Communications Commission.                    

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    "GAAP" means generally accepted accounting principles in the United States
consistently applied, including the statements and interpretations of the U.S.  
Financial Accounting Standards Board.                                           

    "Gateway Partnership Agreement" means the Limited Partnership Agreement of
Gateway/Jones Communications Ltd. dated September 12, 1998 by and between Jones 
Intercable of Ft. Myers, Inc. and Gateway/Jones Communications Services, Inc.   

 "Gateway Partnership Interest" means the 5% general partner interest in
Gateway/Jones Communications, Ltd.                                              

   "Governmental Authority" means (i) the United States of America, (ii) any
state, commonwealth, territory or possession of the United States of America and
any political subdivision thereof (including counties, municipalities,          
provinces, parishes and the like), (iii) any foreign (as to the United States of
America) sovereign entity and any political subdivision thereof and (iv) any    
court, quasi-governmental authority, tribunal, department, commission, board,   
bureau, agency, authority or instrumentality of any of the foregoing.           

"Hazardous Substances" means (i) any pollutant, contaminant, waste or 
chemical or any toxic, radioactive, ignitable, corrosive or otherwise hazardous 
substance, waste or material, (ii) any "hazardous waste" as defined by the      
Resource Conservation and Recovery Act of 1976 (RCRA) (42 U.S.C.A. ss.ss. 6901  
et seq.); (iii) any "hazardous substance" as defined by CERCLA; (iv) any        
substance regulated by the Toxic Substances Control Act (TSCA) (42 U.S.C. ss.   
2601 et seq.); (v) asbestos or asbestos-containing material of any kind or      
character; (vi) polychlorinated biphenyls; (vii) any substances regulated under 
the provisions of Subtitle I of RCRA relating to underground storage tanks;     
(viii) any substance the presence, use, treatment, storage or disposal of which 
is prohibited by or regulated under any Legal Requirement; and (ix) any other   
substance which by any Legal Requirement requires special handling, reporting or
notification of or to any Governmental Authority in its collection, storage,    
use, treatment, presence or disposal.                                           

  "Jones Telecommunications" means Jones Telecommunications of California,
LLC, a Colorado limited liability company.                                      

    "Judgment" means any judgment, judicial decision, writ, order, injunction,
award or decree of or by any Governmental Authority.                            

"Leased Property" means Comcast Leased Property or Adelphia Leased    
Property, as the context requires.                                              

     "Legal Requirement" means applicable common law and any statute, ordinance,
code, law, rule, regulation, order, technical or other written standard,        
requirement or procedure enacted, adopted, promulgated, applied or followed by  

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or any agreement entered into by any Governmental Authority, including any      
Judgment.                                                                       

"Lien" means, with respect to any property or asset, any security     
agreement, financing statement filed with any Governmental Authority,           
conditional sale agreement, capital lease or other title retention agreement    
relating to such property or asset, any lease, consignment or bailment given for
purposes of security, any right of first refusal, equitable interest, lien,     
mortgage, indenture, pledge, option, charge, encumbrance, adverse interest,     
constructive trust or other trust, claim, attachment, exception to or defect in 
title or other ownership interest (including reservations, rights of entry,     
possibilities of reverter, encroachments, easements, rights-of-way, restrictive 
covenants, leases and licenses) of any kind, which otherwise constitutes an     
interest in or claim against property, whether arising pursuant to any Legal    
Requirement, any Contract or otherwise.                                         

"Litigation" means any claim, action, suit, proceeding, arbitration,  
investigation, hearing or other activity or procedure that could result in a    
Judgment, and any notice of any of the foregoing.                               

    "Losses" means any claims, losses, liabilities, damages, Liens, penalties,
costs and expenses, including interest which may be imposed in connection       
therewith, reasonable expenses of investigation, reasonable fees and            
disbursements of counsel and other experts and the cost to any Person making a  
claim or seeking indemnification under this Agreement with respect to funds     
expended by such Person by reason of the occurrence of any event with respect to
which indemnification is sought and the reasonable costs of enforcing           
indemnification rights in respect thereof, but will in no event include         
incidental or consequential damages.                                            

"Material Adverse Effect" means a material adverse effect on: (i) the 
Comcast Assets or the Adelphia Assets, as the context requires, taken as a      
whole, (ii) the business, operations or condition (financial or otherwise) of   
the Comcast Systems or the Adelphia Systems, as the context requires, taken as a
whole or (iii) the business, operations or condition (financial or otherwise) of
the Comcast Entities or the Adelphia Entities, as the context requires, taken as
a whole, in the case of each of the foregoing, without giving effect to the     
transactions contemplated by this Agreement (except for purposes of Sections    
4.03 or 5.03) or the announcement thereof or changes in conditions that are     
applicable to the economy or the cable television industry in general.          

     "Material Adelphia Contracts" means (i) all Adelphia Systems Franchises and
(ii) the Adelphia Systems Licenses and Adelphia Systems Contracts required by   
Section 5.05(a) to be disclosed on Schedule 2.01(b)(iv)(B) or 2.01(b)(v)(B),    
respectively.                                                                   

   "Material Comcast Contracts" means (i) all Comcast Systems Franchises and
(ii) the Comcast Systems Licenses and Comcast Systems                           

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Contracts required by Section 4.05(a) to be disclosed on Schedule 2.01(b)(iv)(A)
or 2.01(b)(v)(A), respectively.                                                 

"Owned Property" means the Comcast Owned Property or Adelphia Owned   
Property, as the context requires.                                              

"Parent" means Comcast or Adelphia, as the context requires.          

 "Party" or "party" means a Comcast Entity or an Adelphia Entity, as the
context requires.                                                               

     "Pay TV" means a la carte tiers or premium programming services selected by
and sold to Subscribers on a per channel or per program basis.                  

"Permitted Lien" means any (i) Lien securing Taxes, assessments and   
governmental charges not yet due and payable or being contested in good faith   
(and for which adequate accruals or reserves have been established), (ii)       
customary zoning law or ordinance or any similar Legal Requirement, (iii)       
customary rights reserved to any Governmental Authority to regulate the affected
property, (iv) as to all Owned Property and Real Property Interests, any Lien   
(other than Liens securing indebtedness or arising out of the obligation to pay 
money) which (A) does not and will not individually or in the aggregate with one
or more other Liens interfere with the right or ability to own, use, enjoy or   
operate the Owned Property and Real Property Interests as currently being used  
or operated, or materially detract from their value, or (B) is disclosed, in the
case of the Comcast Parties, on Schedule 6.02(a) or, in the case of the Adelphia
Parties, on Schedule 6.02(b), (v) in the case of Leased Property, the rights of 
any lessor or any Lien granted by any lessor of Leased Property and (vi) any    
inchoate materialmen's, mechanics', workmen's, repairmen's or other like Liens  
arising in the ordinary course of business; provided that "Permitted Liens" will
not include any Lien securing a debt or other claim (other than any Lien        
described in clause (v) above) which could prevent or interfere with the conduct
of the business of the affected System as it is currently being conducted.      

"Person" means any human being, Governmental Authority, corporation,  
limited liability company, general or limited partnership, joint venture, trust,
association or unincorporated entity of any kind.                               

"Post-Closing Tax Period" means with respect to a taxable period which
commences before but ends after the date hereof, the portion of such period     
after but not including the date hereof.                                        

"Powerlink" means the internet services provided by Adelphia and its  
Affiliates which are offered under the "Powerlink" trademark.                   

   "Pre-Closing Tax Period" means (i) any taxable period ending on or before
the Closing Date and (ii) with respect to a taxable period that commences       

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before but ends after the date hereof, the portion of such period up to and     
including the date hereof.                                                      

  "Prime Rate" means the prime rate of interest, as announced from time to
time, of The Bank of New York in New York City.                                 

"Real Property Interests" means the Comcast Real Property Interests or
Adelphia Real Property Interests, as the context requires.                      

     "Service Area" means a Comcast Service Area or an Adelphia Service Area, as
the context requires.                                                           

"Subscriber" means a subscriber of a System.                          

  "Subscriber Determination Date" means any date as of which the number of
Individual Subscribers and Subscriber Equivalents is to be determined under the 
terms of this Agreement.                                                        

   "System" means any of the Comcast Systems or the Adelphia Systems, as the
context requires.                                                               

"Systems Franchises" means the Comcast Systems Franchises or Adelphia 
Systems Franchises, as the context requires.                                    

   "Systems Licenses" means the Comcast Systems Licenses or Adelphia Systems
Licenses, as the context requires.                                              

   "Tangible Personal Property" means the Comcast Tangible Personal Property
or Adelphia Tangible Personal Property, as the context requires.                

   "Taxes" means all levies and assessments of any kind or nature imposed by
any Governmental Authority, including all income, sales, use, ad valorem, value 
added, franchise, severance, net or gross proceeds, withholding, payroll,       
employment, FICA, excise or property taxes, levies, and any payment required to 
be made to any state abandoned property administrator or other public official  
pursuant to an abandoned property, escheat or similar law (an "Escheat          
Payment"), together with any interest thereon and any penalties, additions to   
tax or additional amounts applicable thereto. For purposes of this Agreement, an
Escheat Payment shall be attributable to a Pre-Closing Tax Period and treated as
a liability of the relevant Transferor (and shall not be included among the     
Assumed Liabilities of the relevant Transferee) if the relevant abandoned or    
unclaimed property was either accrued as an unclaimed property liability during 
the Pre-Closing Tax Period or first proffered by the applicable System at least 
one year before the Cut-Off Date.                                               

  "Title Policies" means the Comcast Title Policies and the Adelphia Title
Policies.                                                                       

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  "Transaction Documents" means the instruments and documents described in
Sections 7.02 and 7.03 which are being executed and delivered by or on behalf of
the Comcast Entities or the Adelphia Entities, as the case may be, or any of    
their respective Affiliates in connection with this Agreement or the            
transactions contemplated hereby.                                               

 "Transferee" means a Comcast Party or an Adelphia Party, as applicable,
insofar as the term refers to a party to this Agreement that will receive       
Systems (either directly or through the transfer of Comcast LLC Interests) from 
another party to this Agreement. The Parent of a Transferee may, with respect to
any given System or portion thereof to be received by such Transferee, designate
an entity that is directly wholly owned by such Transferee and a disregarded    
entity for United States federal income tax purposes to serve as a substitute   
transferee of such System or portion thereof and for purposes of this Agreement 
such entity shall be treated as the Transferee in respect of such System or     
portion thereof except as the Agreement may otherwise require.                  

 "Transferor" means a Comcast Party or an Adelphia Party, as applicable,
insofar as the term refers to a party to this Agreement that will transfer      
Systems (either directly or through the transfer of Comcast LLC Interests) to   
another party to this Agreement.                                                

 SECTION 1.02. Other Definitions. The following terms are defined in the
Sections indicated:                                                             

                   Term                                  Section
 450 MHZ                                                 2.07(b)
 550 MHZ                                                 2.07(b)
 750 MHZ                                                 2.07(b)
 1031 Exchange                                           2.01(a)
 @Home Solutions Service Fee                             6.05(f)
       @Home Solutions Service Period                          6.05(b)(viii)
  Adelphia                                                Preamble
 Adelphia Assets                                         2.01(b)
Adelphia Assumed Liabilities                            2.03  
    Adelphia Billing Services Separation                    6.05(a)(i)
 Adelphia Designated Employees                           3.01(a)
 Adelphia Environmental Permits                          5.16(c)
Adelphia Estoppel Certificates                          6.09  
 Adelphia Excluded Assets                                2.01(c)
Adelphia Excluded Liabilities                           2.02  
Adelphia Leases                                         5.12  
     Adelphia Owned Property                                 2.01(b)(ii)
Adelphia Plans                                          5.06  
     Adelphia Real Property Interests                        2.01(b)(ii)
 Adelphia Recipient                                      7.02(k)
 Adelphia System Employees                               5.15(a)

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                   Term                                  Section
    Adelphia Systems Contracts                              2.01(b)(v)
Adelphia Systems Financial Statements                   5.13  
      Adelphia Systems Franchises                             2.01(b)(iii)
     Adelphia Systems Licenses                               2.01(b)(iv)
Adelphia Systems Option                                 5.26  
    Adelphia Tangible Personal Property                     2.01(b)(i)
 Adelphia Title Policies                                 7.02(d)
 Adelphia Working Capital Adjustment                     2.04(a)
 Adjustment Certificate                                  2.06(a)
       Adlink                                                  1.02, 2.01(a)
     Advertising Accounts Receivable                         2.04(c)(ii)
  Agreement                                               Preamble
 Apportioned Obligations                                 6.08(b)
 Base Amount                                             2.07(c)
      Books and Records                                       2.01(b)(vii)
 Business Employees                                      3.01(a)
 Cap                                                     8.04(a)
 Capacity Adjustment                                     2.07(c)
 Capacity Certification                                  2.07(a)
     CARS                                                    2.01(b)(iv)
Closing                                                 7.01  
  Comcast                                                 Preamble
  Comcast/Adelphia Letter Agreement                       Recitals
 Comcast Assets                                          2.01(b)
Comcast Assumed Liabilities                             2.02  
 Comcast Designated Employees                            3.01(a)
 Comcast Environmental Permits                           4.16(c)
Comcast Estoppel Certificates                           6.09  
 Comcast Excluded Assets                                 2.01(c)
Comcast Excluded Liabilities                            2.03  
Comcast Leases                                          4.12  
 Comcast LLC Interests                                   2.01(a)
     Comcast Owned Property                                  2.01(b)(ii)
 Comcast PA                                              2.01(a)
 Comcast Parties                                         2.01(a)
Comcast Plans                                           4.06  
 Comcast Provider                                        7.02(k)
     Comcast Real Property Interests                         2.01(b)(ii)
 Comcast System Employees                                4.15(a)
    Comcast Systems Contracts                               2.01(b)(v)
Comcast Systems Financial Statements                    4.13  
      Comcast Systems Franchises                              2.01(b)(iii)
     Comcast Systems Licenses                                2.01(b)(iv)
Comcast Systems Option                                  4.26  
    Comcast Tangible Personal Property                      2.01(b)(i)

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                   Term                                  Section
 Comcast Title Policies                                  7.03(d)
 Comcast Working Capital Adjustment                      2.05(a)
 Confidential Information                                6.01(a)
       Customer Accounts Receivable                            2.04(c)(i)(A)
 Designated Employees                                    3.01(a)
 Dispute Notice                                          2.06(a)
 EEO                                                     4.11(b)
       Eligible Accounts Receivable                            2.04(c)(i)(B)
 Estimated Working Capital Deficit                       2.06(a)
 Final Working Capital Deficit                           2.06(b)
Franchise Matter                                        8.03  
       Gateway Partnership                                     2.01(b)(viii)
Gateway Payment                                         6.12  
Gateway Proceeds                                        6.12  
 Gateway Services Agreement                              7.02(k)
    Hired Employees                                         3.01(d)(i)
Indemnitee                                              8.03  
Indemnitor                                              8.03  
 Independent Accountant                                  2.06(a)
 Initial Period                                          2.06(b)
       Insurance Proceeds                                      2.01(b)(viii)
 Internet Service Fee                                    6.05(d)
      Internet Service Period                                 6.05(a)(vii)
  Jones                                                   Recitals
  Jones/Adelphia Letter Agreement                         Recitals
Jones Holdings                                          6.14  
  Letter Agreements                                       Recitals
 LLC Transfer Consents                                   2.01(a)
 mile                                                    2.07(b)
 Minimum Damage Requirement                              8.04(a)
 Other Relinquished Property Agreements                  3.05(f)
 Other Replacement Property Agreements                   3.05(g)
Palmdale License                                        6.14  
Proprietary Rights                                      3.02  
 Rate Regulatory Matter                                  6.06(c)
 Rebuild Differential                                    2.07(b)
 Retained Employee Benefits                              3.01(c)
 Retained Employees                                      3.01(a)
       Solution Services                                       6.05(b)(viii)
Title Commitments                                       6.02  
Title Company                                           6.02  
 Transfer Taxes                                          6.08(c)
Transitional Services                                   6.05  
 WARN                                                    4.15(b)
 Working Capital Deficit                                 2.06(a)
 Working Capital Adjustment                              2.06(a)

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     SECTION 1.03. Rules of Construction. Unless otherwise expressly provided in
this Agreement (a) accounting terms used in this Agreement will have the        
meaning, ascribed to them under GAAP; (b) words used in this Agreement,         
regardless of the gender used, will be deemed and construed to include any other
gender, masculine, feminine, or neuter, as the context requires; (c) the word   
"including" is not limiting, and the word "or" is not exclusive; (d) the        
capitalized term "Section" refers to sections of this Agreement unless the      
context otherwise requires; (e) references to a particular Section include all  
subsections thereof, (f) references to a particular statute or regulation       
include all amendments thereto, rules and regulations thereunder and any        
successor statute, rule or regulation, or published clarifications or           
interpretations with respect thereto, in each case as from time to time in      
effect; (g) references to a Person include such Person's successors and assigns 
to the extent not prohibited by this Agreement; and (h)references to a "day" or 
number of "days" (without the explicit qualification "Business") will be        
interpreted as a reference to a calendar day or number of calendar days.        
"Knowledge" and words of similar import, when used with reference to a party,   
mean the actual knowledge of a particular matter of (i) with respect to         
Adelphia, Bob Wall, Steve Delgado, Larry Brett and any other regional vice      
presidents for each of the states in which the Adelphia Systems are located, and
(ii) with respect to Comcast, Rick Palmer, John Barrett and the regional vice   
presidents for each of the states in which the Comcast Systems are located.     
Reference to any Comcast Party's Assets (or any category thereof), Systems or   
Excluded Assets will be deemed to refer to the portion of the Comcast Assets (or
such category), Systems or Excluded Assets, respectively, owned or operated by  
such Comcast Party or a Comcast LLC owned by such Comcast Party. Reference to   
any Comcast LLC's Assets (or any category thereof) or Systems will be deemed to 
refer to that portion of the Comcast Assets (or such category) or Systems,      
respectively, owned or operated by such Comcast LLC. Reference to any Adelphia  
Party's Assets (or any category thereof), Systems or Excluded Assets will be    
deemed to refer to the portion of the Adelphia Assets (or such category),       
Systems or Excluded Assets, respectively, owned or operated by such Adelphia    
Party. Unless the context otherwise requires, references to "Transferor" will be
deemed to refer to each Transferor with respect to the Systems to be transferred
by it pursuant to this Agreement (either directly or through the transfer of    
Comcast LLC Interests), and references to "Transferee" will be deemed to refer  
to each Transferee with respect to the Systems to be transferred to it pursuant 
to this Agreement (either directly or through the transfer of Comcast LLC       
Interests).                                                                     

ARTICLE 2 
EXCHANGE

SECTION 2.01. Exchange of Comcast Assets and Adelphia Assets.         

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(a) Exchange Covenant. On the terms and conditions set forth in this  
Agreement, the Comcast Parties and the Adelphia Parties are exchanging at       
Closing simultaneously all of the right, title and interest of the Adelphia     
Parties in, to and under the Adelphia Assets for all of the right, title and    
interest of the Comcast Parties in, to and under the Comcast Assets, in each    
case free and clear of all Liens (except Permitted Liens); provided that this   
Agreement shall not constitute an agreement to assign any Asset or any claim or 
right or any benefit arising thereunder or resulting therefrom without the      
consent of a third party thereto if such assignment without such consent would  
constitute a breach or other contravention of such Asset or in any way adversely
affect the rights of the Transferee thereunder. Each of the Comcast Entities and
the Adelphia Entities acknowledges that the parties to this Agreement desire and
intend to effect their respective transfers and acquisitions of the Adelphia    
Assets or the Comcast Assets, as the case may be, pursuant to this Agreement as 
one or more exchanges of like-kind properties under Section 1031 of the Code (a 
"1031 Exchange"). Notwithstanding anything to the contrary in this Agreement,   
the exchange is occurring in accordance with the match-ups and in the manner set
forth in Schedule 2.01(a). It is understood that if, pursuant to such match-ups,
a System is divided so that it is transferred in part to one Transferee and in  
part to one or more other Transferees (or is divided between two or more Comcast
LLCs in accordance with the following paragraph) such division will be          
disregarded for purposes of the representations and warranties set forth in     
Articles 4 and 5.                                                               

Notwithstanding the foregoing paragraph and other provisions of this  
Agreement, the Parties agree that in lieu of the Comcast Parties transferring to
the Adelphia Parties at Closing the Comcast Assets and in lieu of the Adelphia  
Parties assuming the Adelphia Assumed Liabilities, the following applies: Prior 
to the Closing and subject to the receipt of applicable consents ("LLC Transfer 
Consents"), the Comcast LLCs collectively hold all of the Comcast Assets and are
liable for all of the Adelphia Assumed Liabilities in the following manner: (i) 
with respect to the Comcast New LLCs, the Comcast Parties have transferred or   
caused to be transferred certain Comcast Assets to the Comcast New LLCs and the 
Comcast New LLCs have assumed certain Adelphia Assumed Liabilities and (ii) with
respect to the Comcast Converted LLCs, certain Comcast Affiliates which held    
Comcast Assets and are liable for Adelphia Assumed Liabilities have been        
converted (either by merger or statutory conversion) into limited liability     
companies. Each of the Comcast LLCs is a wholly owned disregarded entity for    
United States federal income tax purposes. At the Closing, the Comcast Parties  
are transferring to the Adelphia Parties 100% of the interests in each Comcast  
LLC (collectively, "Comcast LLC Interests"), free and clear of all Liens, which,
for United States federal income tax purposes, will be treated as a direct      
transfer of the Comcast Assets. In addition, at the Closing, Comcast Cable      
Communications, Inc. a Pennsylvania corporation and a wholly owned subsidiary of
Comcast ("Comcast PA"), is transferring all of the limited liability company    
interests in Adlink Cable Advertising, LLC, a Delaware limited liability company
("Adlink") which it holds to ACC Operations, Inc. Except as the context may     

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otherwise require, the term "Comcast Parties" as used in this Agreement shall   
include the Comcast LLCs and the Comcast Affiliates who owned the Comcast       
Systems prior to or in connection with the reorganization that resulted in the  
Comcast Systems being owned by the Comcast LLCs. The other provisions of this   
Agreement shall be construed consistently with the intent of this paragraph. To 
the extent that any LLC Transfer Consent has not been obtained prior to Closing,
the provisions of Section 6.04 shall apply.                                     

 (b) Comcast and Adelphia Assets. "Comcast Assets" and "Adelphia Assets"
mean all of the assets and properties, real and personal, tangible and          
intangible, owned, held for use or used by the Comcast Entities (or their       
Affiliates) or the Adelphia Entities (or their Affiliates), respectively,       
primarily in the operation of the Comcast Systems or the Adelphia Systems,      
respectively, as of the Closing Time that are not Comcast Excluded Assets or    
Adelphia Excluded Assets, including the following types of assets and           
properties:                                                                     

   (i) Tangible Personal Property. All tangible personal property,
including towers, tower equipment, aboveground and underground cable, 
distribution systems, head-end equipment, line amplifiers, microwave  
     equipment, converters, testing equipment, motor vehicles, office equipment,
 furniture, fixtures, supplies, inventory and other physical assets (the
 "Comcast Tangible Personal Property" or the "Adelphia Tangible Personal
Property," as the case may be), including, with respect to the Comcast
   Tangible Personal Property, the items described on Schedule 2.01(b)(i)(A)
 and, with respect to the Adelphia Tangible Personal Property, the items
described on Schedule 2.01(b)(i)(B);                                  

     (ii) Real Property. All fee interests in real property (including
    improvements thereon) (the "Comcast Owned Property" or the "Adelphia Owned
Property," as the case may be), including the interests described as  
Comcast Owned Property on Schedule 2.01(b)(ii)(A) or Adelphia Owned   
 Property on Schedule 2.01(b)(ii)(B), as the case may be, and all leases
(including Comcast Leases or Adelphia Leases, as the case may be),    
easements, rights of access and other interests in real property (the 
"Comcast Real Property Interests" or the "Adelphia Real Property      
 Interests," as the case may be), including, with respect to the Comcast
  Real Property Interests, those described on Schedule 2.01(b)(ii)(A) and,
  with respect to the Adelphia Real Property Interests, those described on
Schedule 2.01(b)(ii)(B);                                              

          (iii) Franchises. All franchises and similar authorizations or similar
permits issued by any Governmental Authority (the "Comcast Systems    
Franchises" or the "Adelphia Systems Franchises," as the case may be),
    including, with respect to the Comcast Systems Franchises, those described
on Schedule 2.01(b)(iii)(A) and, with respect to the Adelphia Systems 
Franchises, those described on Schedule 2.01(b)(iii)(B);              

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  (iv) Licenses. All cable television relay service ("CARS") and
business radio licenses, copyright notices and other licenses,        
authorizations, consents or permits issued by the FCC or any other    
   Governmental Authority (other than the Comcast Systems Franchises and the
Adelphia Systems Franchises) (the "Comcast Systems Licenses" or the   
   "Adelphia Systems Licenses," as the case may be), including, with respect
     to the Comcast Systems Licenses, those described on Schedule 2.01(b)(iv)(A)
and, with respect to the Adelphia Systems Licenses, those described on
Schedule 2.01(b)(iv)(B);                                              

      (v) Contracts. All pole line or joint line agreements, underground
   conduit agreements, crossing agreements, bulk service, commercial service
 or multiple-dwelling agreements (including the relevant portions of any
national multiple dwelling unit agreements to the extent necessary to 
permit the assignment of single property supplement agreements related
thereto), access agreements, system specific programming agreements or
signal supply agreements, agreements with community groups, commercial
   leased access agreements, capacity license agreements, partnership, joint
    venture or other similar agreements or arrangements, Contracts relating to
     the use of Assets to provide, or the provision by the Systems of, telephone
    or high speed data services, advertising interconnect agreements and other
   Contracts (including all Contracts in respect of Real Property Interests)
  (the "Comcast Systems Contracts" or the "Adelphia Systems Contracts," as
    the case may be), including with respect to the Comcast Systems Contracts,
     those described on Schedule 2.01(b)(v)(A) and, with respect to the Adelphia
Systems Contracts, those described on Schedule 2.01(b)(v)(B);         

          (vi) Accounts Receivable and Current Assets. All Subscriber, trade and
   other accounts receivable (including advertising accounts receivable) and
pre-paid expense items;                                               

  (vii) Books and Records. All engineering records, files, data,
   drawings, blueprints, schematics, reports, lists, plans and processes and
all files of correspondence, lists, records and reports concerning    
    Subscribers and prospective Subscribers of the Comcast Systems or Adelphia
Systems, signal and program carriage and dealings with Governmental   
  Authorities, including all reports filed by or on behalf of either party
with the FCC and statements of account filed by or on behalf of either
party with the U.S. Copyright Office (the "Books and Records"); and   

        (viii) Insurance Claims. All rights to insurance proceeds receivable
     after the Closing in respect of any Comcast Assumed Liabilities or Adelphia
Assumed Liabilities insured on a "claims made" basis and all insurance
   proceeds (to the extent not already expended by the Transferor to restore
  or replace the lost or damaged asset, which replacement asset shall be a
transferred Asset) received prior to Closing in respect of any        

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    asset which, if held by a Comcast Entity at the Closing would be a Comcast
    Asset, or by an Adelphia Entity at the Closing, would be an Adelphia Asset
("Insurance Proceeds");                                               

in the case of each of the foregoing, owned, held for use or used primarily in  
the operation of the Comcast Systems or the Adelphia Systems, as applicable;    
provided that, in addition to the foregoing, the Comcast Assets shall also      
include all of the limited liability company interests in Adlink owned by       
Comcast PA. For the avoidance of doubt, no adjustments will be made under       
Section 2.04 or 2.07 in respect of the cable television system operated by the  
Gateway Partnership.                                                            

 (c) Comcast and Adelphia Excluded Assets. "Comcast Excluded Assets" and
"Adelphia Excluded Assets" mean all: (i) cable programming services agreements  
(including cable guide contracts but excluding system specific programming      
agreements listed on Schedule 2.01(b)(v)(A) with respect to the Comcast Entities
or on Schedule 2.01(b)(v)(B) with respect to the Adelphia Entities) and any     
payments received or to be received with respect thereto, and retransmission    
consent agreements (other than those listed on Schedule 2.01(c)(i) with respect 
to the Comcast Entities or on Schedule 2.01(c)(ii) with respect to the Adelphia 
Entities); (ii) vehicle leases and capital leases of Tangible Personal Property 
(it being understood and agreed that the vehicles and Tangible Personal Property
covered by such leases will be transferred to Transferee (or owned by a Comcast 
LLC) at Closing free and clear of any obligations or Liens under such leases in 
accordance with Section 6.03 hereof); (iii) all employee benefit plans of any   
nature and their assets, except as expressly provided to the contrary in Section
3.01; (iv) insurance policies, other than the matters described in Section      
2.01(b)(viii); (v) bonds, letters of credit, surety instruments and other       
similar items and any stocks, bonds, certificates of deposit and similar        
investments; (vi) cash and cash equivalents, other than (A) Insurance Proceeds  
and (B) petty cash; (vii) patents, copyrights, trademarks, trade names, service 
marks, service names, logos and similar proprietary rights (subject to Section  
3.02); (viii) contracts for Subscriber billing services and any equipment leased
with respect to the provision of services under such contracts (subject to      
Section 6.05); (ix) all contracts relating to national advertising sales        
representation; (x) any master purchasing agreements which relate to both the   
Systems and other cable television systems of Transferor or its Affiliates; (xi)
rights or obligations under any agreement governing or evidencing an obligation 
of Transferor (or a Comcast LLC) for borrowed money; (xii) Subscriber deposits  
and advance payments held by Transferor (or a Comcast LLC) as of the Cut-Off    
Time for which an adjustment is made in favor of Transferee pursuant to Section 
2.04(b)(vi) or 2.05(b)(vi); (xiii) the account books of original entry, general 
ledgers, and financial records used in connection with the Systems, provided    
that Transferor will, at Transferee's request, provide copies of, or information
contained in, such books, records and ledgers (other than information pertaining
to programming agreements other than System-specific programming) to the extent 
reasonably requested by the                                                     

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Transferee after the Closing Date; (xiv) all proprietary software of the Comcast
Entities and the Adelphia Entities and their respective Affiliates and licenses 
relating to third party software and maintenance agreements with respect        
thereto; (xv) all contracts with ServiceCo LLC, Excite@Home, PowerLink, @Home   
Solutions or any other data service providers relating to the provision of high 
speed internet access or with any competitive local exchange carrier service    
provider providing for the use of the System's distribution plant, except, in   
the case of Comcast, contracts with Teleport Communications Group Inc. set forth
on Schedule 2.01(b)(v)(A) and, in the case of Adelphia, contracts with Adelphia 
Business Solutions, Inc. (f/k/a Hyperion Telecommunications, Inc.) set forth on 
Schedule 2.01(b)(v)(B); (xvi) all accounts receivable from Comcast or any of its
Affiliates, in the case of the Comcast Excluded Assets, and from Adelphia or any
of its Affiliates, in the case of the Adelphia Excluded Assets; (xvii) all      
accounts receivable from or loans to employees rendering service in connection  
with the Assets; (xviii) all cooperative marketing receivables; (xix) all       
contracts and assets related primarily to paging services; (xx) all accounts    
receivables arising under infomercial programming agreements; (xxi) the Gateway 
Partnership Interest; and (xxii) contracts and/or assets specifically described 
on Schedule 2.01(c)(i) with respect to the Comcast Entities and Schedule        
2.01(c)(ii) with respect to the Adelphia Entities.                              

   (d) Each Parent will cause any of its Affiliates that owns any Asset, but
that is not a Party to this Agreement, to transfer such Asset to the appropriate
Transferee (or Comcast LLC) promptly.                                           

SECTION 2.02. Comcast Assumed Liabilities. After Closing, the Comcast 
Entities will assume, pay, discharge and perform the following (the "Comcast    
Assumed Liabilities"): (i) obligations and liabilities under the Adelphia       
Systems Franchises, Adelphia Systems Licenses or Adelphia Systems Contracts     
except for liabilities or obligations to the extent arising from or relating to 
any breach of or default under any of the foregoing occurring at or prior to the
Closing Time; (ii) obligations and liabilities of the Adelphia Entities arising 
prior to the Closing Time in connection with the ownership of the Adelphia      
Assets or the operation of the Adelphia Systems but only to the extent that     
there is an adjustment in favor of the Comcast Entities with respect thereto    
pursuant to Section 2.04; and (iii) all other obligations and liabilities to the
extent attributable to actions occurring or conditions first occurring after the
Closing Time and arising out of or relating to the ownership of the Adelphia    
Assets or operation of the Adelphia Systems after Closing, except to the extent 
that such obligations or liabilities relate to any Adelphia Excluded Asset and  
except to the extent otherwise provided for by . All obligations and liabilities
arising out of or relating to the Adelphia Assets or the Adelphia Systems other 
than the Comcast Assumed Liabilities will remain and be the obligations and     
liabilities solely of the Adelphia Entities (the "Adelphia Excluded             
Liabilities"), including (A) any long-term debt (including the current portion  
thereof) and any interest thereon; (B) any obligation or liability with respect 
to periods prior to and including the Closing Time (y) for payment of           

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franchise fees pertaining to the Adelphia System, except as set forth in Section
2.04(b)(iv); and (z) for the refund of monies to Subscribers of the Adelphia    
Systems, other than any refunds referred to in Section 2.04(b)(vi); (C) any     
liability or obligation of the Adelphia Entities, or any member of any          
consolidated, affiliated, combined or unitary group of which any of the Adelphia
Entities is or has been a member, for Taxes; provided that Transfer Taxes       
incurred in connection with the transactions contemplated by this Agreement and 
Apportioned Obligations shall be paid in the manner set forth in Section 6.08   
hereof; (D) any intercompany accounts payable; (E) any line expense accrual with
respect to PowerLink and @ Home Solutions; (F) any Retained Employee Benefits of
Adelphia or any of its Affiliates; (G) Escheat Payments attributable to a       
Pre-Closing Tax Period; (H) any liabilities related to or arising from Harron   
Communications Corp.'s (d/b/a Adelphia) attachments on poles owned by The       
Detroit Edison Company except for obligations and liabilities arising after the 
Closing (and not relating to any pre-closing breach or default) pursuant to the 
Pole and Conduit Use Agreement dated January 31, 1977 between The Detroit Edison
Company and Harron Cablevision of Michigan, Inc., as successor in interest to   
Huron CATV, Inc.; (I) liabilities relating primarily to paging services; and (J)
copyright royalty payments to be paid by an Adelphia Entity.                    

 SECTION 2.03. Adelphia Assumed Liabilities. After Closing, the Adelphia
Entities will assume, pay, discharge and perform the following (the "Adelphia   
Assumed Liabilities"): (i) obligations and liabilities under the Comcast Systems
Franchises, Comcast Systems Licenses or Comcast Systems Contracts except for    
liabilities or obligations to the extent arising from or relating to any breach 
of or default under any of the foregoing occurring at or prior to the Closing   
Time; (ii) obligations and liabilities of the Comcast Entities arising prior to 
the Closing Time in connection with the ownership of the Comcast Assets or the  
operation of the Comcast Systems but only to the extent that there is an        
adjustment in favor of the Adelphia Entities with respect thereto pursuant to   
Section 2.05; and (iii) all other obligations and liabilities to the extent     
attributable to actions occurring or conditions first occurring after the       
Closing Time and arising out of or relating to the ownership of the Comcast     
Assets or operation of the Comcast Systems after Closing, except to the extent  
that such obligations or liabilities relate to any Comcast Excluded Asset and   
except to the extent otherwise provided for by Section 6.08. All obligations and
liabilities arising out of or relating to the Comcast Assets or the Comcast     
Systems other than the Adelphia Assumed Liabilities will remain and be the      
obligations and liabilities solely of the Comcast Entities (not including the   
Comcast LLCs) (the "Comcast Excluded Liabilities"), including (A) any long-term 
debt (including the current portion thereof) and any interest thereon; (B) any  
obligation or liability with respect to periods prior to and including the      
Closing Time (y) for payment of franchise fees pertaining to the Comcast        
Systems, except as set forth in Section 2.05(b)(iv); and (z) for the refund of  
monies to Subscribers of the Comcast Systems, other than any refunds referred to
in Section 2.05(b)(vi); (C) any liability or obligation of the Comcast Entities,
or any member of any consolidated, affiliated, combined or                      

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unitary group of which any of the Comcast Entities is or has been a member, for 
Taxes; provided that Transfer Taxes incurred in connection with the transactions
contemplated by this Agreement and Apportioned Obligations shall be paid in the 
manner set forth in Section 6.08 hereof and (D) any intercompany accounts       
payable; (E) any Retained Employee Benefits of Comcast or any of its Affiliates 
(including, prior to the Closing Time, the Comcast LLCs); (F) Escheat Payments  
attributable to a Pre-Closing Tax Period; (G) liabilities relating primarily to 
paging services; and (H) copyright royalty payments to be paid by a Comcast     
Entity (excluding the Comcast LLCs).                                            

SECTION 2.04. Adelphia Adjustments.                                   

     (a) The "Adelphia Working Capital Adjustment," which may be a positive or a
negative number, shall be the number obtained by subtracting (x) the sum of the 
liabilities of the Adelphia Entities (as defined and determined in accordance   
with GAAP) on the Cut-Off Date which constitute Comcast Assumed Liabilities,    
from (y) the sum of the current assets of the Adelphia Entities (as defined and 
determined in accordance with GAAP, except that inventory shall not be included 
as a current asset) on the Cut-Off Date which are included within the Adelphia  
Assets; provided that for such purpose, (i) the amount of accounts receivable   
included in such current assets shall be calculated as set forth in Section     
2.04(c) and (ii) Insurance Proceeds and Gateway Proceeds shall be disregarded.  

     (b) Without limiting the foregoing, in connection with the determination of
the Adelphia Working Capital Adjustment:                                        

       (i) The amount of service charges of the Adelphia Systems that have
been prepaid by subscribers shall be a liability;                     

      (ii) The amount of accrued but unpaid pole rentals of the Adelphia
Systems, if any, shall be a liability;                                

   (iii) The amount of prepaid pole rental expense and pole rental
deposits of Adelphia Entities to the extent that the Comcast Entities 
receive the benefit thereof shall be a current asset;                 

     (iv) The amount of franchise fees of Adelphia Entities payable by
Comcast Entities after the Cut-Off Date covering periods prior to the 
   Cut-Off Date shall be a liability, and the accrued but unpaid liabilities
     under all agreements which constitute Adelphia Assets shall be liabilities;

         (v) The economic value of accrued vacation time credited by a Comcast
Party to any Hired Employees as provided in Section 3.01(d) shall be a
liability;                                                            

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          (vi) The amount of all refundable deposits, including accrued interest
 if applicable, from subscribers of the Adelphia Systems for converters,
  encoders, decoders and any related equipment, and any other prepaid item
shall be a liability;                                                 

       (vii) The amount of all prepaid expenses of Adelphia Entities which
     are part of the Adelphia Assets (except for prepaid expenses related to the
 Adelphia Excluded Assets, inventory or any insurance or bonds) shall be
current assets, but only to the extent that such prepaid expenses will
accrue to the benefit of any Comcast Entity upon and after the Cut-Off
Date; and                                                             

        (viii) The amount of any previously paid launch fees relating to any
 cable programming services agreements that are Adelphia Excluded Assets
shall not be liabilities.                                             

(c) The amount of accounts receivable included in the Adelphia Working
Capital Adjustment shall equal the Customer Accounts Receivable of the Adelphia 
Systems plus 100% of the Advertising Accounts Receivable of the Adelphia Systems
that are 120 or fewer days past due as of the Cut-Off Date, in the case of      
national agency accounts, or 90 or fewer days past due as of the Cut-Off Date,  
in the case of all other Advertising Accounts Receivable.                       

(i) Eligible Accounts Receivable.                           

            (A) "Customer Accounts Receivable" shall equal (x) 100% of the
     face amount of all Eligible Accounts Receivable of the Comcast or
        Adelphia Systems, as the case may be, that are 30 or fewer days past
      due as of the Cut-Off Date, plus (y) 95% of the face amount of all
          Eligible Accounts Receivable of such Systems that are more than 30 but
         less than 60 days past due as of the Cut-Off Date plus (z) 50% of the
        face amount of all Eligible Accounts Receivable of such Systems that
          are more than 60 days but less than 90 days past due as of the Cut-Off
Date.                                                       

           (B) "Eligible Accounts Receivable" of a System means accounts
        receivable arising in the ordinary course of business resulting from
    the provision of cable television, Internet or wide area network
         services to that System's Subscribers as of the Cut-Off Date and that
 relate to periods of time prior to the Cut-Off Date. Accounts
         receivable from Subscribers whose service has been disconnected shall
          not be included in Eligible Accounts Receivable. In the event that any
          account receivable consists of more than one portion that is past due,
      each such portion shall be deemed to be past due for the number of
    days such portion is past due. For purposes of making "past due"
       calculations under this subsection (i), the billing statements of a

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       System will be deemed to be due and payable on the first day of the
          service period to which such billing statements relates. Cash received
        after the billing cutoff date immediately preceding the Cut-Off Date
will be applied to the current portion of receivables.      

(ii) Advertising Accounts Receivable. "Advertising Accounts 
   Receivable" of a System means accounts receivable arising in the ordinary
     course of business representing amounts owed to a System in connection with
  commercial advertising that is cablecast on a System, net of commissions
     payable to third parties. In the event that any account receivable consists
of more than one portion that is past due, each such portion shall be 
    deemed to be past due for the number of days such portion is past due. For
purposes of making "past due" calculations under this subsection (ii),
invoices will be deemed to be due and payable upon invoice.           

SECTION 2.05. Comcast Adjustments.                                    

  (a) The "Comcast Working Capital Adjustment," which may be a positive or
negative number, shall be the number obtained by subtracting (x) the sum of the 
liabilities of the Comcast Entities (as defined and determined in accordance    
with GAAP) on the Cut-Off Date which constitute Adelphia Assumed Liabilities,   
from (y) the sum of the current assets of the Comcast Entities (as defined and  
determined in accordance with GAAP, except that inventory shall not be included 
as a current asset) on the Cut-Off Date which are included within the Comcast   
Assets; provided that for such purpose, (i) the amount of accounts receivable   
included in such current assets shall be calculated as set forth in Section     
2.05(c), and (ii) Insurance Proceeds shall be disregarded.                      

     (b) Without limiting the foregoing, in connection with the determination of
the Comcast Working Capital Adjustment:                                         

      (i) The amount of service charges of the Comcast Systems that have
been prepaid by subscribers shall be a liability;                     

     (ii) The amount of accrued but unpaid pole rentals of the Comcast
Systems, if any, shall be a liability;                                

    (iii) The amount of prepaid pole rental expenses and pole rental
deposits of Comcast Entities to the extent that the Adelphia Entities 
receive the benefit thereof shall be a current asset;                 

    (iv) The amount of franchise fees of Comcast Entities payable by
Adelphia Entities after the Cut-Off Date covering periods prior to the
   Cut-Off Date shall be a liability, and the accrued but unpaid liabilities
    under all agreements which constitute Comcast Assets shall be liabilities;

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  (v) The economic value of accrued vacation time credited by an
Adelphia Party (including the Comcast LLCs) to any Hired Employees as 
provided in Section 3.01(d) shall be a liability;                     

          (vi) The amount of all refundable deposits, including accrued interest
if applicable, from subscribers of the Comcast Systems for converters,
  encoders, decoders and any related equipment, and any other prepaid item
shall be a liability;                                                 

          (vii) The amount of all prepaid expenses of Comcast Entities which are
part of the Comcast Assets (except for prepaid expenses related to the
Comcast Excluded Assets, inventory or any insurance or bonds) shall be
current assets, but only to the extent that such prepaid expenses will
 accrue to the benefit of any Adelphia Entity upon and after the Cut-Off
Date; and                                                             

        (viii) The amount of any previously paid launch fees relating to any
cable programming services agreements that are Comcast Excluded Assets
shall not be liabilities.                                             

(c) The amount of accounts receivable included in the Comcast Working 
Capital Adjustment shall be determined in the same manner as provided in Section
2.04(c) with respect to the Adelphia Working Capital Adjustment.                

  (d) For purposes of this Section 2.05, the fact that the Comcast Parties
are transferring to the Adelphia Parties Comcast LLC Interests rather than      
assets and liabilities shall be disregarded.                                    

   SECTION 2.06 . Final Working Capital Adjustment. (a) On or before 90 days
after the Closing Date, each Parent shall prepare in good faith and deliver to  
the other a final calculation of the Working Capital Adjustment applicable to   
the Systems transferred by such Parent's Affiliates (each an "Adjustment        
Certificate"), together with appropriate supporting documentation, which shall  
evidence in reasonable detail the nature and extent of each adjustment. The     
Parties shall cooperate with one another and provide reasonable access to their 
personnel and records to permit the other Parties to prepare and review the     
Adjustment Certificates. Within 3 Business Days of receipt by Adelphia and      
Comcast of the other Parent's Adjustment Certificate (the day upon which the    
later of the two Adjustment Certificates is so received, the "Receipt Date"),   
the Parent which has the Working Capital Deficit (as defined below) shall pay an
amount equal to the Working Capital Deficit to the other Parent, together with  
interest thereon at the Prime Rate from and including the Closing Date to but   
excluding the date of payment. As used herein, "Working Capital Adjustment"     
means the Comcast Working Capital Adjustment or the Adelphia Working Capital    
Adjustment. As used herein, "Working Capital Deficit" means the excess of the   
larger Working Capital Adjustment over the smaller Working Capital Adjustment.  
"Estimated Working Capital Deficit" means the Working                           

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Capital Deficit based on the Adjustment Certificates as delivered by the parties
pursuant to this Section 2.06(a). For the avoidance of doubt, (i) the Parent    
with the smaller Working Capital Adjustment shall be the Parent with a Working  
Capital Deficit, (ii) any positive number is greater than any negative number   
and (iii) a smaller negative number is greater than a larger negative number.   

  (b) Within 30 days of the Receipt Date (such 30 day period, the "Initial
Period"), each of Adelphia and Comcast may give the other Parent written notice 
of such Parent's objections, if any, to the other Parent's Adjustment           
Certificate. Such notice (the "Dispute Notice") shall describe in reasonable    
detail the dispute and shall set forth the disagreeing Parent's determination as
to the applicable Working Capital Adjustment, together with appropriate         
supporting documentation, which shall evidence in reasonable detail the nature  
and extent of each adjustment. If a Parent fails to so object to the Adjustment 
Certificate delivered by the other Parent within the Initial Period, the Working
Capital Adjustment set forth in such Adjustment Certificate will be final and   
conclusive. The Parents shall negotiate in good faith for a period of fifteen   
(15) days, or such longer period of time as agreed by the Parents to resolve any
disputed items. If, after such fifteen (15) day period (as extended by mutual   
written agreement, if applicable), the Parents fail so to resolve such disputed 
items the Parents agree to engage promptly (and in any event within 10 days) the
New York office of PricewaterhouseCoopers or, if unavailable, another "big five"
accounting firm which is not the auditor of either Parent and is mutually       
acceptable to both Parents (the "Independent Accountant") to resolve the dispute
within fifteen (15) days after such engagement. The determination of the        
Independent Accountant as to each item in dispute will be within the range for  
such item as set forth in the Adjustment Certificate, on the one hand, and in   
the Dispute Notice, on the other hand. The Independent Accountant's             
determination shall be final and binding on the parties. All fees and costs of  
the Independent Accountant shall be borne one-half by each Parent. Within two   
Business Days after both the Adelphia Working Capital Adjustment and the Comcast
Working Capital Adjustment have been conclusively determined as provided above  
(whether as a result of a Parent failing to deliver a Dispute Notice within the 
Initial Period, as a result of an agreement by the Parents or as a result of a  
determination by the Independent Accountant), the parties shall recalculate the 
Working Capital Deficit by using the Adelphia Working Capital Adjustment and the
Comcast Working Capital Adjustment, in each case as so conclusively determined  
(such recalculated amount, the "Final Working Capital Deficit").                

(c) Within two Business Days after the date on which the Final Working
Capital Deficit has been calculated, the difference between the Estimated       
Working Capital Deficit and the Final Working Capital Deficit shall be paid by  
Adelphia or Comcast, as the case may be, together with interest thereon at the  
Prime Rate from and including the Closing Date to but excluding the date of     
payment.                                                                        

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     (d) (i) All payments to be made pursuant to this Section 2.06 shall be paid
by wire or accounts transfer of immediately available funds to the accounts     
designated by the recipient by written notice to the party owing such payment.  

(ii) Each Parent shall be entitled to assign to one or more 
   subsidiaries the obligation to make, or the right to receive, any payment
under this Section 2.06, provided that any Parent assigning any such  
obligation shall be responsible for any breach by its assignee.       

  SECTION 2.07. Capacity Adjustment. (a) Within ninety (90) days after the
Closing Date, each Parent will deliver to the other Parent a certification (the 
"Capacity Certification") of the actual miles of plant included in the Systems  
transferred to such Parent's Affiliates as of the Closing Date and the actual   
technical capacity of such plant as of the Cut-Off Date expressed in MHZ, as    
determined by a physical survey and engineering review of such plant. Each      
Parent will have ten (10) Business Days after the date that both Parents have   
received the other Parent's Capacity Certification to raise in writing to such  
other Parent any objections to such other Parent's Capacity Certification. If no
objections are raised to a Parent's Capacity Certification during such ten (10) 
Business Day period, the Capacity Certification shall be deemed final. If a     
Parent raises an objection in writing to the other Parent during such ten (10)  
Business Day period, the Parents shall then attempt for a ten (10) Business Day 
period to resolve among themselves the matters in dispute. If no resolution is  
reached during such ten (10) Business Day period, the matters shall be          
immediately submitted to a mutually acceptable independent engineering          
consultant who shall deliver a determination as to any disputes within 20       
Business Days of the end of the ten (10) Business Day dispute resolution period 
referred to above and whose determination with respect to the matters in dispute
shall be final and binding on the Parents. The parties shall provide each other 
reasonable access to their Systems for purposes of making the determinations    
hereunder.                                                                      

(b) The Parents (and any engineer engaged under Section 2.08(a)) shall
calculate the cost to rebuild/upgrade each Parent's Systems to 750 MHZ basing   
the cost per mile to upgrade on the following:                                  

Adelphia Systems                                  
----------------                                  
    450 MHZ                               $20,000 per mile
   550 MHZ                               $9,000 per mile

Comcast Systems                                   
---------------                                   
    450 MHZ (California)                  $23,000 per mile
    450 MHZ (Florida)                     $20,000 per mile
    550 MHZ (California)                  $11,000 per mile
   550 MHZ (Florida)                     $9,000 per mile

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The amount by which one Parent's rebuild/upgrade expense calculated in          
accordance with the foregoing exceeds the other Parent's rebuild/upgrade expense
is herein referred to as the "Rebuild Differential" and, for the avoidance of   
doubt, the Parent with the smaller rebuild/upgrade expense shall be deemed to   
have the Rebuild Differential in its favor.                                     

As used in Sections 2.07, 4.10(a) and 5.10(a).                        

"450 MHZ" means any System or portion thereof which does not meet the 
criteria of 550 MHZ or 750 MHZ.                                                 

"550 MHZ" means any System or portion thereof which (i) has a forward 
bandwidth of at least 550 MHZ and (ii) is return activation capable.            

"750 MHZ" means any System or portion thereof which (i) has a forward 
bandwidth of 750 MHZ or greater, (ii) has fiber deployed to nodes serving home  
counts no greater than 2,000 and (iii) is return activation capable.            

   "mile" means (i) for an aerial System or portion thereof, one (1) mile of
cable bearing strand and (ii) for an underground System or portion thereof, one 
(1) mile of trench.                                                             

     (c) The parties acknowledge that, based on preliminary information provided
by each party and set forth on Schedule 2.08, there is a $49,754,380 Rebuild    
Differential in favor of Comcast (the "Base Amount"). In the event the final    
Capacity Certifications of the Parents reflect a Rebuild Differential in favor  
of Comcast equal to the Base Amount there shall be no additional cash payments  
due from either Parent under this . If, however, the final Capacity             
Certifications reflect a Rebuild Differential in favor of Comcast of greater    
than the Base Amount, then Adelphia shall pay to Comcast, as agent for the      
Comcast Parties, an amount equal to the excess over the Base Amount. Conversely,
if the Capacity Certifications show a Rebuild Differential in favor of Comcast  
of less than the Base Amount, then Comcast shall pay to Adelphia, as agent for  
the Adelphia Parties, an amount equal to the shortfall below the Base Amount.   
Any payments required hereunder shall be made within five (5) Business Days of  
final determination of the amount due, together with interest thereon at the    
Prime Rate from and including the Closing Date to but excluding the date of     
payment, and shall be paid as set forth in Section 2.06(d). Any payment made    
under this Section 2.07 is referred to herein as the "Capacity Adjustment".     

     (d) For the avoidance of doubt, no party shall have any claim in respect of
a breach of the representations and warranties set forth in Section 4.10(a) or  
5.10(a), to the extent the information that would constitute such a breach was  
taken into account in a final Capacity Certification.                           

 (e) Each Parent shall be entitled to assign to one or more subsidiaries
(or, with respect to receipts of payment, to qualified intermediaries) the      
obligation                                                                      

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to make, or the right to receive, any payment under Section 2.07(c), provided   
that any Parent assigning any such obligation shall be responsible for any      
breach by its assignee.                                                         

SECTION 2.08. Post-Closing Allocations. The Comcast Entities and the  
Adelphia Entities will each use commercially reasonable efforts to reach        
agreement on the allocated value of each class of the Comcast Assets and the    
Adelphia Assets. Each of the Comcast Entities and the Adelphia Entities will    
file all tax returns and schedules thereto, including those returns and forms   
required by Section 1031 or 1060 of the Code, consistent with any such          
agreed-upon allocations, unless otherwise required by applicable Legal          
Requirements. In the event the parties do not reach agreement on such           
allocations, the Comcast Entities and the Adelphia Entities will each reflect   
the Assets acquired by such party on its books for tax reporting purposes in    
accordance with such party's own determination of such allocations.             

ARTICLE 3 
 RELATED MATTERS

SECTION 3.01. Employees.                                              

    (a) Each Transferor has provided to the Transferee a written list of those
employees primarily rendering services in connection with the Assets (the       
"Business Employees"), and identified on such list those of such Transferor's   
Business Employees such Transferor desired to retain as an employee after the   
date hereof ("Retained Employees"). Each Transferee provided to the Transferor a
written list of those Business Employees, other than Retained Employees, of the 
Transferor that the Transferee desired to employ (or have a Comcast LLC employ) 
as of the date hereof (the "Adelphia Designated Employees," in the case of the  
Adelphia Parties as Transferors, and the "Comcast Designated Employees," in the 
case of the Comcast Parties as Transferors, and together the "Designated        
Employees"). As of the date hereof, the Comcast LLCs have no employees, other   
than Comcast Designated Employees. Effective as of the date hereof, the Comcast 
Parties have extended offers of employment to each of the Adelphia Designated   
Employees, and the Comcast LLCs, at the direction of Adelphia, have extended    
offers to each of the Comcast Designated Employees, in accordance with the      
following provisions. Each Transferor has cooperated in all reasonable respects 
with Transferee to allow Transferee to evaluate and interview employees other   
than Retained Employees in order to make hiring decisions. Each Transferor has  
permitted Transferee, at Transferee's cost, to conduct pre-employment physical  
examinations (including drug-screening tests) and other appropriate pre-hire    
investigations of such of the Transferor's Business Employees (other than       
Retained Employees) that the Transferee has designated, and each Transferor has 
permitted Transferee to make any offer of employment, or continuing employment, 
to any Designated Employee of Transferor conditional                            

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upon Transferee's receipt, review and approval of the results of such pre-hire  
examinations and investigations; provided that no such offer of employment shall
have been effective until the date hereof. Transferee represents and agrees on  
behalf of itself and its Affiliates that it has not solicited and will not      
solicit, between the date hereof and the first anniversary of the date hereof,  
the performance of services by any Retained Employee of the Transferor; provided
that this clause shall not prevent Transferee from hiring any Retained Employee 
as a result of placing general advertisements in trade journals, newspapers or  
similar publications which are not directed at Transferor, its Affiliates or the
Retained Employees.                                                             

     (b) All claims and obligations under, pursuant to or in connection with any
welfare, medical, insurance, disability or other employee benefit plans of      
Transferor or its Affiliates or arising under any Legal Requirement affecting   
employees of Transferor or its Affiliates incurred through and including the    
date hereof will remain the responsibility of Transferor, whether or not such   
employees have been or are employed by Transferee or its Affiliates after the   
date hereof. Except as expressly provided in this Section 3.01, Transferee will 
not have or assume any obligation or liability under or in connection with any  
such plan maintained by Transferor or Transferor's Affiliates.                  

(c) Except as expressly provided in this Section 3.01, Transferor will
remain solely responsible for, and will indemnify and hold harmless Transferee  
from and against, all Losses arising from or with respect to, all salaries,     
phantom awards and stock incentive and all severance, vacation, medical, sick,  
holiday, continuation coverage and other compensation or benefits to which      
Transferor's or its Affiliates' employees may be entitled (including "sticking" 
or "staying" bonuses), whether or not such employees have been or are employed  
by Transferee or its Affiliates after the date hereof, as a result of their     
employment by Transferor or its Affiliates, the termination of their employment 
by Transferor or its Affiliates, the consummation of the transactions effected  
hereby or pursuant to any applicable Legal Requirement (including without       
limitation the Worker Adjustment Retraining and Notification Act) or otherwise  
relating to their employment by Transferor or its Affiliates. All such salaries,
compensation or benefit obligations of a Transferor or its Affiliates, except as
expressly provided in this Section 3.01, are referred to herein as the "Retained
Employee Benefits."                                                             

 (d) Notwithstanding anything to the contrary in this Section 3.01, each
Transferee and its Affiliates will, effective as of January 1, 2001:            

  (i) permit those Designated Employees of the Transferor or its
     Affiliates who become Transferee's or its Affiliates' employees pursuant to
this Section 3.01 (the "Hired Employees") and the Hired Employees'    
 dependents, to participate in Transferee's and its Affiliates' employee
benefit plans to the same extent as similarly situated employees of   
   Transferee and its Affiliates and their dependents; provided that nothing
 in this Agreement shall limit or affect Transferee's or its Affiliates'
right to                                                              

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   limit or alter future participation by Hired Employees in Transferee's or
its Affiliates' employee benefit plans;                               

         (ii) give each Hired Employee credit for his or her past service with
   Transferor or its Affiliates (including past service with any prior owner
or operator of a System) for purposes of eligibility to participate,  
     benefit eligibility and vesting under its employee benefit and other plans,
as well as for all purposes under any post-retirement medical or life 
   insurance benefit plan maintained by Transferee or its Affiliates, to the
extent such service was credited under the corresponding plan or plans
maintained by Transferor or its Affiliates;                           

     (iii) not subject any Hired Employee to any limitations regarding
     benefits for pre-existing conditions (except to the extent applicable under
     the corresponding benefit plan of Transferor or its Affiliates prior to the
date hereof);                                                         

         (iv) give each Hired Employee credit for accrued vacation time to the
same extent as Transferee's and its Affiliates' similarly situated    
employees (taking into account such Hired Employee's past service with
   Transferor or its Affiliates (including past service with any prior owner
     or operator of a System)); provided that Transferor or its Affiliates shall
     pay to such Hired Employee, promptly after the date hereof, an amount equal
   to the excess, if any, of the value of the vacation time credited to such
    Hired Employee by Transferee or its Affiliates as of January 1, 2001, over
the vacation time that would have been accrued by such employee as of 
  January 1, 2001, as an employee of Transferor or its Affiliates, had the
transactions contemplated herein not occurred; and                    

(e) Adelphia or its Affiliates shall promptly pay to each Adelphia    
Designated Employee who is a Hired Employee the value of such Hired Employee's  
accrued sick days as of December 31, 2000, which could have been carried over   
under Adelphia's sick day policy to subsequent years had the transactions       
contemplated herein not occurred.                                               

   (f) Transferor will retain full responsibility and liability for offering
and providing "continuation coverage" of any "qualified beneficiary" who was,   
immediately prior to the date hereof, covered by a "group health plan" sponsored
or contributed to by Transferor or its Affiliates and who has experienced a     
"qualifying event" or is receiving "continuation coverage" through and including
the date hereof. Transferee and its Affiliates have not taken and will not take 
any actions that would alter its medical or dental plans from the provisions in 
effect immediately prior to the date hereof in a manner that would provide      
incentive for Hired Employees to elect continuation coverage under Transferor's 
or its Affiliates' medical or dental plans in lieu of coverage under its medical
or dental plans, unless such modifications will apply equally to the Hired      
Employees and other employees covered by Transferee's and its Affiliates'       
medical and dental                                                              

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plans. As used in this Section 3.01(i), "continuation coverage," "qualified     
beneficiary," "group health plan," and "qualifying event" all will have the     
meanings given such terms under Code Section 4980B.                             

 (g) As soon as practicable after the date hereof, each Transferor shall
cause each of its former Business Employees who was employed, prior to the date 
hereof, by Transferor or its Affiliates and who becomes a Hired Employee of     
Transferee or its Affiliates, to be permitted to elect to receive a distribution
of the full account balances of such former Business Employee under any Code    
Section 401(k) plan maintained by such Transferor, and the Transferee or its    
Affiliates shall in each case permit to the extent allowed by Code Section      
402(c) the Hired Employee to roll over any amounts so distributed in cash into a
Code Section 401(k) plan maintained by the Transferee or its Affiliates.        

  (h) If Transferee or its Affiliates discharge any Hired Employee without
"cause" (as defined in the applicable severance plan) within six months after   
the date hereof and such Hired Employee would have been entitled to severance   
pursuant to Transferor's or its Affiliates' severance plan if such Hired        
Employee had been discharged without "cause" by Transferor or its Affiliates    
prior to the date hereof, then Transferee or its Affiliates will pay severance  
benefits to such Hired Employee equal to the amount payable to such Hired       
Employee under Transferee's or its Affiliates' severance plan, if any, counting 
the period of employment with both Transferee, Transferor and their respective  
Affiliates for purposes of calculating such benefits.                           

(i) Each of the Comcast Entities and the Adelphia Entities agrees to  
cooperate with the other Parties and to exchange all information required to    
implement the provisions of this Section 3.01.                                  

 (j) Nothing in this Section 3.01 or elsewhere in this Agreement will be
deemed to make any employee of the Parties a third party beneficiary of this    
Agreement.                                                                      

   (k) For purposes hereof, the Comcast LLCs are Affiliates of Comcast prior
to the Closing and Affiliates of Adelphia following the Closing.                

SECTION 3.02. Use of Names and Logos. For a period of 90 days after   
Closing, each Transferee will be entitled to use the trademarks, trade names,   
service marks, service names, logos and similar proprietary rights of the       
related Transferor to the extent incorporated in or on the Assets it receives   
(collectively, the "Proprietary Rights"); provided that (i) each Transferee     
acknowledges that the Proprietary Rights belong to such Transferor, and that    
Transferee acquires no rights therein during or pursuant to such 90-day period; 
(ii) all such Assets will be used in a manner consistent with the use made by   
the Transferor of such Assets prior to Closing; and (iii) each Transferee will  
exercise reasonable efforts to remove all Proprietary Rights from the Assets it 
receives as soon as reasonably practicable following Closing. Notwithstanding   
the foregoing, a Transferee will                                                

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not be required to remove or discontinue using any such Proprietary Rights that 
are affixed to converters or other items located in customer homes or properties
such that prompt removal is impracticable for Transferee; provided that such    
Proprietary Rights will be removed or discontinued promptly upon the return of  
such converters or other items to Transferee's possession. The Comcast LLCs will
be treated as Transferees for purposes of the foregoing.                        

    SECTION 3.03. Transfer Laws. Each of the Comcast Entities and the Adelphia
Entities waives compliance by all other Parties with Legal Requirements relating
to bulk transfers applicable to the transactions contemplated hereby.           

SECTION 3.04. Further Assurances. After Closing, each of Comcast and  
Adelphia, at the request of the other, will promptly execute and deliver, or    
cause to be executed and delivered, to the other all such documents and         
instruments, in addition to those otherwise required by this Agreement, in form 
and substance reasonably satisfactory to the other as the other may reasonably  
request in order to carry out or evidence the terms of this Agreement and to    
vest in the Transferee (or in the case of the Comcast Entities as Transferor, in
the Comcast LLCs) good and marketable title to the Assets. Without limiting the 
generality of the foregoing, each of the Comcast Entities and the Adelphia      
Entities will take, or cause to be taken, all actions consistent with the terms 
of this Agreement, including execution and delivery of any documents or         
instruments, as the other may reasonably request to effect the qualification of 
the transactions contemplated hereby as a like-kind exchange under Section 1031 
of the Code and will adhere to Section 1060 of the Code relating to allocations.
Section 3.05 . Use Of Qualified Intermediaries.                                 

    (a) The Comcast Entities and the Adelphia Entities each desire to exchange
the Comcast Assets and the Adelphia Assets in a 1031 Exchange and to have the   
flexibility to effectuate such 1031 Exchange with one or more "qualified        
intermediaries," as defined in Section 1.1031(k)-1(g)(4) of the Treasury        
Regulations.                                                                    

     (b) To facilitate the completion of such 1031 Exchanges, concurrently with,
or, with respect to receipt of the Capacity Adjustment, subsequent to the       
execution of this Agreement, each of the Comcast Entities or the Adelphia       
Entities, as the case may be, may be assigning or may assign, as the case may   
be, to one or more qualified intermediaries: (i) its rights and obligations     
(including any and all rights under this Agreement) with respect to the transfer
of all or a portion of its Assets (to be treated as "relinquished property," as 
defined in Section 1.1031(k)-1(a) of the Treasury Regulations, in connection    
with one or more such 1031 Exchanges) and/or (ii) its respective rights to      
receive all or a portion of the Assets it is to receive (to be treated as       
"replacement property," as defined in Section 1.1031(k)-1(a) of the Treasury    
Regulations, in connection with one or more such 1031 Exchanges) and any        
applicable Capacity Adjustment or Gateway Payment.                              

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     (c) (i) No party is assuming any responsibility for the tax consequences to
any other party arising out of such 1031 Exchanges; (ii) if a party is assigning
any portion of this Agreement to a qualified intermediary, any consents or      
approvals required by this Agreement to be obtained by such party from another  
shall have been obtained from the other to the same extent as if the assigning  
party had never assigned this Agreement to the qualified intermediary, and any  
notices to be given to the assigning party shall have been given to the         
assigning party to the same extent as if the assigning party had never assigned 
this Agreement to the qualified intermediary; and (iii) assignment(s) by a party
to a qualified intermediary do not limit or modify any obligations or           
liabilities of any party set forth in this Agreement, and, notwithstanding any  
such assignment(s), the assigning party remains directly and primarily bound by 
all representations, warranties and covenants contained in this Agreement and   
all remedies related thereto to the same extent as if such party had never      
assigned this Agreement to a qualified intermediary.                            

 (d) Without limiting the generality of the foregoing, to implement such
1031 Exchanges, each of the Comcast Entities and the Adelphia Entities may be   
entering or may have entered into a written contract with a qualified           
intermediary pursuant to which: (i) the qualified intermediary is agreeing or   
agreed to acquire all or a portion of the Comcast or Adelphia Assets from such  
Comcast Entity or Adelphia Entity and transfer all or a portion of the Comcast  
or Adelphia Assets to the applicable Adelphia Entity or Comcast Entity, as the  
case may be, and to acquire and transfer to such party replacement property     
designated by such Comcast Entity or Adelphia Entity in accordance with Section 
1.1031(k)-1(g)(4)(iii)(B) of the Treasury Regulations under Section 1031 of the 
Code; (ii) this Agreement is being assigned to the qualified intermediary       
concurrently with the execution of this Agreement; and (iii) concurrently with  
the execution of this Agreement, the qualified intermediary is directing such   
Comcast Entity or Adelphia Entity to directly transfer the Comcast or Adelphia  
Assets, as the case may be, to the applicable Adelphia Entity or Comcast Entity,
as the case may be, and after consummation of the transactions contemplated by  
this Section, the qualified intermediary will reassign the Agreement to the     
original party.                                                                 

  (e) If any Comcast Entity or Adelphia Entity is assigning to a qualified
intermediary its rights and obligations under this Agreement to dispose of the  
relinquished property and/or to acquire the replacement property, such party's  
Parent has notified the other of its intent to do so and has furnished to the   
other a copy of the form of applicable assignment within five (5) days prior to 
the date hereof.                                                                

  (f) The Adelphia Entities and the Comcast Entities may be assigning to a
qualified intermediary one or more agreements ("Other Relinquished Property     
Agreements") to dispose of assets other than those which are the subject of this
Agreement to one or more parties other than the Comcast Entities or the Adelphia
Entities. Each of the Adelphia Entities and the Comcast Entities acknowledges   
that the proceeds received by such qualified intermediary may be                

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used to purchase a portion of the Comcast or Adelphia Assets, as the case may   
be. The Adelphia Entities' and Comcast Entities' intention in connection with   
any such assignment of Other Relinquished Property Agreements to a qualified    
intermediary is to cause all or a portion of proceeds from the sale of the      
assets subject to the Other Relinquished Property Agreements to be used by the  
qualified intermediary to purchase a portion of the Comcast or Adelphia Assets, 
as the case may be, pursuant to a like-kind exchange under Section 1031 of the  
Code.                                                                           

  (g) The Comcast Entities and the Adelphia Entities may be assigning to a
qualified intermediary one or more agreements ("Other Replacement Property      
Agreements") to acquire assets other than those which are subject to this       
Agreement from one or more parties other than Adelphia Entities or Comcast      
Entities. Each of the Comcast Entities and the Adelphia Entities acknowledges   
that any cash proceeds received by any such qualified intermediary from the     
disposition of the Comcast Assets or the Adelphia Assets, as the case may be,   
may be used to acquire the property which is the subject of one or more Other   
Replacement Property Agreements pursuant to a like-kind exchange under Section  
1031 of the Code.                                                               

 (h) Unless the context otherwise requires, "Comcast Party" and "Comcast
Entity" as used in this Section 3.05 shall not include the Comcast LLCs.        

   (i) Each of the Adelphia Parties hereby appoints Adelphia as its agent to
execute any agreements or instruments in connection with the assignment by one  
or more of the Comcast Entities of its rights and obligations hereunder to a    
qualified intermediary and any transactions or other matters in connection      
therewith.                                                                      

ARTICLE 4 
COMCAST'S REPRESENTATIONS AND WARRANTIES

Each of the Comcast Entities (but not the Comcast LLCs) represents and
warrants to the Adelphia Entities as at the Closing Date, as follows:           

SECTION 4.01 . Organization and Qualification of Comcast. Each of the 
Comcast Entities is a corporation, limited partnership or a limited liability   
company, duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization, and has all requisite corporate, limited      
partnership or limited liability company power and authority to own and lease   
the Comcast Assets owned or leased by it and to conduct its activities as such  
activities are currently conducted. Each of the Comcast Entities is duly        
qualified to do business as a foreign entity and is in good standing in all     
jurisdictions in which the ownership or leasing of the Comcast Assets or the    
nature of its activities in connection with the Comcast Systems makes such      
qualification necessary, with                                                   

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only such exceptions as would not, individually or in the aggregate, result in a
Material Adverse Effect.                                                        

  SECTION 4.02. Authority. Each of the applicable Comcast Entities has all
requisite corporate, limited partnership or limited liability company power and 
authority to execute, deliver and perform this Agreement and the Transaction    
Documents to which it is a party and to consummate the transactions contemplated
hereby and thereby. The execution, delivery and performance of this Agreement   
and the Transaction Documents and the consummation of the transactions          
contemplated hereby by each applicable Comcast Entity have been duly and validly
authorized by all necessary corporate, limited partnership or limited liability 
company action on the part of each such Comcast Entity. Each of this Agreement  
and the Transaction Documents has been duly and validly executed and delivered  
by each applicable Comcast Entity and is a valid and binding obligation of each 
such Comcast Entity which is a party, enforceable against each such Comcast     
Entity in accordance with its terms, except as the same may be limited by       
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws   
now or hereafter in effect relating to the enforcement of creditors' rights     
generally or by principles governing the availability of equitable remedies.    

SECTION 4.03. No Conflicts; Required Consents. Except as described on 
Schedule 4.03 or 4.26, and subject to compliance with the HSR Act, the          
execution, delivery and performance by each applicable Comcast Entity of this   
Agreement and the Transaction Documents to which it is a party do not and will  
not: (i) conflict with or violate any provision of the organizational documents 
of such Comcast Entity; (ii) violate any provision of any Legal Requirement;    
(iii) without regard to requirements of notice, lapse of time, or elections of  
other Persons, or any combination thereof, conflict with, violate, result in a  
breach of, constitute a default under or give rise to any third party's right(s)
of first refusal or right of cancellation or termination, or accelerate or      
permit the acceleration of the performance required by, or otherwise adversely  
affect the rights or obligations of any Comcast Entity under, any Comcast       
Systems Contract, Comcast Systems Franchise or Comcast Systems License; (iv)    
result in the creation or imposition of any Lien against or upon any of the     
Comcast Assets other than a Permitted Lien; or (v) require any consent, approval
or authorization of, or filing of any certificate, notice, application, report  
or other document with, any Governmental Authority or other Person, in the case 
of clauses (ii), (iii), (iv) and (v) with only such exceptions as would not     
individually or in the aggregate reasonably be expected to have a Material      
Adverse Effect or materially delay or prevent the consummation of the           
transactions contemplated hereby.                                               

  SECTION 4.04. Assets, Title, Condition, and Sufficiency. (a) The Comcast
LLCs have good, marketable and indefeasible title to all of the material Comcast
Assets (other than Comcast Assets that are leased), and all material Comcast    
Assets are free and clear of all Liens, except Permitted Liens. The Comcast LLCs
have valid leasehold interests in all leased Comcast Assets. Schedule           
2.01(b)(i)(A) lists all material Comcast Tangible Personal Property. Schedule   

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2.01(b)(ii)(A) lists all material Comcast Owned Property and Comcast Real       
Property Interests. Except as described on Schedule 2.01(b)(i)(A), the Comcast  
Tangible Personal Property and improvements on Comcast Owned Property and       
Comcast Leased Property have no material defect, are in good operating condition
and repair, and have been reasonably maintained consistent with standards       
generally followed in the industry (giving due account to the age and length of 
use of same, ordinary wear and tear excepted), are adequate and suitable for    
their present uses and, in the case of plants, buildings and other structures,  
are structurally sound.                                                         

(b) Except for items included in the Comcast Excluded Assets, (i) the 
Comcast Assets are all of the assets of the Comcast Entities or their Affiliates
owned, used or held for use primarily in connection with the Comcast Systems and
(ii) together with the Adelphia Transitional Services, the right, title and     
interest in the Comcast Assets held by the Comcast LLCs at Closing will be      
sufficient to permit the Comcast LLCs to operate the Comcast Systems            
substantially as they are being operated and in compliance with all material    
applicable Legal Requirements and contractual requirements, and to enable       
performance of all of the Adelphia Assumed Liabilities.                         

    (c) There are no developments affecting any of the material Comcast Assets
pending or, to Comcast's knowledge threatened, which might materially detract   
from the value, materially interfere with any present or intended use or        
materially adversely affect the marketability of such Comcast Assets.           

Section 4.05. Comcast Systems Franchises, Systems Licenses, Systems   
Contracts, Owned Property and Real Property Interests. (a) Except as described  
on Schedules 2.01(b)(ii)(A), (iii)(A), (iv)(A), (v)(A) or 2.01(c)(i) and except 
for the Comcast Excluded Assets, no Comcast Entity is bound or affected by any  
of the following that relate wholly or primarily to the Comcast Assets or the   
Comcast Systems: (i) leases of real or material personal property; (ii)         
franchises, and similar authorizations or permits for the construction or       
operation of cable television systems, or Contracts of substantially equivalent 
effect; (iii) other licenses, authorizations, consents or permits of the FCC or,
to the extent material, any other Governmental Authority; (iv)material crossing 
agreements, easements, rights of way or access agreements; (v)pole line or joint
line agreements or underground conduit agreements; (vi) bulk service, commercial
service or multiple-dwelling unit service or access agreements (other than      
customary subscription agreements to provide cable service with respect to      
commercial accounts and customary non-bulk-billed access agreements); (vii)     
system specific programming agreements or signal supply agreements; (viii) any  
agreement with the FCC or any other Governmental Authority relating to the      
operation or construction of the Comcast Systems that are not fully reflected in
the Comcast Systems Franchises, or any agreements with community groups or      
similar third parties restricting or limiting the types of programming that may 
be shown on any of the Comcast Systems; (ix) commercial leased access agreements
or capacity license agreements; (x) any partnership, joint venture or other     
similar agreement                                                               

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or arrangement; (xi) any agreement that limits the freedom of the Comcast       
Systems to compete in any line of business or with any Person or in any area or 
which would so limit the freedom of any of the Adelphia Entities after the      
Closing Date; (xii) any must-carry elections or retransmission consents relating
to the Comcast Systems or Assets; (xiii) any advertising interconnect agreement;
(xiv) any agreement with any employee of the Comcast Systems; (xv) any Contract 
granting any Person the right to use any portion of the Comcast Systems' cable  
plant included within the Comcast Assets; (xvi)any Contract that is not the     
subject matter of any other clause of this Section 4.05(a) that will remain     
effective for more than one year after Closing or (xvii) any Contract other than
those described in any other clause of this Section 4.05(a) which individually  
provides for payments by or to any Comcast Entity in any twelve-month period    
exceeding $100,000 individually or is otherwise material to the Comcast Systems.
Except for the facilities agreements with Teleport Communications Group, Inc.   
which are set forth on Schedule 2.01(b)(v)(A) and the Excluded Assets, no       
Comcast Entity is bound or affected by any of the following that relate wholly  
or primarily to the Comcast Assets or the Comcast Systems: (i) any contract with
ServiceCo LLC, PowerLink or Excite@Home or any of their respective Affiliates or
(ii) except for customary contracts with internet service Subscribers, any      
Contract providing for the use of Comcast Assets to provide, or for the         
provision by the Comcast Systems of, telephone or high speed data services.     

  (b) Comcast has provided to Adelphia true and complete copies of each of
the contracts and agreements set forth in Schedules 2.01(b)(ii)(A), (iii)(A),   
(iv)(A) and (v)(A) (together with any notices alleging continuing non-compliance
with the requirements of any such contract or agreement, and including in each  
case any amendments thereto, and in the case of oral contracts and agreements,  
true and complete written summaries thereof) and of each document evidencing or 
insuring any Comcast Entity's ownership of the Comcast Owned Property. Except as
described in Schedule 4.05(b): (i) the Comcast Entities are in compliance in all
material respects with each of the Material Comcast Contracts; (ii) each of the 
Comcast Entities has fulfilled when due, or has taken all action necessary to   
enable it to fulfill when due, all of its respective material obligations under 
each of the Material Comcast Contracts to which it is a party; (iii) there has  
not occurred any material default (without regard to lapse of time or to the    
giving of notice, or both) by a Comcast Entity and, to the knowledge of Comcast,
there has not occurred any material default (without regard to lapse of time or 
the giving of notice, or both) by any Person, under any of the Material Comcast 
Contracts; and (iv) the Material Comcast Contracts are valid and binding        
agreements and are in full force and effect.                                    

     (c) Schedule 4.05(c) lists the date on which each Comcast Systems Franchise
will expire. There are no applications relating to any Comcast Systems Franchise
or Comcast Systems Licenses pending before any Governmental Authority that are  
material to any of such Comcast Systems. No Comcast Entity has received, nor    
does any Comcast Entity have notice that it will receive, from                  

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any Governmental Authority a preliminary assessment that a Comcast Systems      
Franchise should not be renewed as provided in Section 626(c)(1) of the         
Communications Act. No Comcast Entity or any Governmental Authority has         
commenced or requested the commencement of an administrative proceeding         
concerning the renewal of a Comcast Systems Franchise as provided in Section    
626(c)(1) of the Communications Act. The Comcast Entities have timely filed     
notices of renewal in accordance with the Communications Act with all           
Governmental Authorities with respect to each Comcast Systems Franchise expiring
within 36 months of the date of this Agreement. Such notices of renewal have    
been filed pursuant to the formal renewal procedures established by Section     
626(a) of the Communications Act. To Comcast's knowledge, there exist no facts  
or circumstances that make it likely that any Comcast Systems Franchise will not
be renewed or extended on commercially reasonable terms. As of the date hereof, 
no Governmental Authority has commenced, or given notice that it intends to     
commence, a proceeding to revoke or suspend a Comcast Systems Franchise.        

    SECTION 4.06 . Employee Benefits. "Comcast Plans" shall mean each employee
benefit plan or arrangement, including each pension or welfare benefit plan,    
employment agreement, incentive compensation arrangement or multi-employer plan 
(as defined in Section 3(37) of ERISA), in which any Comcast System Employees   
(as defined in Section 4.15) participate. The Comcast Plans are set forth in    
Schedule 4.06. None of the Comcast Entities, any of their ERISA Affiliates, any 
Comcast Plan other than a multi-employer plan (as defined in Section 3(37) of   
ERISA), or to the knowledge of Comcast, any Comcast Plan that is a              
multi-employer plan (as defined in Section 3(37) of ERISA) is in material       
violation of any provision of ERISA with respect to a Comcast Plan. No material 
"reportable event" (as defined in Section 4043(c)(1), (2), (3), (5), (6), (7),  
(10) and (13) of ERISA), "accumulated funding deficiency" (as defined in Section
302 of ERISA) or "withdrawal liability" (as determined under Section 4201 et.   
seq. of ERISA) has occurred or exists and is continuing with respect to any     
Comcast Plan other than a multi-employer plan (as defined in Section 3(37) of   
ERISA), or to the knowledge of Comcast, any Comcast Plan that is a              
multi-employer plan (as defined in Section 3(37) of ERISA). After the date      
hereof, none of the Adelphia Entities or any of their respective ERISA          
Affiliates will be required, under ERISA, the Code or any collective bargaining 
agreement, to establish, maintain or continue or contribute to any Comcast Plan 
currently or in the past maintained or contributed to by any Comcast Entity or  
any of their current or former ERISA Affiliates. Since December 31, 1999 there  
has been no change in the Comcast Plans or level of compensation provided       
Comcast System Employees that would materially increase the cost of operating   
the Comcast Systems.                                                            

    SECTION 4.07 . Litigation. Except as set forth in Schedule 4.07: (i) there
is no Litigation pending or, to Comcast's knowledge, threatened, by or before   
any Governmental Authority or private arbitration tribunal, against any Comcast 
Entity and (ii) there is no Judgment requiring any Comcast Entity to take any   
action of any kind with respect to the Comcast Assets or the operation of the   

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Comcast Systems, or to which any Comcast Entity (with respect to the Comcast    
Systems), the Comcast Systems or the Comcast Assets are subject or by which they
are bound or affected, in either case, which could, individually or in the      
aggregate, reasonably be expected to have a Material Adverse Effect or          
materially delay or prevent the consummation of the transactions contemplated   
hereby.                                                                         

  SECTION 4.08. Cable Operations. Except as described on Schedule 4.08 and
other than SMATV system operators and direct broadcast satellite service        
providers, no Person, other than the Transferors, is providing wireline cable   
television services or multipoint multichannel distribution service or other    
multichannel video programming services or, to the knowledge of Comcast,        
intending to provide any such services in the Comcast Service Areas. Except as  
described in Schedule 4.08, no Person, other than the Transferors, has been     
granted or, to the knowledge of Comcast, has a current application pending for a
franchise or other operating authority for a wireline cable television franchise
or open video system in any of the communities or unincorporated areas presently
served by the Comcast Systems.                                                  

SECTION 4.09. Tax Returns; Other Reports. With respect to the Comcast 
Systems, the Comcast Entities have timely filed in proper form all federal,     
state, local and foreign tax returns and other reports required to be filed, and
have timely paid all Taxes which have become due and payable, whether or not so 
shown on any such return or report, the failure to file or pay which could have 
affected or resulted in the imposition of a Lien upon the Comcast Assets, except
such amounts as are being contested diligently and in good faith and for which  
appropriate reserves have been established. No Comcast Entity has received      
notice of, and Comcast has no knowledge of, any deficiency or assessment or     
proposed deficiency or assessment from any Governmental Authority which could   
have affected or resulted in the imposition of a Lien upon the Comcast Assets.  
Except as described on Schedule 4.09, there are no pending or ongoing property, 
sales and use, or franchise fee or tax audits relating to the Comcast Systems,  
and no Comcast Entity has received any property, sales and use, or franchise fee
or tax audit notice with respect thereto.                                       

    SECTION 4.10. Comcast Systems Information. Schedule 4.10 sets forth a true
and complete description in all material respects of the following information: 

(a) as of September 30, 2000, for each Comcast System the approximate 
number of miles of plant, aerial and underground and the technical capacity of  
such plant expressed in MHZ, included in such Comcast System;                   

  (b) as of the date set forth on such Schedule (which shall be no earlier
than September 30, 2000), the number of cable television Subscribers served by  
each of the Comcast Systems, determined in accordance with past practice for    
each such System; provided that bulk-billed and other accounts not billed by    

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individual unit shall be equivalatized in accordance with past practice for each
such System;                                                                    

  (c) as of the date set forth on such Schedule (which shall be no earlier
than September 30, 2000) a description of basic and optional or tier services   
available from each of the Comcast Systems on a headend-by-headend basis and the
rates charged by the applicable Comcast Entity for each;                        

     (d) the stations and signals carried by each of the Comcast Systems and the
channel position of each such signal and station;                               

(e) the municipalities served by each of the Comcast Systems;         

(f) the channel capacity of each of the Comcast Systems; and          

 (g) the rate increases instituted by each of the Comcast Systems in the
previous 12 months ending on the date of this Agreement.                        

    SECTION 4.11 . Compliance with Legal Requirements. (a) Except as set forth
in Schedule 4.11 and except with respect to those matters covered by Sections   
4.11(b), (c), (d) and (e), which matters are covered exclusively by such        
sections, the operation of the Comcast Systems has not violated or infringed,   
and does not violate or infringe, in any material respect any Legal Requirement.
No Comcast Entity has received notice or has knowledge of any violation by a    
Comcast Entity or the Comcast Systems of any material Legal Requirement         
applicable to the operation of the Comcast Systems.                             

  (b) Except as set forth in Schedule 4.11, and subject to the limitations
set forth in Sections 4.11(d) and (e), with respect to the Comcast Systems, each
Comcast Entity has been and is in compliance in all material respects with the  
Communications Act and the Cable Act, including requirements of those Acts      
specifically referred to herein; there have been submitted to the FCC all       
material required filings, including cable television registration statements,  
annual reports and aeronautical frequency usage notices, to utilize all         
frequencies currently used in the frequency bands 108-137 and 225-400 MHZ in the
manner currently used that are required under the rules and regulations of the  
FCC; the operation of the Comcast Systems has been and is in material compliance
with the rules and regulations of the FCC, and no Comcast Entity has received   
notice from the FCC of any violation of its rules and regulations with respect  
to the Comcast Systems; each Comcast Entity is and since 1992 has been with     
respect to the Comcast Systems certified as in compliance with the FCC's equal  
employment opportunity ("EEO") rules and has received no written notices with   
respect to non-compliance with EEO rules; the Comcast Systems are in compliance 
with all signal leakage criteria prescribed by the FCC; each Comcast Entity has 
filed all FCC Forms 320 for the Comcast Systems for the last two reporting      
periods, and all such Forms 320 show "passing" or "satisfactory" signal leakage 
scores; for each semi-annual reporting period since 1997-1; each Comcast Entity 
has filed                                                                       

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with the United States Copyright Office all required Statements of Account in   
proper form, and has paid when due all required copyright royalty fee payments, 
relating to the Comcast Systems' carriage of television and radio broadcast     
signals; and each Comcast Entity is otherwise in compliance with the            
requirements of the compulsory copyright license described in Section 111 of the
Copyright Act and with all applicable rules and regulations of the Copyright    
Office. Comcast has provided to Adelphia true and complete copies of all reports
and filings for the past year, made or filed pursuant to FCC and Copyright      
Office rules and regulations by the Comcast Entities with respect to the Comcast
Systems and will provide to Adelphia, upon Adelphia's request, all other past   
reports and filings made or filed pursuant to FCC and Copyright Office rules and
regulations by the Comcast Entities with respect to the Comcast Systems within  
the past five (5) years. The Comcast Entities hold all licenses, registrations  
or permits from the FCC for business radio, satellite earth receiving facilities
and CARS or private operational fixed service microwave facilities, that are    
necessary or appropriate to carry on the business of the Comcast Systems as     
conducted on the date hereof. Each of the Comcast Systems Licenses is in full   
force and effect and has not been revoked, canceled, encumbered or adversely    
affected in any manner. Each Comcast System has provided all required Subscriber
privacy notices to new Subscribers at the time of installation and to all       
Subscribers on an annual basis, and the Comcast Systems have taken commercially 
reasonable steps to prevent unauthorized access to personally identifiable      
information. Each Comcast System has provided all customer notices required by  
the Cable Act, including customer service, notices of availability of basic     
service, and equipment compatibility. All notifications to the FAA have been    
made with respect to the antenna structures which are being used in connection  
with the operation of the Comcast Systems, and all such antenna structures that 
require registration with the FCC have been so registered by Comcast. No Comcast
Entity has received any request for commercial leased access with respect to the
Comcast Systems within the past 120 days, except for those requests set forth in
Schedule 4.11(b). There are no complaints or other proceedings instituted before
the FCC concerning commercial leased access, program access, or any other aspect
of the Comcast Systems' operations.                                             

(c) Except as provided in Schedule 4.11, with respect to the Comcast  
Systems, the Comcast Entities are and have been in compliance in all material   
respects with the must carry and retransmission consent provisions of the Cable 
Act, including, (i) duly and timely notifying "local commercial television      
stations" of inadequate signal strength or increased copyright liability, if    
applicable, (ii) to the extent required, duly and timely notifying              
non-commercial educational stations of the location of the cable system's       
principal head-end, (iii) duly and timely notifying Subscribers of the channel  
alignment on the Comcast Systems, (iv) duly and timely notifying "local         
commercial and noncommercial television stations" of the broadcast signals      
carried on the Comcast Systems and their channel positions, if applicable, (v)  
maintaining the requisite public file identifying broadcast signal carriage,    
(vi) carrying the broadcast signals after                                       

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January 1, 2000, on the Comcast Systems for all "local commercial television    
stations" which elected must carry status and, if required, up to two "qualified
low power stations," (vii) complying with applicable channel placement          
obligations, and (viii) obtaining retransmission consent for all commercial     
broadcast signals carried on the Comcast Systems after January 1, 1997, except  
for the signals carried pursuant to a must carry election. No oral or written   
notices have been received from the FCC, the United States Copyright Office, any
local or other television station or system or from any other person or entity, 
station or Governmental Authority claiming to have a right of objection         
challenging or questioning the right of the Comcast Systems to carry or furnish,
or not to carry or furnish, any of the signals or any other station or service  
to any Subscriber. Except as provided in Schedule 4.11, no Comcast Entity has   
received with respect to any of the Comcast Systems any notification of any     
petition or submission that is currently pending before the FCC to modify any   
television market or for a waiver of any rules or regulations of the FCC as they
apply to such Comcast System. Each Comcast Entity has complied with all written 
requests it has received for network nonduplication, syndicated exclusivity, and
sports blackout protection which are applicable to the Comcast Systems.         

(d) Each Comcast Entity has used commercially reasonable efforts to   
establish rates charged and a la carte packages provided to Subscribers of the  
Comcast Systems, effective as of September 2, 1993, that would be allowable     
under the Cable Act. Notwithstanding the foregoing, the Comcast Entities make no
representation or warranty that the rates charged to Subscribers would be       
allowable under any rules or regulations of the FCC or any authoritative        
interpretation thereof promulgated after the date of Closing. Comcast has       
provided to Adelphia true and complete copies of all rate Forms (and any        
associated Forms 1200, any successive Forms 1210, and Forms 1205 filed within   
the one year period immediately preceding the date of this Agreement) that have 
been prepared with respect to the Comcast Systems, copies of all correspondence 
with any Governmental Authority relating to rate regulation generally or        
specific rates charged to Subscribers of the Comcast Systems, and any other     
documentation supporting an exemption from the rate regulation provisions of the
Cable Act claimed by the Comcast Entities with respect to the Comcast Systems.  
Schedule 4.11(d) sets forth a list of (i) all pending complaints with respect to
any rates which have been filed with the FCC for the Comcast Systems and (ii)   
those franchising authorities that have been certified upon filing FCC Form 328 
or have filed FCC Form 328 with the FCC for certification to regulate any of the
Comcast Systems' rates. Except as set forth in Schedule 4.11(d), each Comcast   
System is operating pursuant to a valid franchise or similar authorization or   
permit issued by the appropriate Governmental Authority in every market in which
such System is supplying cable television service.                              

    (e) Each Comcast Entity has used commercially reasonable efforts to comply
in all material respects with any customer service standards applicable to it   
with respect to the Comcast Systems. The Comcast Entities have received no      

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written notice with respect to the Comcast Systems from any Governmental        
Authority with respect to an intention to enforce customer service standards    
pursuant to the Cable Act and no Comcast Entity has agreed with any Governmental
Authority to establish customer service standards in respect of the Comcast     
Systems that exceed the FCC standards promulgated pursuant to the Cable Act.    

    SECTION 4.12. Real Property. Schedule 2.01(b)(ii)(A) sets forth all leases
included in the Comcast Real Property Interests ("Comcast Leases") and all      
ownership interests in real property included in the Comcast Owned Property. The
Comcast Owned Property and Comcast Real Property Interests include all leases,  
fee interests, material easements, material access agreements and other material
real property interests necessary to operate the Comcast Systems as currently   
conducted. The current use and occupancy of all Comcast Owned Property and the  
Comcast Leased Property do not constitute nonconforming uses under any          
applicable Legal Requirement in the nature of a zoning law or ordinance. Each   
parcel of Comcast Owned Property and, to Comcast's knowledge, each parcel of    
Comcast Leased Property has access to and over public streets, or private       
streets or property for which the applicable Comcast Entity has a valid right of
ingress and egress, (ii) conforms in its current use, occupancy and operation to
all material zoning requirements without reliance upon a variance issued by a   
Governmental Authority or a classification of the parcel in question as a       
nonconforming use and (iii) conforms in its use, occupancy and operation to all 
restrictive covenants, if any, or other encumbrances affecting all or part of   
such parcel. Each Person upon, under or across whose property any of the Comcast
Assets are located, maintained, installed or operated (other than drop lines to 
customer dwellings) has granted to the applicable Comcast Entity such easements,
licenses or rights of way as are necessary for the location, maintenance,       
installation and operation of such Comcast Assets upon, under or across such    
property, except where the failure to have any such easements, licenses or      
rights of way would not, individually or in the aggregate, have a Material      
Adverse Effect.                                                                 

SECTION 4.13. Financial Statements. Comcast has provided to Adelphia  
financial statements for the Comcast Systems consisting of balance sheets and   
statements of operations as of and for the 12 months ended December 31, 1999 and
as of and for the nine months ended September 30, 2000 (the "Comcast Systems    
Financial Statements"). The Comcast Systems Financial Statements are management 
reports that fairly present in accordance with GAAP, except for the absence of  
footnotes, in all material respects, such Comcast Systems' financial position,  
and results of operations as of the dates and for the periods indicated, subject
to normal adjustments, allocations and accruals (none of which will be material 
to the financial position or operating results of the Systems) and exclusive of 
the final allocation of Comcast's purchase price to acquire Systems. Such       
purchase price allocations would primarily affect franchise costs, property and 
equipment, depreciation and amortization.                                       

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SECTION 4.14. Interim Operation of Systems. Except as set forth on    
Schedule 4.14, since May 25, 1999                                               

   (a) there has been no Material Adverse Effect with respect to the Comcast
Assets, the Comcast Entities or the Comcast Systems;                            

     (b) neither the Comcast Assets nor the financial condition or operations of
the Comcast Systems have been materially and adversely affected as a result of  
any fire, explosion, accident, casualty, labor trouble, flood, drought, riot,   
storm, condemnation, or act of God or public force or otherwise;                

  (c) the Comcast Entities have, with respect to the Comcast Systems, made
capital expenditures in the ordinary course consistent with past practices;     

(d) each of the Comcast Entities has with respect to its Systems and  
Assets:                                                                         

        (i) operated or caused to be operated its Systems only in the usual,
regular and ordinary course and in accordance with applicable Legal   
Requirements (including commencing and continuing planned upgrades and
     rebuild of Systems, completing line extensions, placing conduit or cable in
   new developments, fulfilling installation requests and continuing work on
 existing construction projects) and, to the extent consistent with such
  operation, (i) used its reasonable best efforts to preserve the business
organization of its Systems intact, including preserving existing     
relationships with Governmental Authorities, suppliers, customers and 
  others having business dealings with its Systems, (ii) used commercially
reasonable efforts to keep available the services of its employees    
providing services in connection with its Systems, and (iii) continued
    normal marketing, advertising and promotional expenditures with respect to
its Systems;                                                          

     (ii) maintained or caused to be maintained its books, records and
     accounts with respect to its Assets and the operation of its Systems in the
usual, regular and ordinary manner on a basis consistent with past    
practices; and                                                        

  (iii) maintained inventory sufficient for the operation of its
 Systems, in the ordinary course of business for a period of at least 30
days; and                                                             

(e) none of the Comcast Entities has, with respect to its Systems or  
Assets:                                                                         

       (i) engaged in any marketing, Subscriber installation or collection
     practices other than in the ordinary course of business except as set forth
in Schedule 4.14(e)(i);                                               

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      (ii) except (x) for "staying" or "sticking" bonuses to induce such
  employees to remain with such Comcast Entity which have been paid for by
 such Comcast Entity on or prior to Closing or (y) as may be done in the
    ordinary course of business and consistent with past practices, granted or
     agreed to grant to any employee of the Systems any increase in (i) wages or
bonuses or (ii) any severance, profit sharing, retirement, deferred   
compensation, insurance or other compensation or benefits; or         

         (iii) sold, assigned, transferred or otherwise disposed of any of the
 Assets except in the ordinary course of business and except for (i) the
disposition of obsolete or worn-out equipment, (ii) dispositions with 
 respect to which such Assets are replaced with Assets of at least equal
    value and (iii) assignments and transfers carried out in order to transfer
to the Comcast LLCs the Comcast Assets.                               

    SECTION 4.15. Employees. (a) There are no collective bargaining agreements
applicable to any persons employed by any Comcast Entity or any of their        
respective Affiliates that primarily render services in connection with the     
Comcast Systems ("Comcast System Employees"), and no Comcast Entity or any of   
their respective Affiliates has any duty to bargain with any labor organization 
with respect to any such persons. There are not pending any unfair labor        
practice charges against any Comcast Entity or any of their respective          
Affiliates, or any demand for recognition, or any other request or demand from a
labor organization for representative status, with respect to any Comcast System
Employees.                                                                      

    (b) Each Comcast Entity has, with respect to the Comcast System Employees,
complied in all material respects with all applicable Legal Requirements        
relating to the employment of labor, including, the Worker Adjustment and       
Retraining Notification Act, 29 U.S.C. ss. 2101, et seq. ("WARN"), ERISA,       
continuation coverage requirements with respect to group health plans and those 
relating to wages, hours, collective bargaining, unemployment insurance,        
worker's compensation, equal employment opportunity, age, sex, race and         
disability discrimination, immigration control and the payment and withholding  
of Taxes. No Comcast Entity is a party to any material labor or employment      
dispute involving any of its employees who render services in connection with   
the Comcast Systems.                                                            

(c) Except as described on Schedule 4.15(c), no Comcast Entity has    
employment agreements, either written or oral, with any Comcast System Employee,
and none of the employment agreements listed on Schedule 4.15(c) require        
Adelphia to employ any person after the date hereof.                            

(d) No Comcast Entity has a sick day policy (or its equivalent) that  
permits employees to carry over accrued sick days (or their equivalent) past the
end of a calendar year.                                                         

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SECTION 4.16. Environmental. (a) No Comcast Entity has received any   
notice, notification, demand, request for information, citation, summons or     
order relating to any "Superfund" evaluation or investigation, and no Comcast   
Entity is the subject of any pending or, to Comcast's knowledge, threatened     
investigation, action, claim, suit, review, complaint, penalty or proceeding of 
any Governmental Authority or other Person with respect to (i) the Comcast      
Systems or the Comcast Assets, including the Comcast Owned Property or the      
Comcast Leased Property and any property previously owned, operated or leased by
any Comcast Entity in connection with the Comcast Systems and (ii) relating to  
or arising out of any Environmental Law.                                        

   (b) Except as disclosed on Schedule 4.16, no Hazardous Substance has been
discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked,  
emitted, or released at, on or under any Comcast Owned Property or Comcast      
Leased Property or other Comcast Asset.                                         

(c) Except as disclosed on Schedule 4.16, each Comcast Entity is in   
material compliance with all Environmental Laws, insofar as they relate to the  
Comcast Assets, the Comcast Owned Property or the Comcast Leased Property.      
Except as disclosed on Schedule 4.16, each Comcast Entity has been and is in    
compliance with all permits, licenses, franchises, certificates, approvals and  
other similar authorizations of Governmental Authorities relating to or required
by Environmental Laws and affecting, or relating in any way to, the Comcast     
Systems or the Comcast Assets ("Comcast Environmental Permits"). Such Comcast   
Environmental Permits are valid and in full force and effect and are            
transferable and will not be terminated or impaired or become terminable as a   
result of the transactions contemplated hereby. No Comcast Entity has received  
any notice of, has any knowledge of circumstances relating to, and there are no 
past events, facts, conditions, circumstances, activities, practices or         
incidents (including but not limited to the presence, use, generation,          
manufacture, disposal, release or threatened release of any Hazardous Substances
from or on the Comcast Assets, the Comcast Owned Property or the Comcast Leased 
Property), which could interfere with or prevent compliance with or which have  
resulted in or are reasonably likely to give rise to any liability of any kind  
whatsoever, whether accrued, contingent, absolute, determined, determinable or  
otherwise, arising under or relating to any Environmental Law and in connection 
with the Comcast Systems or the Comcast Assets, including, without limitation,  
the Comcast Owned Property and the Comcast Leased Property. Except as disclosed 
on Schedule 4.16, no Comcast Owned Property or Comcast Leased Property nor any  
property to which Hazardous Substances located on or resulting from the use of  
any Comcast Asset, Comcast Owned Property or Comcast Leased Property or any     
property previously owned, leased or operated by any Comcast Entity in          
connection with the Comcast Systems have been transported is listed or, to      
Comcast's knowledge, proposed for listing on the National Priorities List       
promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on         

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any similar federal, state, local or foreign list of sites requiring            
investigation or cleanup.                                                       

 (d) Except as disclosed on Schedule 4.16, no polychlorinated biphenyls,
electromagnetic fields, radioactive material, lead, asbestos-containing         
material, incinerator, sump, surface impoundment, lagoon, landfill, septic,     
wastewater treatment or other disposal system or underground storage tank       
(active or inactive) is or has been present at, on or under any Comcast Owned   
Property or Comcast Leased Property or in any Comcast Asset.                    

(e) Comcast has provided or made available to Adelphia copies of all  
environmental assessments, studies, audits, tests, reviews or other analyses of 
or relating to the Comcast Assets and/or Systems prior to the date hereof.      

(f) Except as disclosed on Schedule 4.16, none of the Comcast Owned   
Property or Comcast Leased Property is located in New Jersey or Connecticut.    

    SECTION 4.17. Accounts Receivable. All of the accounts receivable that are
the subject of the adjustments provided in Section 2.05 have arisen from bona   
fide transactions in the ordinary course of the business of the Comcast Systems,
consistent with past practices.                                                 

     SECTION 4.18. Transactions with Affiliates. Except as set forth on Schedule
4.18, with respect to the Comcast Systems, no Comcast Party is a party to any   
Contract or any other arrangement of any kind whatsoever with any Affiliate.    

   SECTION 4.19. System Intellectual Property Rights. There is no trademark,
trade name, service mark, service name, logo or similar proprietary right owned,
licensed, used or held for use by Comcast or any of its Affiliates primarily in 
the operation of the Comcast Systems.                                           

SECTION 4.20. Bonds. Schedule 4.20 contains a list of all franchise,  
construction, fidelity, performance or other bonds and copies of all letters of 
credit posted by any Comcast Entity or any of their respective Affiliates in    
connection with its Systems or its Assets.                                      

SECTION 4.21. Taxpayer Identification Number. The U.S. Taxpayer       
Identification Number of each Comcast Entity is as set forth in Schedule 4.21.  

  SECTION 4.22. Undisclosed Material Liabilities. There are no liabilities
of the Comcast Systems of any kind whatsoever, whether accrued, contingent,     
absolute, determined, determinable or otherwise, and there is no existing       
condition, situation or set of circumstances which would reasonably be expected 
to result in such a liability, other than:                                      

(a) the Comcast Excluded Liabilities;                                 

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(b) the liabilities disclosed on Schedule 4.22;                       

   (c) the liabilities disclosed in the Comcast Systems Financial Statements
or the notes thereto;                                                           

(d) the liabilities arising in the ordinary course of business since  
September 30, 2000; and                                                         

(e) other liabilities which, individually or in the aggregate, are not
material to the Comcast Systems.                                                

SECTION 4.23. Insurance. All material Comcast Assets are covered by   
currently effective insurance policies in such types and amounts as are         
consistent with customary practices and standards in the cable television       
industry. Comcast does not know of any threatened termination of, premium       
increase with respect to, or material alteration of coverage under, any of such 
policies. Except as set forth on Schedule 4.23, after the Closing the Comcast   
Entities shall continue to have coverage under such policies and bonds with     
respect to events occurring prior to the Closing.                               

   SECTION 4.24. Intellectual Property. Except as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect, the 
Comcast Systems have been operated in such a manner so as not to violate or     
infringe upon the rights, or give rise to any rightful claim of any Person for  
copyright, trademark, service mark, patent, license or other intellectual       
property right infringement.                                                    

 SECTION 4.25. Brokers. There is no investment banker, broker, finder or
other intermediary which has been retained by or is authorized to act on behalf 
of any Comcast Entity who might be entitled to any fee or commission in         
connection with the transactions contemplated by this Agreement.                

   SECTION 4.26. Systems Options. Except as disclosed on Schedule 4.26, none
of the Comcast Systems or any material Comcast Assets are subject to any        
purchase option, right of first refusal or similar arrangement which would be   
triggered by the transactions contemplated by this Agreement ("Comcast Systems  
Option"). All Comcast System Options have been waived in connection with the    
transactions contemplated by this Agreement.                                    

  SECTION 4.27. Comcast Pole Audits. Schedule 4.27 lists and describes the
results of any audits or investigations conducted by any of the parties to the  
pole attachment agreements for the Comcast Systems during the previous three (3)
years. All fees due and payable under the pole attachment agreements for the    
Comcast Systems have been paid.                                                 

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SECTION 4.28. Inventory. The Comcast Assets include such amounts of   
inventory as are sufficient to operate the Comcast Systems in a manner          
consistent with past practice for a period not less than 30 days.               

    SECTION 4.29. Internet Services. All assets that are part of a headend and
that are used to provide internet services to Subscribers within the Comcast    
Systems are included in the Comcast Assets.                                     

  SECTION 4.30. Telephony Assets. Except as set forth on Schedule 4.30, no
residential telephony services are being provided by Comcast or its Affiliates  
in connection with or utilizing the Comcast Systems.                            

    SECTION 4.31. Capital Leases. There are no capital leases of real property
included in the Comcast Assets.                                                 

SECTION 4.32. Capitalization of the Comcast LLCs. The Comcast LLC     
Interests constitute 100% of the equity interests in the Comcast LLCs. The      
Comcast LLC Interests have been duly authorized, validly issued and fully paid. 
Except as set forth in this Section, there are outstanding (a) no securities of 
the Comcast LLCs convertible into or exchangeable for equity interests of the   
Comcast LLCs, and (b) no options or other rights to acquire and no obligation of
the Comcast LLCs to issue any equity interests.                                 

   SECTION 4.33. Ownership of the Comcast LLC Interests. The Comcast Parties
are the holders of record and the beneficial owners of 100% of the Comcast LLC  
Interests, free and clear of any Lien and any other limitation or restriction   
(including any restriction on the right to sell, vote or otherwise dispose of   
the Comcast LLC Interests) and at the Closing the Comcast Parties will transfer 
and deliver to the Adelphia Parties valid title to the Comcast LLC Interests    
free and clear of any Lien and any such limitation or restriction.              

SECTION 4.34. Comcast LLC Assets and Liabilities. The Comcast New LLCs
have no assets, and no liabilities of any kind whatsoever, whether accrued,     
contingent, absolute, determined, determinable, or otherwise, and there is no   
existing condition, situation or set of circumstances which could reasonably be 
expected to result in such a liability, in each case, other than the Comcast    
Assets and the Adelphia Assumed Liabilities. Except for such assets and         
liabilities as would not, individually or in the aggregate, reasonably be       
expected to have a material adverse effect on the applicable Comcast Converted  
LLC, no Comcast Converted LLC has any assets, or any liabilities of any kind    
whatsoever, whether accrued, contingent, absolute, determined, determinable, or 
otherwise, and there is no existing condition, situation or set of circumstances
which could reasonably be expected to result in such a liability, in each case, 
other than the Comcast Assets and the Adelphia Assumed Liabilities.             

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ARTICLE 5 
 ADELPHIA'S REPRESENTATIONS AND WARRANTIES

     Each of the Adelphia Entities represent and warrant to the Comcast Entities
as at the Closing Date, as follows:                                             

SECTION 5.01. Organization and Qualification of Adelphia. Each of the 
Adelphia Entities is a corporation, limited partnership or limited liability    
company duly organized, validly existing and in good standing under the laws of 
its jurisdiction of organization, and has all requisite corporate, limited      
partnership or limited liability company power and authority to own and lease   
the Adelphia Assets owned or leased by it and to conduct its activities as such 
activities are currently conducted. Each of the Adelphia Entities is duly       
qualified to do business as a foreign entity and is in good standing in all     
jurisdictions in which the ownership or leasing of the Adelphia Assets or the   
nature of its activities in connection with the Adelphia Systems makes such     
qualification necessary, with only such exceptions as would not, individually or
in the aggregate, result in a Material Adverse Effect.                          

   SECTION 5.02. Authority. Each of the applicable Adelphia Entities has all
requisite corporate, limited partnership or limited liability company power and 
authority to execute, deliver and perform this Agreement and the Transaction    
Documents to which it is a party and to consummate the transactions contemplated
hereby and thereby. The execution, delivery and performance of this Agreement   
and the Transaction Documents and the consummation of the transactions          
contemplated hereby by each applicable Adelphia Entity have been duly and       
validly authorized by all necessary corporate, limited partnership or limited   
liability company action on the part of each such Adelphia Entity. Each of this 
Agreement and the Transaction Documents has been duly and validly executed and  
delivered by each applicable Adelphia Entity and is a valid and binding         
obligation of each such Adelphia Entity which is a party, enforceable against   
each such Adelphia Entity in accordance with its terms, except as the same may  
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or  
similar laws now or hereafter in effect relating to the enforcement of          
creditors' rights generally or by principles governing the availability of      
equitable remedies.                                                             

SECTION 5.03. No Conflicts; Required Consents. Except as described on 
Schedules 5.03 or 5.26, and subject to compliance with the HSR Act, the         
execution, delivery and performance by each applicable Adelphia Entity of this  
Agreement and the Transaction Documents to which it is a party do not and will  
not: (i) conflict with or violate any provision of the organizational documents 
of such Adelphia Entity; (ii) violate any provision of any Legal Requirement;   
(iii) without regard to requirements of notice, lapse of time, or elections of  
other Persons, or any combination thereof, conflict with, violate, result in a  
breach of, constitute a default under or give rise to any third party's right(s)
of first refusal or right of cancellation or termination, or accelerate or      
permit the acceleration of the                                                  

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performance required by, or otherwise adversely affect the rights or obligations
of any Adelphia Entity under, any Adelphia Systems Contract, Adelphia Systems   
Franchise or Adelphia Systems License; (iv) result in the creation or imposition
of any Lien against or upon any of the Adelphia Assets other than a Permitted   
Lien; or (v) require any consent, approval or authorization of, or filing of any
certificate, notice, application, report or other document with, any            
Governmental Authority or other Person, in the case of clauses (ii), (iii), (iv)
and (v) with only such exceptions as would not individually or in the aggregate 
reasonably be expected to have a Material Adverse Effect or materially delay or 
prevent the consummation of the transactions contemplated hereby.               

   SECTION 5.04. Assets, Title, Condition, and Sufficiency. (a) The Adelphia
Entities have good, marketable and indefeasible title to all of the material    
Adelphia Assets (other than Adelphia Assets that are leased), and all material  
Adelphia Assets are free and clear of all Liens, except Permitted Liens. The    
Adelphia Entities have valid leasehold interests in all leased Adelphia Assets. 
Schedule 2.01(b)(i)(B) lists all material Adelphia Tangible Personal Property.  
Schedule 2.01(b)(ii)(B) lists all material Adelphia Owned Property and Adelphia 
Real Property Interests. Except as described on Schedule 2.01(b)(i)(B), the     
Adelphia Tangible Personal Property and improvements on Adelphia Owned Property 
and Adelphia Leased Property have no material defect, are in good operating     
condition and repair, and have been reasonably maintained consistent with       
standards generally followed in the industry (giving due account to the age and 
length of use of same, ordinary wear and tear excepted), are adequate and       
suitable for their present uses and, in the case of plants, buildings and other 
structures, are structurally sound.                                             

(b) Except for items included in the Adelphia Excluded Assets, (i) the
Adelphia Assets are all of the assets of the Adelphia Entities or their         
Affiliates owned, used or held for use primarily in connection with the Adelphia
Systems, and (ii) together with the Comcast Transitional Services, the right,   
title and interest in the Adelphia Assets conveyed to the Comcast Entities at   
Closing will be sufficient to permit the Comcast Entities to operate the        
Adelphia Systems substantially as they are being operated and in compliance with
all material applicable Legal Requirements and contractual requirements, and to 
enable performance of all of the Comcast Assumed Liabilities.                   

     (c) There are no developments affecting any of the material Adelphia Assets
pending or, to Adelphia's knowledge threatened, which might materially detract  
from the value, materially interfere with any present or intended use or        
materially adversely affect the marketability of such Adelphia Assets.          

SECTION 5.05. Adelphia Systems Franchises, Systems Licenses, Systems  
Contracts, Owned Property and Real Property Interests. (a) Except as described  
on Schedules 2.01(b)(ii)(B), (iii)(B), (iv)(B) or (v)(B) or 2.01(c)(ii) and     
except for the Adelphia Excluded Assets, no Adelphia Entity is bound or affected
by any of the following that relate wholly or primarily to the Adelphia Assets  
or the                                                                          

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Adelphia Systems: (i) leases of real or material personal property; (ii)        
franchises, and similar authorizations or permits for the construction or       
operation of cable television systems, or Contracts of substantially equivalent 
effect; (iii) other licenses, authorizations, consents or permits of the FCC or,
to the extent material, any other Governmental Authority; (iv)material crossing 
agreements, easements, rights of way or access agreements; (v)pole line or joint
line agreements or underground conduit agreements; (vi) bulk service, commercial
service or multiple-dwelling unit service or access agreements (other than      
customary subscription agreements to provide cable service with respect to      
commercial accounts and customary non-bulk-billed access agreement); (vii)      
system specific programming agreements or signal supply agreements; (viii) any  
agreement with the FCC or any other Governmental Authority relating to the      
operation or construction of the Adelphia Systems that are not fully reflected  
in the Adelphia Systems Franchises, or any agreements with community groups or  
similar third parties restricting or limiting the types of programming that may 
be shown on any of the Adelphia Systems; (ix) commercial leased access          
agreements or capacity license agreements; (x) any partnership, joint venture or
other similar agreement or arrangement; (xi) any agreement that limits the      
freedom of any of the Adelphia Systems to compete in any line of business or    
with any Person or in any area or which would so limit the freedom of the       
Comcast Entities after the Closing Date; (xii) any must-carry elections or      
retransmission consents relating to the Adelphia Systems or Assets; (xiii)any   
advertising interconnect agreement; (xiv) any agreement with any employee of the
Adelphia Systems; (xv) any Contract granting any Person the right to use any    
portion of the Adelphia Systems' cable plant included within the Adelphia       
Assets; (xvi) any Contract that is not the subject matter of any other clause of
this Section 5.05(a) that will remain effective for more than one year after    
Closing; or (xvii) any Contract other than those described in any other clause  
of this Section 5.05(a) which individually provides for payments by or to any   
Adelphia Entity in any twelve-month period exceeding $100,000 individually or is
otherwise material to the Adelphia Systems. Except for the facilities agreements
with Adelphia Business Solution, Inc. and its Subsidiaries which are set forth  
on Schedule 2.01(b)(v)(B) and the Excluded Assets, no Adelphia Entity is bound  
or affected by any of the following that relate wholly or primarily to the      
Adelphia Assets or the Adelphia Systems: (i) any contract with ServiceCo LLC,   
PowerLink or Excite@Home or any of their respective Affiliates or (ii) except   
for customary contracts with internet service Subscribers, any Contract         
providing for the use of Adelphia Assets to provide, or for the provision by the
Adelphia Systems of, telephone or high speed data services.                     

  (b) Adelphia has provided to Comcast true and complete copies of each of
the contracts and agreements set forth in Schedules 2.01(b)(ii)(B), (iii)(B),   
(iv)(B) and (v)(B) (together with any notices alleging continuing non-compliance
with the requirements of any such contract or agreement, and including in each  
case any amendments thereto, and in the case of oral contracts and agreements,  
true and complete written summaries thereof) and of each document evidencing    

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or insuring any Adelphia Entity's ownership of the Adelphia Owned Property.     
Except as described in Schedule 5.05(b): (i) the Adelphia Entities are in       
compliance in all material respects with each of the Material Adelphia          
Contracts; (ii) each of the Adelphia Entities has fulfilled when due, or has    
taken all action necessary to enable it to fulfill when due, all of its         
respective material obligations under each of the Material Adelphia Contracts to
which it is a party; (iii) there has not occurred any material default (without 
regard to lapse of time or to the giving of notice, or both) by an Adelphia     
Entity and, to the knowledge of Adelphia, there has not occurred any material   
default by any Person, under any of the Material Adelphia Contracts; and (iv)   
the Material Adelphia Contracts are valid and binding agreements and are in full
force and effect.                                                               

(c) Schedule 5.05(c) lists the date on which each Adelphia Systems    
Franchise will expire. There are no applications relating to any Adelphia       
Systems Franchise or Adelphia Systems Licenses pending before any Governmental  
Authority that are material to any of such Adelphia Systems. No Adelphia Entity 
has received, nor does any Adelphia Entity have notice that it will receive,    
from any Governmental Authority a preliminary assessment that an Adelphia       
Systems Franchise should not be renewed as provided in Section 626(c)(1) of the 
Communications Act. No Adelphia Entity or any Governmental Authority has        
commenced or requested the commencement of an administrative proceeding         
concerning the renewal of an Adelphia Systems Franchise as provided in Section  
626(c)(1) of the Communications Act. The Adelphia Entities have timely filed    
notices of renewal in accordance with the Communications Act with all           
Governmental Authorities with respect to each Adelphia Systems Franchise        
expiring within 36 months of the date of this Agreement. Such notices of renewal
have been filed pursuant to the formal renewal procedures established by Section
626(a) of the Communications Act. To Adelphia's knowledge, there exist no facts 
or circumstances that make it likely that any Adelphia Systems Franchise will   
not be renewed or extended on commercially reasonable terms. As of the date     
hereof, no Governmental Authority has commenced, or given notice that it intends
to commence, a proceeding to revoke or suspend an Adelphia Systems Franchise.   

    Section 5.06. Employee Benefits. "Adelphia Plans" shall mean each employee
benefit plan or arrangement, including each pension or welfare benefit plan,    
employment agreement, incentive compensation arrangement or multi-employer plan 
(as defined in Section 3(37) of ERISA), in which any Adelphia System Employees  
(as defined in Section 5.15) participate. The Adelphia Plans are set forth in   
Schedule 5.06. None of the Adelphia Entities, any of their ERISA Affiliates, any
Adelphia Plan other than a multi-employer plan (as defined in Section 3(37) of  
ERISA), or to the knowledge of Adelphia, any Adelphia Plan that is a            
multi-employer plan (as defined in Section 3(37) of ERISA) is in material       
violation of any provision of ERISA with respect to an Adelphia Plan. No        
material "reportable event" (as defined in Section 4043(c)(1), (2), (3), (5),   
(6), (7), (10) and (13) of ERISA), "accumulated funding deficiency" (as defined 
in Section                                                                      

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302 of ERISA) or "withdrawal liability" (as determined under Section 4201 et.   
seq. of ERISA) has occurred or exists and is continuing with respect to any     
Adelphia Plan other than a multi-employer plan (as defined in Section 3(37) of  
ERISA), or to the knowledge of Adelphia, any Adelphia Plan that is a            
multi-employer plan (as defined in Section 3(37) of ERISA). After the date      
hereof, none of the Comcast Entities or any of their respective ERISA Affiliates
will be required, under ERISA, the Code or any collective bargaining agreement, 
to establish, maintain or continue or contribute to any Adelphia Plan currently 
or in the past maintained or contributed to by any Adelphia Entity or any of    
their current or former ERISA Affiliates. Since December 31, 1999 there has been
no change in the Adelphia Plans or level of compensation provided Adelphia      
System Employees that would materially increase the cost of operating the       
Adelphia Systems.                                                               

   SECTION 5.07. Litigation. Except as set forth in Schedule 5.07: (i) there
is no Litigation pending or, to Adelphia's knowledge, threatened, by or before  
any Governmental Authority or private arbitration tribunal, against any Adelphia
Entity, and (ii) there is no Judgment requiring any Adelphia Entity to take any 
action of any kind with respect to the Adelphia Assets or the operation of the  
Adelphia Systems, or to which any Adelphia Entity (with respect to the Adelphia 
Systems), the Adelphia Systems or the Adelphia Assets are subject or by which   
they are bound or affected, in either case, which could, individually or in the 
aggregate, reasonably be expected to have a Material Adverse Effect or          
materially delay or prevent the consummation of the transactions contemplated   
hereby.                                                                         

  SECTION 5.08. Cable Operations. Except as described on Schedule 5.08 and
other than SMATV system operators and direct broadcast satellite service        
providers, no Person, other than the Transferors, is providing wireline cable   
television services or multipoint multichannel distribution service or other    
multichannel video programming services or, to the knowledge of Adelphia,       
intending to provide any such services in the Adelphia Service Areas. Except as 
described on Schedule 5.08, no Person, other than the Transferors, other than   
the Adelphia Entities has been granted or, to the knowledge of Adelphia, has a  
current application pending for a franchise or other operating authority for a  
wireline cable television franchise or open video system in any of the          
communities or unincorporated areas presently served by the Adelphia Systems.   

SECTION 5.09. Tax Returns; Other Reports. With respect to the Adelphia
Systems, the Adelphia Entities have timely filed in proper form all federal,    
state, local and foreign tax returns and other reports required to be filed, and
have timely paid all Taxes which have become due and payable, whether or not so 
shown on any such return or report, the failure to file or pay which could have 
affected or resulted in the imposition of a Lien upon the Adelphia Assets,      
except such amounts as are being contested diligently and in good faith and for 
which appropriate reserves have been established. No Adelphia Entity has        
received notice of, and Adelphia has no knowledge of, any deficiency or         
assessment or proposed deficiency or assessment from any Governmental Authority 
which                                                                           

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could have affected or resulted in the imposition of a Lien upon the Adelphia   
Assets. Except as described on Schedule 5.09, there are no pending or ongoing   
property, sales and use, or franchise fee or tax audits relating to the Adelphia
Systems, and no Adelphia Entity has received any property, sales and use, or    
franchise fee or tax audit notice with respect thereto.                         

SECTION 5.10. Adelphia Systems Information. Schedule 5.10 sets forth a
true and complete description in all material respects of the following         
information:                                                                    

(a) as of September 30, 2000, for each Adelphia System the approximate
number of miles of plant, aerial and underground and the technical capacity of  
such plant expressed in MHZ, included in such Adelphia System;                  

  (b) as of the date set forth on such Schedule (which shall be no earlier
than September 30, 2000), the number of cable television Subscribers served by  
each of the Adelphia Systems, determined in accordance with past practice for   
each such System; provided that bulk-billed and other accounts not billed by    
individual unit shall be equivalatized in accordance with past practice for each
such System;                                                                    

  (c) as of the date set forth on such Schedule (which shall be no earlier
than September 30, 2000), a description of basic and optional or tier services  
available from each of the Adelphia Systems on a headend-by-headend basis and   
the rates charged by the applicable Adelphia Entity for each;                   

  (d) the stations and signals carried by each of the Adelphia Systems and
the channel position of each such signal and station;                           

(e) the municipalities served by each of the Adelphia Systems;        

(f) the channel capacity of each of the Adelphia Systems; and         

  (g) the rate increases instituted by each of the Adelphia Systems in the
previous 12 months ending on the date of this Agreement.                        

   SECTION 5.11. Compliance with Legal Requirements. (a) Except as set forth
in Schedule 5.11, and except with respect to those matters covered by Sections  
5.11(b), (c), (d) and (e), which matters are covered exclusively by such        
sections, the operation of the Adelphia Systems has not violated or infringed,  
and does not violate or infringe, in any material respect any Legal Requirement.
No Adelphia Entity has received notice and has no knowledge of any violation by 
any Adelphia Entity or the Adelphia Systems of any material Legal Requirement   
applicable to the operation of the Adelphia Systems.                            

  (b) Except as set forth in Schedule 5.11, and subject to the limitations
set forth in Sections 5.11(d) and (e): with respect to the Adelphia Systems,    
each                                                                            

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Adelphia Entity has been and is in compliance in all material respects with the 
Communications Act and the Cable Act, including requirements of those Acts      
specifically referred to herein; there have been submitted to the FCC all       
material required filings, including cable television registration statements,  
annual reports and aeronautical frequency usage notices, to utilize all         
frequencies currently used in the frequency bands 108-137 and 225-400 MHZ in the
manner currently used that are required under the rules and regulations of the  
FCC; the operation of the Adelphia Systems has been and is in material          
compliance with the rules and regulations of the FCC, and no Adelphia Entity has
received notice from the FCC of any violation of its rules and regulations with 
respect to the Adelphia Systems; each Adelphia Entity is and since 1992 has been
with respect to the Adelphia Systems certified as in compliance with the FCC's  
EEO rules and has received no written notices with respect to non-compliance    
with EEO rules; the Adelphia Systems are in compliance with all signal leakage  
criteria prescribed by the FCC; each Adelphia Entity has filed all FCC Forms 320
for the Adelphia Systems for the last two reporting periods, and all such Forms 
320 show "passing" or "satisfactory" signal leakage scores; for each semi-annual
reporting period since 1997-1; each Adelphia Entity has filed with the United   
States Copyright Office all required Statements of Account in proper form, and  
has paid when due all required copyright royalty fee payments, relating to the  
Adelphia Systems' carriage of television and radio broadcast signals; and each  
Adelphia Entity is otherwise in compliance with the requirements of the         
compulsory copyright license described in Section 111 of the Copyright Act and  
with all applicable rules and regulations of the Copyright Office. Adelphia has 
provided to Comcast true and complete copies of all reports and filings for the 
past year, made or filed pursuant to FCC and Copyright Office rules and         
regulations by the Adelphia Entities with respect to the Adelphia Systems and   
will provide to Comcast, upon Comcast's request, all other past reports and     
filings made or filed pursuant to FCC and Copyright Office rules and regulations
by the Adelphia Entities with respect to the Adelphia Systems within the past   
five (5) years. The Adelphia Entities hold all licenses, registrations or       
permits from the FCC for business radio, satellite earth receiving facilities   
and CARS or private operational fixed service microwave facilities, that are    
necessary or appropriate to carry on the business of the Adelphia Systems as    
conducted on the date hereof. Each of the Adelphia Systems Licenses is in full  
force and effect and has not been revoked, canceled, encumbered or adversely    
affected in any manner. Each Adelphia System has provided all required          
Subscriber privacy notices to new Subscribers at the time of installation and to
all Subscribers on an annual basis, and the Adelphia Systems have taken         
commercially reasonable steps to prevent unauthorized access to personally      
identifiable information. Each Adelphia System has provided all customer notices
required by the Cable Act, including customer service, notices of availability  
of basic service, and equipment compatibility. All notifications to the FAA have
been made with respect to the antenna structures which are being used in        
connection with the operation of the Adelphia Systems, and all such antenna     
structures that require registration with the FCC have been so registered by    
Adelphia. No Adelphia Entity has received any request for commercial leased     

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access with respect to the Adelphia Systems within the past 120 days, except for
those requests set forth on Schedule 5.11(b). There are no complaints or other  
proceedings instituted before the FCC concerning commercial leased access,      
program access, or any other aspect of the Adelphia Systems' operations.        

(c) Except as provided in Schedule 5.11, with respect to the Adelphia 
Systems, the Adelphia Entities are and have been in compliance in all material  
respects with the must carry and retransmission consent provisions of the Cable 
Act, including, (i) duly and timely notifying "local commercial television      
stations" of inadequate signal strength or increased copyright liability, if    
applicable, (ii) to the extent required, duly and timely notifying              
non-commercial educational stations of the location of the cable system's       
principal head-end, (iii) duly and timely notifying Subscribers of the channel  
alignment on the Adelphia Systems, (iv) duly and timely notifying "local        
commercial and noncommercial television stations" of the broadcast signals      
carried on the Adelphia Systems and their channel positions, if applicable, (v) 
maintaining the requisite public file identifying broadcast signal carriage,    
(vi) carrying the broadcast signals after January 1, 2000, on the Adelphia      
Systems for all "local commercial television stations" which elected must carry 
status and, if required, up to two "qualified low power stations," (vii)        
complying with applicable channel placement obligations, and (viii) obtaining   
retransmission consent for all commercial broadcast signals carried on the      
Adelphia Systems after January 1, 1997, except for the signals carried pursuant 
to a must carry election. No oral or written notices have been received from the
FCC, the United States Copyright Office, any local or other television station  
or system or from any other person or entity, station or Governmental Authority 
claiming to have a right of objection challenging or questioning the right of   
the Adelphia Systems to carry or furnish, or not to carry or furnish, any of the
signals or any other station or service to any Subscriber. Except as provided in
Schedule 5.11, no Adelphia Entity has received with respect to any of the       
Adelphia Systems any notification of any petition or submission that is         
currently pending before the FCC to modify any television market or for a waiver
of any rules or regulations of the FCC as they apply to such Adelphia System.   
Each Adelphia Entity has complied with all written requests it has received for 
network nonduplication, syndicated exclusivity, and sports blackout protection  
which are applicable to the Adelphia Systems.                                   

(d) Each Adelphia Entity has used commercially reasonable efforts to  
establish rates charged and a la carte packages provided to Subscribers of the  
Adelphia Systems, effective as of September 2, 1993, that would be allowable    
under the Cable Act. Notwithstanding the foregoing, the Adelphia Entities make  
no representation or warranty that the rates charged to Subscribers would be    
allowable under any rules or regulations of the FCC or any authoritative        
interpretation thereof promulgated after the date of Closing. Adelphia has      
provided to Comcast true and complete copies of all rate Forms (and any         
associated Forms 1200, any successive Forms 1210, and Forms 1205 filed within   
the one year period immediately preceding the date of this Agreement) that have 

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been prepared with respect to the Comcast Systems, copies of all correspondence 
with any Governmental Authority relating to rate regulation generally or        
specific rates charged to Subscribers of the Adelphia Systems, and any other    
documentation supporting an exemption from the rate regulation provisions of the
Cable Act claimed by the Adelphia Entities with respect to the Adelphia Systems.
Schedule 5.11(d) sets forth a list of (i) all pending complaints with respect to
any rates which have been filed with the FCC for the Adelphia Systems and (ii)  
those franchising authorities that have been certified upon filing FCC Form 328 
or have filed FCC Form 328 with the FCC for certification to regulate any of the
Adelphia Systems' rates. Except as set forth in Schedule 5.11(d), each Adelphia 
System is operating pursuant to a valid franchise or similar authorization or   
permit issued by the appropriate Governmental Authority in every market in which
such System is supplying cable television service.                              

     (e) Each Adelphia Entity has used commercially reasonable efforts to comply
in all material respects with any customer service standards applicable to it   
with respect to the Adelphia Systems. The Adelphia Entities have received no    
written notice with respect to the Adelphia Systems from any Governmental       
Authority with respect to an intention to enforce customer service standards    
pursuant to the Cable Act and no Adelphia Entity has agreed with any            
Governmental Authority to establish customer service standards in respect of the
Adelphia Systems that exceed the FCC standards promulgated pursuant to the Cable
Act.                                                                            

    SECTION 5.12. Real Property. Schedule 2.01(b)(ii)(B) sets forth all leases
included in the Adelphia Real Property Interests (the "Adelphia Leases") and all
ownership interests in real property included in the Adelphia Owned Property.   
The Adelphia Owned Property and Adelphia Real Property Interests include all    
leases, fee interests, material easements, material access agreements and other 
material real property interests necessary to operate the Adelphia Systems as   
currently conducted. The current use and occupancy of all Adelphia Owned        
Property and the Adelphia Leased Property do not constitute nonconforming uses  
under any applicable Legal Requirement in the nature of a zoning law or         
ordinance. Each parcel of Adelphia Owned Property and, to Adelphia's knowledge, 
each parcel of Adelphia Leased Property has access to and over public streets,  
or private streets or property for which the applicable Adelphia Entity has a   
valid right of ingress and egress, (ii) conforms in its current use, occupancy  
and operation to all material zoning requirements without reliance upon a       
variance issued by a Governmental Authority or a classification of the parcel in
question as a nonconforming use and (iii) conforms in its use, occupancy and    
operation to all restrictive covenants, if any, or other encumbrances affecting 
all or part of such parcel. Each Person upon, under or across whose property any
of the Adelphia Assets are located, maintained, installed or operated (other    
than drop lines to customer dwellings) has granted to the applicable Adelphia   
Entity such easements, licenses or rights of way as are necessary for the       
location, maintenance, installation and operation of such Adelphia Assets upon, 
under or                                                                        

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across such property, except where the failure to have any such easements,      
licenses or rights of way would not, individually or in the aggregate, have a   
Material Adverse Effect.                                                        

SECTION 5.13. Financial Statements. Adelphia has provided to Comcast  
financial statements for the Adelphia Systems consisting of balance sheets and  
statements of operations as of and for the 12 months ended December 31, 1999 and
as of and for the nine months ended September 30, 2000 (the "Adelphia Systems   
Financial Statements"). The Adelphia Systems Financial Statements are management
reports that fairly present in accordance with GAAP except for the absence of   
footnotes, in all material respects, such Adelphia Systems' financial position, 
and results of operations as of the dates and for the periods indicated, subject
to normal adjustments, allocations and accruals (none of which will be material 
to the financial position or operating results of the Systems).                 

SECTION 5.14. Interim Operations of Systems. Except as set forth in   
Schedule 5.14, since May 25, 1999                                               

    (a) there has been no Material Adverse Effect with respect to the Adelphia
Assets, the Adelphia Entities that are Transferors or the Adelphia Systems;     

   (b) neither the Adelphia Assets nor the financial condition or operations
of the Adelphia Systems have been materially and adversely affected as a result 
of any fire, explosion, accident, casualty, labor trouble, flood, drought, riot,
storm, condemnation, or act of God or public force or otherwise;                

   (c) the Adelphia Entities have, with respect to the Adelphia Systems made
capital expenditures in the ordinary course consistent with past practices;     

(d) each of the Adelphia Entities has with respect to its Systems and 
Assets:                                                                         

        (i) operated or caused to be operated its Systems only in the usual,
regular and ordinary course and in accordance with applicable Legal   
Requirements (including commencing and continuing planned upgrades and
     rebuild of Systems, completing line extensions, placing conduit or cable in
   new developments, fulfilling installation requests and continuing work on
 existing construction projects) and, to the extent consistent with such
  operation, (i) used its reasonable best efforts to preserve the business
organization of its Systems intact, including preserving existing     
relationships with Governmental Authorities, suppliers, customers and 
  others having business dealings with its Systems, (ii) used commercially
reasonable efforts to keep available the services of its employees    
providing services in connection with its Systems, and (iii) continued
    normal marketing, advertising and promotional expenditures with respect to
its Systems;                                                          

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     (ii) maintained or caused to be maintained its books, records and
     accounts with respect to its Assets and the operation of its Systems in the
usual, regular and ordinary manner on a basis consistent with past    
practices; and                                                        

  (iii) maintained inventory sufficient for the operation of its
 Systems, in the ordinary course of business for a period of at least 30
days; and                                                             

(e) none of the Adelphia Entities has, with respect to its Systems or 
Assets:                                                                         

       (i) engaged in any marketing, Subscriber installation or collection
     practices other than in the ordinary course of business except as set forth
in Schedule 5.14(e)(i);                                               

      (ii) except (x) for "staying" or "sticking" bonuses to induce such
   employees to remain with such Adelphia Entity which have been paid for by
  such Adelphia Entity on or prior to Closing or (y) as may be done in the
    ordinary course of business and consistent with past practices, granted or
     agreed to grant to any employee of the Systems any increase in (i) wages or
bonuses or (ii) any severance, profit sharing, retirement, deferred   
compensation, insurance or other compensation or benefits; or         

         (iii) sold, assigned, transferred or otherwise disposed of any of the
 Assets except in the ordinary course of business and except for (i) the
  disposition of obsolete or worn-out equipment, or (ii) dispositions with
 respect to which such Assets are replaced with Assets of at least equal
value.                                                                

    SECTION 5.15. Employees. (a) There are no collective bargaining agreements
applicable to any persons employed by any Adelphia Entity or any of their       
respective Affiliates that primarily render services in connection with the     
Adelphia Systems ("Adelphia System Employees"), and no Adelphia Entity or any of
their respective Affiliates has any duty to bargain with any labor organization 
with respect to any such persons. There are not pending any unfair labor        
practice charges against any Adelphia Entity or any of their respective         
Affiliates, or any demand for recognition, or any other request or demand from a
labor organization for representative status, with respect to any Adelphia      
System Employees.                                                               

(b) Each Adelphia Entity has, with respect to the Adelphia System     
Employees, complied in all material respects with all applicable Legal          
Requirements relating to the employment of labor, including WARN, ERISA,        
continuation coverage requirements with respect to group health plans and those 
relating to wages, hours, collective bargaining, unemployment insurance,        
worker's compensation, equal employment opportunity, age, sex, race and         

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disability discrimination, immigration control and the payment and withholding  
of Taxes. No Adelphia Entity is a party to any material labor or employment     
dispute involving any of its employees who render services in connection with   
the Adelphia Systems.                                                           

(c) Except as described on Schedule 5.15(c), no Adelphia Entity has   
employment agreements, either written or oral, with any Adelphia System         
Employee, and none of the employment agreements listed on Schedule 5.15(c)      
require Comcast to employ any person after the date hereof.                     

SECTION 5.16. Environmental. (a) No Adelphia Entity has received any  
notice, notification, demand, request for information, citation, summons or     
order relating to any "Superfund" evaluation or investigation, and no Adelphia  
Entity is the subject of any pending or, to Adelphia's knowledge, threatened    
investigation, action, claim, suit, review, complaint, penalty or proceeding of 
any Governmental Authority or other Person with respect to (i) the Adelphia     
Systems or the Adelphia Assets, including the Adelphia Owned Property or the    
Adelphia Leased Property and any property previously owned, operated or leased  
by any Adelphia Entity in connection with the Adelphia Systems and (ii) relating
to or arising out of any Environmental Law.                                     

   (b) Except as disclosed on Schedule 5.16, no Hazardous Substance has been
discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked,  
emitted, or released at, on or under any Adelphia Owned Property or Adelphia    
Leased Property or other Adelphia Asset.                                        

(c) Except as disclosed on Schedule 5.16, each Adelphia Entity is in  
material compliance with all Environmental Laws, insofar as they relate to the  
Adelphia Assets, the Adelphia Owned Property or the Adelphia Leased Property.   
Except as disclosed on Schedule 5.16, each Adelphia Entity has been and is in   
compliance with all permits, licenses, franchises, certificates, approvals and  
other similar authorizations of Governmental Authorities relating to or required
by Environmental Laws and affecting, or relating in any way to, the Adelphia    
Systems or the Adelphia Assets ("Adelphia Environmental Permits"). Such Adelphia
Environmental Permits are valid and in full force and effect and are            
transferable and will not be terminated or impaired or become terminable as a   
result of the transactions contemplated hereby. No Adelphia Entity has received 
any notice of, any knowledge of circumstances relating to, and there are no past
events, facts, conditions, circumstances, activities, practices or incidents    
(including but not limited to the presence, use, generation, manufacture,       
disposal, release or threatened release of any Hazardous Substances from or on  
the Adelphia Assets, the Adelphia Owned Property or the Adelphia Leased         
Property), which could interfere with or prevent compliance with or which have  
resulted in or are reasonably likely to give rise to any liability of any kind  
whatsoever, whether accrued, contingent, absolute, determined, determinable or  
otherwise, arising under or relating to any Environmental Law and in connection 
with the Adelphia Systems or the Adelphia Assets, including, without limitation,
the                                                                             

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Adelphia Owned Property and the Adelphia Leased Property. Except as disclosed on
Schedule 5.16, no Adelphia Owned Property or Adelphia Leased Property nor any   
property to which Hazardous Substances located on or resulting from the use of  
any Adelphia Asset, Adelphia Owned Property or Adelphia Leased Property or any  
property previously owned, leased or operated by any Adelphia Entity in         
connection with the Adelphia Systems have been transported is listed or, to     
Adelphia's knowledge, proposed for listing on the National Priorities List      
promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any     
similar federal, state, local or foreign list of sites requiring investigation  
or cleanup.                                                                     

 (d) Except as disclosed on Schedule 5.16, no polychlorinated biphenyls,
electromagnetic fields, radioactive material, lead, asbestos-containing         
material, incinerator, sump, surface impoundment, lagoon, landfill, septic,     
wastewater treatment or other disposal system or underground storage tank       
(active or inactive) is or has been present at, on or under any Adelphia Owned  
Property or Adelphia Leased Property or in any Adelphia Asset.                  

(e) Adelphia has provided or made available to Comcast copies of all  
environmental assessments, studies, audits, tests, reviews or other analyses of 
or relating to the Adelphia Assets and/or Systems prior to the date hereof.     

(f) Except as disclosed on Schedule 5.16, none of the Adelphia Owned  
Property or Adelphia Leased Property is located in New Jersey or Connecticut.   

    SECTION 5.17. Accounts Receivable. All of the accounts receivable that are
the subject of the adjustments provided in Section 2.05 have arisen from bona   
fide transactions in the ordinary course of the business of the Adelphia        
Systems, consistent with past practices.                                        

SECTION 5.18. Transactions with Affiliates. Except as set forth on    
Schedule 5.18, with respect to the Adelphia Systems, no Adelphia Party is a     
party to any Contract or any other arrangement of any kind whatsoever with any  
Affiliate.                                                                      

   SECTION 5.19. System Intellectual Property Rights. There is no trademark,
trade name, service mark, service name, logo or similar proprietary right owned,
licensed, used or held for use by Adelphia or any of its Affiliates primarily in
the operation of the Adelphia Systems.                                          

SECTION 5.20. Bonds. Schedule 5.20 contains a list of all franchise,  
construction, fidelity, performance or other bonds and copies of all letters of 
credit posted by any Adelphia Entity or any of their respective Affiliates in   
connection with its Systems or its Assets.                                      

SECTION 5.21. Taxpayer Identification Number. The U.S. Taxpayer       
Identification Number of each Adelphia Entity is as set forth in Schedule 1.01. 

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  SECTION 5.22. Undisclosed Material Liabilities. There are no liabilities
of the Adelphia Systems of any kind whatsoever, whether accrued, contingent,    
absolute, determined, determinable or otherwise, and there is no existing       
condition, situation or set of circumstances which would reasonably be expected 
to result in such a liability, other than:                                      

(a) the Adelphia Excluded Liabilities;                                

(b) the liabilities disclosed on Schedule 5.22;                       

    (c) the liabilities disclosed in the Adelphia Systems Financial Statements
or the notes thereto;                                                           

(d) the liabilities arising in the ordinary course of business since  
September 30, 2000; and                                                         

(e) other liabilities which, individually or in the aggregate, are not
material to the Adelphia Systems.                                               

SECTION 5.23. Insurance. All material Adelphia Assets are covered by  
currently effective insurance policies in such types and amounts as are         
consistent with customary practices and standards in the cable television       
industry. Adelphia does not know of any threatened termination of, premium      
increase with respect to, or material alteration of coverage under, any of such 
policies. Except as set forth on Schedule 5.23, after the Closing the Adelphia  
Entities shall continue to have coverage under such policies and bonds with     
respect to events occurring prior to the Closing.                               

   SECTION 5.24. Intellectual Property. Except as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect, the 
Adelphia Systems have been operated in such a manner so as not to violate or    
infringe upon the rights, or give rise to any rightful claim of any Person for  
copyright, trademark, service mark, patent, license or other intellectual       
property right infringement.                                                    

 SECTION 5.25. Brokers. There is no investment banker, broker, finder or
other intermediary which has been retained by or is authorized to act on behalf 
of any Adelphia Entity who might be entitled to any fee or commission in        
connection with the transactions contemplated by this Agreement.                

   SECTION 5.26. Systems Options. Except as disclosed on Schedule 5.26, none
of the Adelphia Systems or any material Adelphia Assets are subject to any      
purchase option, right of first refusal or similar arrangement which would be   
triggered by the transactions contemplated by this Agreement ("Adelphia Systems 
Option"). All Adelphia Systems Options have been waived in connections with the 
transactions contemplated by this Agreement.                                    

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   SECTION 5.27. Adelphia Pole Audits. Schedule 5.27 lists and describes the
results of any audits or investigations conducted by any of the parties to the  
pole attachment agreements for the Adelphia Systems during the previous three   
(3) years. All fees due and payable under the pole attachment agreements for the
Adelphia systems have been paid.                                                

SECTION 5.28. Inventory. The Adelphia Assets include such amounts of  
inventory as are sufficient to operate the Adelphia Systems in a manner         
consistent with past practice for a period not less than 30 days.               

    SECTION 5.29. Internet Services. All assets that are part of a headend and
that are used to provide internet services to Subscribers within the Adelphia   
Systems are included in the Adelphia Assets.                                    

  SECTION 5.30. Telephony Assets. Except as set forth on Schedule 5.30, no
residential telephony services are being provided by Adelphia or its Affiliates 
in connection with or utilizing the Adelphia Systems.                           

    SECTION 5.31. Capital Leases. There are no capital leases of real property
included in the Adelphia Assets.                                                

ARTICLE 6 
 COVENANTS

 SECTION 6.01. Confidentiality and Publicity. (a) Following the Closing,
each party and its Affiliates will keep confidential any non-public information 
that such party or its Affiliates received from another party or its Affiliates 
in connection with this Agreement unrelated to the Systems or Assets transferred
by the other party or its Affiliates pursuant to this Agreement as well as any  
non-public information in the possession of such party or its Affiliates related
to the Systems or Assets transferred by such party or its Affiliates to the     
other party or its Affiliates pursuant to this Agreement (any such information  
that a party is required to keep confidential pursuant to this sentence shall be
referred to as "Confidential Information"). Each party and its Affiliates will  
not disclose any Confidential Information to any other Person (other than its   
Affiliates and its and its Affiliates' directors, officers and employees, and   
representatives of its advisers and lenders, in each case, whose knowledge      
thereof is necessary in order to facilitate the consummation of the transactions
contemplated hereby, in which case such party shall be responsible for any      
breach by any such Person) or use such information to the detriment of the      
other; provided that (i) such party and its Affiliates may use and disclose any 
such information once it has been publicly disclosed (other than by such party  
or any of its Affiliates in breach of the obligations under this Section) or    
which, to its knowledge, rightfully has come into the possession of such party  
or its Affiliates (other than from the other party or its Affiliates), and (ii) 
to the extent that such party or its Affiliates may, in the reasonable judgment 
of its counsel, be compelled by Legal Requirements to                           

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disclose any of such information, such party or its Affiliates may disclose such
information if it has used commercially reasonable efforts, and has afforded the
other the opportunity, to obtain an appropriate protective order, or other      
satisfactory assurance of confidential treatment, for the information compelled 
to be disclosed.                                                                

(b) Adelphia and Comcast each will consult with and cooperate with the
other with respect to the content and timing of all press releases and other    
public announcements, and any oral or written statements to Comcast System      
Employees and Adelphia System Employees concerning this Agreement and the       
transactions contemplated hereby. Except as required by applicable Legal        
Requirements or by any national securities exchange or quotation system, neither
Adelphia nor Comcast will make any such release, announcement or statement      
without the prior written consent and approval of the other not to be           
unreasonably withheld. Adelphia and Comcast will each respond promptly to any   
such request for consent and approval.                                          

SECTION 6.02. Title Defects. (a) Prior to Closing, the Parent of each 
Transferee has had the option to obtain at its own expense, (i) commitments to  
issue to such Transferee title insurance policies ("Title Commitments") in      
amounts reasonably satisfactory to such Transferee's Parent at ordinary premium 
rates without any requirement for additional premiums to be issued by a         
nationally recognized title insurance company (a "Title Company") and           
containing, to the extent available, legible photocopies of all recorded items  
described as exceptions therein, committing to insure good and marketable fee or
a valid leasehold title, as applicable, in such Transferee to each parcel of    
Transferor's Owned Real Property or Leased Property marked by an asterisk on    
Schedule 2.01(b)(ii)(A) or Schedule 2.01(b)(ii)(B), as applicable, by ALTA      
extended coverage owner's or leasehold policies, as applicable, of title        
insurance, and (ii) surveys of each parcel of Transferor's Owned Property or    
Leased Property marked by a double asterisk on Schedule 2.01(b)(ii)(A) or       
Schedule 2.01(b)(ii)(B) ("Surveys"), in such form as is necessary to obtain the 
title insurance to be issued pursuant to the related Title Commitments with the 
standard printed exceptions relating to survey matters deleted, certified to    
such Transferee and to the Title Company with respect to that Owned Property or 
Leased Property. The cost to obtain such Title Commitments and Surveys and other
documents required by the Title Company to issue such policies and Surveys was  
borne by Transferee and the cost to delete or insure over any title defects was 
borne by Transferor.                                                            

 (b) With respect to the title defects listed on Schedule 6.02(a) in the
case of a Comcast Party as Transferor, and Schedule 6.02(b)-Part I, in the case 
of an Adelphia Party as Transferor, each Transferor of the applicable parcel of 
Owned Property or the leaseholds for the applicable Leased Property will use    
commercially reasonable efforts for 180 days following Closing to remedy the    
title defect following Closing on terms satisfactory to such Transferee, in its 
reasonable discretion.                                                          

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   (c) With respect to the title defect(s) listed on Schedule 6.02(b) - Part
II ("Part II Defects"), on or before March 1, 2001 Adelphia will either (i)     
deliver a deed conveying good, marketable and insurable title to the Adelphia   
Owned Property so identified, or (ii) Adelphia will commence and diligently     
thereafter prosecute to completion such proceedings to "quiet title" (or similar
proceedings), and shall otherwise take such actions, as are necessary to vest in
the Comcast Transferee good, marketable, and insurable title to the applicable  
Adelphia Owned Property, in either case subject only to Permitted Liens existing
on the date hereof other than the Part II Defect (unless such Lien hereafter    
arises out of the acts or omissions of a Comcast Party or affiliate).           

   (d) With respect to the title defects listed on Schedule 6.02(b)-Part III
(the "Part III Defects"), at the Closing, (i) at Adelphia's request and expense,
Comcast Cablevision Communications, Inc. (successor by merger to Jones          
Intercable, Inc.), in its capacity as general partner of Cable TV Fund 12-A,    
Ltd. in the exercise of its powers under the partnership agreement of Cable TV  
Fund 12-A Ltd. following its dissolution, shall execute and deliver a deed      
without warranty transferring each applicable Adelphia Owned Property to Ft.    
Myers Acquisition Limited Partnership and (ii) Ft. Myers Acquisition Limited    
Partnership will execute and deliver a special warranty deed transferring the   
Adelphia Owned Property to the applicable Comcast Transferee. All transfer taxes
will be paid by Adelphia.                                                       

 (e) With respect to the title defect listed on Schedule 6.02(b)-Part IV
(the "Part IV Defect"), if the Part IV Defect is not remedied within 90 days    
following the Closing, Adelphia will promptly thereafter commence and diligently
prosecute to completion such proceedings to "quiet title" or other similar      
proceedings, and shall otherwise take such action, as may be necessary to       
discharge the Part IV Defect of record.                                         

    (f) The obligations of the parties under this Section 6.02 are in addition
to, and not in substitution for, their obligations under Sections 8.01 and 8.02.

 SECTION 6.03. Leased Vehicles and Other Capital Leases. Each Transferor
has paid the remaining balances on any leases for vehicles included in its      
Tangible Personal Property and any other capital leases of Tangible Personal    
Property and Real Property and will deliver (either directly or through the     
delivery of the Comcast LLC Interests) title to such vehicles and Tangible      
Personal Property free and clear of all Liens to its Transferee at Closing.     

    Section 6.04. Post-closing Obtaining Of Consents. (a) Each Transferor will
use its commercially reasonable efforts to obtain consents, authorizations and  
approvals required to be obtained in connection with the transfer of Assets or  
Comcast LLC Interests by such Transferor to the extent such consents,           
authorizations and approvals were not obtained prior to Closing. Each Transferee
will cooperate with its Transferor in connection with the foregoing.            
Notwithstanding the foregoing, Transferor shall have no obligation to make any  

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payment (other than customary filing fees) to any Person to obtain any such     
consent, authorization or approval, and Transferor will afford the Parent of the
applicable Transferee the opportunity to review and approve the form of such    
other consents, authorizations and approvals prior to delivery to the Person    
whose consent, authorization or approval is sought and Transferor will not      
accept or agree or accede to any modifications or amendments to, or any         
conditions to the transfer of, any of the Systems Franchises, Systems Licenses, 
Systems Contracts or Real Property Interests of Transferor's Systems that are   
not approved in writing by the Parent of the applicable Transferee, which       
approval will not be unreasonably withheld. In addition, no party will have any 
obligation to obtain any consent, authorization or approval:                    

       (i) with respect to license agreements relating to pole attachments
 where the licensing authority will not consent to an assignment of such
license agreement but requires that the Transferee enter into a new   
    agreement with such licensing authority on overall terms which are no less
    favorable to the applicable Transferee than the original license agreement
  was to the Transferor, in which case the applicable Transferee shall use
its commercially reasonable efforts to enter into such agreement and  
Transferor will cooperate with and assist the applicable Transferee in
obtaining such agreements; or                                         

     (ii) with respect to Contracts evidencing Leased Property, if the
Transferor has obtained and made properly operational prior to Closing
     substitute Leased Property that is reasonably satisfactory to the Parent of
the applicable Transferee.                                            

   (b) In those instances where a consent, authorization or approval has not
been obtained prior to Closing, the relevant Transferor and its Transferee will 
cooperate in a mutually agreeable arrangement under which such Transferee will  
obtain the benefits and be responsible for the obligations in accordance with   
this Agreement in respect of any Asset of such Transferor or any claim or right 
or any benefit arising thereunder the assignment of which without the consent of
the third party thereto would constitute a breach or other contravention of such
Asset or in any way adversely affect the rights of such Transferee thereunder,  
including sub-contracting, sub-licensing, or sub-leasing to such Transferee, or 
under which such Transferor will enforce for the benefit of such Transferee,    
with such Transferee assuming such Transferor's obligations, any and all rights 
of such Transferor against the third party in question. Such Transferor will    
promptly pay to such Transferee when received all monies received by such       
Transferor in respect of any such Asset or any claim or right or any benefit    
arising thereunder. For purposes of the foregoing, the term "Transferee" shall  
include the Comcast LLCs.                                                       

  SECTION 6.05 . Transitional Services. Following the Closing, the Comcast
Parties and the Adelphia Parties, as applicable, will provide the services set  
forth in this Section (the "Transitional Services") for the periods indicated to
allow for                                                                       

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conversion of existing or replacement arrangements. All Transitional Services   
will be provided on terms and conditions reasonably satisfactory to both Parents
and at the actual out-of-pocket cost to the provider thereof except with respect
to the Transitional Services described in Sections 6.05(a)(vii), 6.05(a)(viii)  
and 6.05(b)(iv), payment for which is set forth in Sections 6.05(d), 6.05(e) and
6.05(f), respectively. The provision of a Transitional Service (or component    
thereof) shall be terminated at the request of the recipient of such service    
upon 15 days notice to the Parent of the party providing such service.          

    (a) The Adelphia Parties shall provide the following Transitional Services
to the Comcast Parties for the periods indicated below; provided that, upon the 
request of the Comcast Parties, the Adelphia Parties will provide any or all    
such Transitional Services for such additional period as may be reasonably      
requested by the Comcast Parties if the Comcast Parties are unable to begin     
providing the relevant service to one or more of the Adelphia Systems due to the
failure of Adelphia or Adelphia's third party service provider to facilitate in 
a timely manner the commencement of such service by Comcast or Comcast's third  
party service provider.                                                         

         (i) billing services for the Adelphia Systems and for all Subscribers
  served by the Adelphia Systems, including Subscribers receiving internet
    services from Powerlink and Solution Services, for a period ending 60 days
     after the relevant third party provider of billing services for each of the
    Adelphia Systems completes the segregation of the cable television systems
     owned and operated by Adelphia and its Affiliates which are not part of the
    Adelphia Systems from the Adelphia Systems (the "Adelphia Billing Services
Separation"); provided that in the case of Powerlink- and Solution    
  Services-related billing services, such services shall be provided for a
period ending 270 days after Closing;                                 

       (ii) customer service call center services for the Adelphia Systems
 located in New Mexico, Indiana, Michigan and (for overnight calls only)
 Pennsylvania for a period ending on the later of (x) 180 days after the
Closing Date and (y) 90 days after the Adelphia Billing Services      
Separation;                                                           

         (iii) maintenance of addressable controllers for the Adelphia Systems
     located in Pennsylvania, Michigan and New Jersey for a period ending on the
later of (x) 120 days after the Closing Date and (y) 60 days after the
Adelphia Billing Services Separation;                                 

    (iv) payment processing and remittance services for the Adelphia
 Systems for a period ending 90 days after the Adelphia Billing Services
Separation;                                                           

         (v) refund processing for the Adelphia Systems for a period ending 30
days after the Adelphia Billing Services Separation;                  

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          (vi) provision of daily, weekly and monthly System billing reports for
all services provided in relation to the Adelphia Systems including   
   internet-related services related to Powerlink and the Solution Services,
    together with the data necessary to close the System books and records for
   accounting purposes for the Adelphia Systems, for a period ending 60 days
after the Adelphia Billing Services Separation; and                   

       (vii) in respect of all Subscribers within the Adelphia Systems who
    receive internet-related services from Powerlink, for a period of 270 days
     after the Closing Date (the "Adelphia Internet Service Period") and subject
to Section 6.05(d),                                                   

             (A) maintain technical and customer service support in a manner
   consistent with past practice, including Tier 1 service, Tier 2
service and technical troubleshooting service;              

         (B) provide email forwarding/DHCP capabilities and maintain
current systems related to such features;                   

(C) maintain all internet circuits;               

              (D) maintain all networking equipment, including CMTS, switches,
and proxy servers located at any headends; and              

           (E) maintain email support through Powerlink and web ordering
through the Adelphia.com world wide web site, if available. 

        (viii) in respect of all Subscribers within the Adelphia Systems who
    receive internet-related or other services from @Home Solutions ("Solution
Services") for a period of 270 days after the Closing Date (the "@Home
Solutions Service Period") and subject to Section 6.05(f),            

             (A) maintain technical and customer service support in a manner
   consistent with past practice, including Tier 1 service, Tier 2
service and technical troubleshooting service;              

               (B) provide email forwarding, if necessary, DHCP capabilities and
maintain current systems related to such features;          

(C) maintain all internet circuits;               

              (D) maintain all networking equipment, including CMTS, switches,
         proxy servers located at any headends, and modems, if applicable; and

 (E) maintain email support through @Home Solutions.

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For the avoidance of doubt, the Adelphia Parties shall be obligated to provide  
the services set forth in clauses (i), (vii) and (viii) through the end of the  
applicable service period both for Adelphia's Subscribers within the Adelphia   
Systems who receive Powerlink internet services and Solutions Services as of the
Closing Date and for Subscribers within the Adelphia System who begin receiving 
such services after the Closing Date but prior to the termination of the        
applicable service period.                                                      

   (b) The Comcast Parties shall provide the following Transitional Services
to the Adelphia Parties for the periods indicated below; provided that, upon the
request of the Adelphia Parties, the Comcast Parties will provide any or all    
such Transitional Services for such additional period as may be reasonably      
requested by the Adelphia Parties if the Adelphia Parties are unable to begin   
providing the relevant service to the Comcast Systems due to the failure of     
Comcast or Comcast's third party service provider to facilitate in a timely     
manner the commencement of such service by Adelphia or Adelphia's third party   
service provider.                                                               

        (i) billing services for the Comcast Systems and for all Subscribers
 served by the Comcast Systems, including Subscribers receiving internet
  services from Excite@Home, for a period ending 60 days after the Closing
  Date; provided that in the case of Excite@Home related billing services,
     such services shall be provided during the Comcast Internet Service Period;

       (ii) provision of daily, weekly and monthly System billing reports,
    together with the data necessary to close the System books and records for
 accounting purposes for the Comcast Systems for a period ending 90 days
after the Closing Date;                                               

    (iii) payment processing and remittance services for the Comcast
Systems for a period ending 60 days after the Closing Date; and       

     (iv) in respect of all Subscribers within the Comcast Systems who
    receive internet-related services from Excite@Home, for a period ending on
  the earlier to occur of (i) 270 days after the Closing Date and (ii) the
     termination by Excite@Home of its services to Comcast in any Comcast System
   or portion thereof (the "Comcast Internet Service Period") and subject to
Section 6.05(e)                                                       

             (A) maintain technical and customer service support in a manner
   consistent with past practice, including Tier 1 service, Tier 2
service and technical troubleshooting service;              

         (B) provide email forwarding/DHCP capabilities and maintain
current systems related to such features;                   

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(C) maintain all internet circuits;               

              (D) maintain all networking equipment, including CMTS, switches,
and proxy servers located at any headends; and              

(E) maintain email support through Excite@Home.   

For the avoidance of doubt, the Comcast Parties shall be obligated to 
provide the services set forth in clauses (i) and (iv) through the end of the   
applicable service period both for Comcast's Subscribers within the Comcast     
Systems who receive Excite@Home internet services as of the Closing Date and for
Subscribers within the Comcast System who begin receiving such services after   
the Closing Date but prior to the termination of the applicable service period. 

  (c) The Adelphia Parties will provide the Comcast Parties (or, following
the consummation of the AT&T Transaction, an Affiliate of AT&T) with the        
following services with respect to the Comcast Broward, Florida cable television
system: (i) customer service call center services for a period ending 120 days  
after the Closing Date and (ii) billing services for a period ending 180 days   
after the Closing Date.                                                         

  (d) In consideration for the Transitional Services to be provided by the
Adelphia Parties described in Section 6.05(a)(vii), Comcast shall pay Adelphia  
an amount equal to 35% of all internet service fees (to the extent related to   
Powerlink-related services) received by Comcast and its Affiliates from         
subscribers within the Adelphia Systems who receive internet services from      
Powerlink during the Adelphia Internet Service Period (the "Adelphia Internet   
Service Fee"). The Adelphia Internet Service Fee shall be payable no later than 
10 days after the end of each calendar month in which the fees are received by  
Comcast and its Affiliates.                                                     

  (e) In consideration for the Transitional Services to be provided by the
Comcast Parties described in Section 6.05(b)(iv), Adelphia shall pay Comcast an 
amount equal to 35% of all internet service fees (to the extent related to      
Excite@Home-related services) received by Adelphia and its Affiliates from      
subscribers within the Comcast Systems who receive internet services from       
Excite@Home during the Comcast Internet Service Period (the "Comcast Internet   
Service Fee"). The Comcast Internet Service Fee shall be payable no later than  
10 days after the end of each calendar month in which the fees are received by  
Adelphia and its Affiliates.                                                    

(f) In consideration for the Solution Services to be provided by the  
Adelphia Parties described above, Comcast shall pay Adelphia an amount equal to 
35% of all Solution Service fees (to the extent related to Solution Services)   
received by Comcast and its Affiliates from subscribers within the Adelphia     
Systems who receive Solution Services during the @Home Solutions Service Period 
(the "@Home Solutions Service Fee"). The @Home Solutions Service                

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Fee shall be payable no later than 10 days after the end of each calendar month 
in which the fees are received by Comcast and its Affiliates.                   

(g) Comcast and Adelphia agree that in respect of all commercial      
Subscribers within the Comcast Systems who receive high speed data services from
Comcast, Comcast and Adelphia shall make a good faith effort to agree upon terms
and conditions for the delivery by Comcast of transition services after the     
Closing Date. To the extent that it is commercially reasonable, Comcast shall   
make a good faith effort to provide such services for a 180 day period.         

   SECTION 6.06. Cooperation upon Inquiries as to Rates. Each Transferor and
its related Transferee agree as follows:                                        

(a) For a period of twelve (12) months after Closing, Transferor will 
cooperate with and assist Transferee by providing, upon request, all information
in Transferor's possession (and not previously provided to Transferee) relating 
directly to the rates set forth in Schedules 4.10 or 5.10, as applicable, or on 
any of the FCC Forms identified in Sections 4.11(d) or 5.11(d) that Transferee  
may reasonably require to justify such rates in response to any inquiry, order  
or requirement of any Governmental Authority or any Rate Regulatory Matter (as  
defined below) instituted before or after the date of this Agreement.           

   (b) If at any time after Closing, any Governmental Authority continues or
commences a Rate Regulatory Matter with respect to a System transferred to      
Transferee involving any time period prior to Closing, Transferee will (i)      
promptly notify Transferor, and (ii) keep Transferor informed as to the progress
of any such proceeding. Transferor will have the right to participate, at its   
expense, in the defense of such matter. Notwithstanding the provisions set forth
in Article 8 of this Agreement, Transferee may settle any such Rate Regulatory  
Matter only upon Transferor's prior written consent, which consent will not be  
unreasonably withheld, if Transferor will bear any liability with respect to    
such settlement in accordance with Article 8 hereof or otherwise.               

   (c) For purposes hereof, "Rate Regulatory Matter" means any proceeding or
investigation with respect to a System arising out of or related to the Cable   
Act (other than those affecting the cable television industry generally) dealing
with, limiting or affecting the rates which can be charged by such System for   
programming, equipment, installation, service or otherwise.                     

(d) If Transferor is required following Closing pursuant to any Rate  
Regulatory Matter or any other Legal Requirement, settlement or otherwise to    
reimburse any Subscribers of Transferor's Systems any Subscriber payments       
previously made by it, including fees for cable television service, late fees   
and similar payments, Transferee will, at Transferor's request, make such       
reimbursement through Transferee's billing system on terms reasonably specified 
by Transferee. In such event, Transferor will pay to Transferee all such        
payments made by Transferee through its billing system. Without limiting the    
foregoing,                                                                      

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Transferee will provide to Transferor all information in its possession that is 
reasonably required by Transferor in connection with such reimbursement.        

  (e) For purposes of the foregoing, the fact that the Comcast Parties are
transferring to the Adelphia Parties Comcast LLC Interests rather than assets   
and liabilities shall be disregarded.                                           

SECTION 6.07. Books and Records. Each party agrees to maintain in its 
possession for a period of 3 years after Closing, and provide access by the     
other party upon reasonable notice and at reasonable times to, all books and    
records transferred to such party pursuant to this Agreement (or transferred to 
a Comcast LLC prior to the execution of this Agreement); provided that a party  
may destroy any such books and records so transferred after having given the    
other party reasonable notice of its intent to do so and a reasonable           
opportunity to obtain such books and records.                                   

SECTION 6.08. Taxes. (a) Each party agrees to furnish or cause to be  
furnished to each other party, upon request, as promptly as practicable, such   
information and assistance relating to the Assets (including, without           
limitation, access to books and records) as is reasonably necessary for the     
filing of all Tax returns, the making of any election relating to Taxes, the    
preparation for any audit by any taxing authority, and the prosecution or       
defense of any claim, suit or proceeding relating to any Tax. Each party shall  
retain all books and records with respect to Taxes pertaining to the Assets for 
a period of at least six years following the date hereof. At the end of such    
period, each party shall provide the other with at least ten days prior written 
notice before destroying any such books and records, during which period the    
party receiving such notice can request the party possessing such books and     
records to retain them for an additional reasonable period of time by notice to 
the party possessing such records specifying the reason for such request.       
Approval of such request shall not be unreasonably withheld by the party        
possessing such books and records. Each party shall cooperate with each other in
the conduct of any audit or other proceeding relating to Taxes involving the    
Assets.                                                                         

     (b) All real property taxes, personal property taxes and similar ad valorem
obligations levied with respect to the Assets for a taxable period which        
includes (but does not end on) the date hereof (collectively, the "Apportioned  
Obligations") shall be apportioned between the applicable Transferor and the    
applicable Transferee based on the number of days of such taxable period        
included in the Pre-Closing Tax Period and the number of days of the            
Post-Closing Tax Period. Such Transferor shall be liable for the proportionate  
amount of such taxes that is attributable to the Pre-Closing Tax Period, and    
such Transferee shall be liable for the proportionate amount of such taxes that 
is attributable to the Post-Closing Tax Period.                                 

  (c) All sales, use, transfer and similar taxes or assessments, including
transfer fees and similar assessments for Franchises, Licenses and Contracts,   

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arising from or payable by reason of the conveyance of the Adelphia Assets and  
the Comcast Assets (collectively, "Transfer Taxes"), will be paid by the        
applicable Transferor. Each applicable Transferor represents and warrants to the
applicable Transferee that, with respect to the transactions contemplated by    
this agreement, such Transferor is entitled to an exemption from Transfer Taxes 
for isolated, casual or occasional sales in each jurisdiction that would        
otherwise impose a Transfer Tax on the transactions. Each such Transferor and   
Transferee shall cooperate in providing each other with any appropriate resale  
exemption certifications and other similar documentation.                       

  (d) Apportioned Obligations and Transfer Taxes shall be timely paid, and
all applicable filings, reports and returns shall be timely filed, as provided  
by applicable law. The paying party shall be entitled to reimbursement from the 
non-paying party in accordance with this Section 6.08(a). Upon payment of any   
such Apportioned Obligation or Tax, the paying party shall present a statement  
to the non-paying party setting forth the amount of reimbursement to which the  
paying party is entitled under this Section 6.08, together with such supporting 
evidence as is reasonably necessary to calculate the amount to be reimbursed.   
The non-paying party shall make such reimbursement promptly but in no event     
later than 10 days after the presentation of such statement. Any payment not    
made within such time shall bear interest at the Prime Rate for each day until  
paid.                                                                           

 SECTION 6.09. Estoppel Certificates. Prior to Closing, each Transferor,
with respect to each of its Systems and Assets, has used its commercially       
reasonable efforts to obtain certificates in form reasonably acceptable to its  
Transferee, executed by the lessor of each of the Comcast Leases under which a  
Comcast Entity is a lessee and which is preceded by a triple asterisk on        
Schedule 2.01(b)(ii)(A), in the case of a Comcast Entity (the "Comcast Estoppel 
Certificates"), and by the lessor of each of the Adelphia Leases under which an 
Adelphia Entity is a lessee and which is preceded by a triple asterisk on       
Schedule 2.01(b)(ii)(B), in the case of an Adelphia Entity (the "Adelphia       
Estoppel Certificates"), each certifying that the respective real property lease
has not been modified except as shown and is in full force and effect and that  
the parties are not in default thereunder, and stating the amount of the rent   
payable thereunder.                                                             

SECTION 6.10. Termination of Certain Affiliate Contracts. The Comcast 
Entities have terminated prior to Closing all Contracts listed on Schedule 4.18 
(except for those agreements designated with an asterisk) and the Adelphia      
Entities have terminated prior to Closing all contracts listed on Schedule 5.18 
(except for those agreements designated with an asterisk).                      

 SECTION 6.11. Change of Names of Comcast LLCs. Adelphia shall, promptly
and in any event within 90 days after the Closing Date, change the name of each 
Comcast LLC with the relevant authority in each Comcast LLC's jurisdiction of   
formation to remove "Comcast" and "Jones" from the name of each such entity.    

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SECTION 6.12. Payment of Gateway Proceeds. If Adelphia or any of its  
Affiliates sells the Gateway Partnership Interest pursuant to the right of first
refusal set forth in Section 12.1 of the Gateway Partnership Agreement or       
otherwise, and such sale occurs on or prior to June 30, 2001, Adelphia shall pay
to Comcast, or any Affiliate designated by Comcast, the greater of the proceeds 
of such sale or $247,900 (the "Gateway Proceeds") within 5 days of such sale. If
such sale does not occur by June 30, 2001 and on such date there are no consents
required to be obtained to transfer the Gateway Partnership Interest pursuant to
the Gateway Partnership Agreement and Adelphia has complied with Section 12.1 of
the Gateway Partnership Agreement, Adelphia shall transfer the Gateway          
Partnership Interest to Comcast or its designated Affiliate free and clear of   
any Liens except those under the Gateway Partnership Agreement; provided,       
however, that if Adelphia or any of its Affiliates shall fail to receive any    
consents required by the Gateway Partnership Agreement or fail to comply with   
Section 12.1 of the Gateway Partnership Agreement, then on June 30, 2001,       
Adelphia shall pay Comcast $247,900. The payment of the Gateway Proceeds upon   
the sale by Adelphia or any of its Affiliates of the Gateway Partnership        
Interest or $247,900 on June 30, 2001 shall hereinafter be referred to as the   
"Gateway Payment." Adelphia shall provide two (2) days' written notice to       
Comcast in advance of any payments due pursuant to this Section 6.13.           

 SECTION 6.13 . Telephony Services. (a) Comcast and its Affiliates shall
assume the Service Agreement effective as of December 1, 1997 between Adelphia  
Communications Corporation and PECO Adelphia Communications (the "Lansdale      
Agreement") subject to the right of termination set forth therein. If Comcast at
any time elects to terminate the Lansdale Agreement in accordance with its      
terms, Adelphia shall promptly cause PECO Adelphia Communications to remove all 
equipment owned or leased by it located on real property owned or leased by     
Comcast or its Affiliates. Adelphia shall indemnify Comcast against any Losses  
arising out of the removal of such equipment.                                   

   SECTION 6.14 . Transfer of Jones Telecommunications. Within 5 days of the
approval of the revocation of the CPCN (the "Palmdale License") by the          
California Public Utility Commission, Comcast shall cause Jones Holdings II,    
LLC, a Colorado limited liability company ("Jones Holdings"), to transfer to    
Adelphia Business Solutions Operations, Inc. all of Jones Holdings' right, title
and interest in, to and under substantially all of the assets utilized in       
connection with the operation of an ATM network for the Palmdale School         
District, except for the Palmdale License, and Adelphia Business Solutions      
Operations, Inc. shall assume all related liabilities and obligations. For the  
avoidance of doubt, such assets are not being transferred at Closing, and the   
failure to transfer such assets at Closing will not constitute a breach of any  
provision of this Agreement.                                                    

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 ARTICLE 7
 CLOSING

SECTION 7.01. Closing. The closing of the transactions contemplated by
this Agreement ("Closing") is taking place promptly after the execution and     
delivery of this Agreement at the offices of Davis Polk & Wardwell, 450         
Lexington Avenue, New York, NY 10017.                                           

SECTION 7.02. Adelphia's Obligations. At Closing, Adelphia or the     
applicable Adelphia Party is delivering or causing to be delivered to Comcast or
the applicable Comcast Party the following:                                     

     (a) Bill of Sale and Assignment and Assumption Agreements. An executed Bill
of Sale and Assignment and Assumption Agreements in the form of Exhibit 7.02(a).

   (b) Vehicle Titles. Title certificates to all vehicles included among the
Adelphia Assets, endorsed for transfer of title to the applicable Comcast       
Entity, and separate bills of sale therefor, if required by the laws of the     
States in which such vehicles are titled.                                       

    (c) Deeds and Other Real Estate Transfer Documents. Special warranty deeds
conveying to the applicable Comcast Entity, subject only to Permitted Liens,    
each parcel of the Adelphia Owned Property, assignments of leases of Adelphia   
Leased Property and such other documents as may be necessary to convey other    
Real Property Interests, in each case, in form and substance reasonably         
satisfactory to Comcast.                                                        

   (d) Title Policies. ALTA extended coverage owner's and leasehold policies
of title insurance (the "Adelphia Title Policies"), insuring the applicable     
Comcast Entity's fee or leasehold title in each parcel of the Adelphia Owned    
Property and Leased Property marked by an asterisk on Schedule 2.01(b)(ii)(B)   
endorsed to delete or modify to the satisfaction of Comcast the standard printed
exceptions (including, only with respect to those Adelphia Owned and Leased     
Properties marked by a double asterisk on Schedule 2.01(b)(ii)(B), with respect 
to survey matters) and to delete or insure over any title defects, other than   
Permitted Liens, or the irrevocable written commitment of the Title Company to  
deliver the Adelphia Title Policies.                                            

(e) Adelphia FCC Counsel Opinion. An opinion of Fleischman & Walsch,  
special FCC counsel to Adelphia, dated as of Closing.                           

     (f) Adelphia Counsel Opinion. An opinion of Colin Higgin, deputy counsel to
Adelphia, dated as of Closing.                                                  

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     (g) Estoppel Certificates. Any estoppel certificates obtained in respect of
the Adelphia Leases.                                                            

   (h) Lien Releases. Evidence satisfactory to Comcast that all Liens (other
than Permitted Liens) affecting or encumbering the Adelphia Assets have been    
terminated, released or waived, as appropriate, or original, executed           
instruments in form and substance satisfactory to Comcast effecting such        
terminations, releases or waivers.                                              

    (i) FIRPTA Certificate. A FIRPTA Non-Foreign Seller Certificate certifying
that none of the Adelphia Entities is a foreign person within the meaning of    
Section 1445 of the Code, reasonably satisfactory in form and substance to      
Comcast.                                                                        

(j) Books and Records. All Adelphia Books and Records. Delivery of the
foregoing will be deemed made to the extent such lists, files and records are   
then located at any of the offices included in the Adelphia Owned Property or   
Leased Property.                                                                

     (k) Services Agreement. A services agreement between Ft. Myers Cablevision,
LLC ("Adelphia Recipient") and Comcast Cablevision Corporation of California,   
LLC ("Comcast Provider") providing for the management by the Comcast Provider of
cable services to the Gateway cable television system located in Fort Lee,      
Florida from the date hereof until June 30, 2001 (the "Gateway Services         
Agreement") duly executed by the Adelphia Recipient.                            

(l) Other. Documents evidencing the Adelphia Entities' existence, good
standing and authority to enter into the transactions contemplated hereby.      

    SECTION 7.03. Comcast's Obligations. At Closing, Comcast or the applicable
Comcast party is delivering or causing to be delivered to Adelphia or the       
applicable Adelphia party the following:                                        

    (a) Assignment of LLC Interests. Instruments of assignment for the Comcast
LLC Interests with any required transfer stamps affixed thereto.                

(b) Vehicle Titles. To the extent not previously transferred to the   
applicable Comcast New LLC or registered in the name of a Comcast Converted LLC,
title certificates to all vehicles included among the Comcast Assets, endorsed  
for transfer of title to the applicable Comcast LLC, and separate bills of sale 
therefor, if required by the laws of the States in which such vehicles are      
titled.                                                                         

(c) Deeds and Other Real Estate Transfer Documents. To the extent not 
previously transferred to the applicable Comcast New LLC or recorded in the name
of a Comcast Converted LLC, special warranty deeds conveying to the applicable  
Comcast LLC, subject only to Permitted Liens, each parcel of the                

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Comcast Owned Property, assignments of leases of Comcast Leased Property and    
such other documents as may be necessary to convey other Real Property          
Interests, in each case, in form and substance reasonably satisfactory to       
Adelphia.                                                                       

   (d) Title Policies. ALTA extended coverage owner's and leasehold policies
of title insurance (the "Comcast Title Policies"), insuring the applicable      
Comcast LLC's fee or leasehold title in each parcel of the Comcast Owned        
Property and Leased Property marked by an asterisk on Schedule 2.01(b)(ii)(A),  
endorsed to delete or modify to the satisfaction of Adelphia the standard       
printed exceptions (including, only with respect to those Comcast Owned and     
Leased Properties marked by a double asterisk on Schedule 2.01(b)(ii)(A), with  
respect to survey matters) and to delete or insure over any title defects, other
than Permitted Liens, or the irrevocable written commitment of the Title Company
to deliver the Comcast Title Policies.                                          

 (e) Comcast FCC Counsel Opinion. An opinion of Dow, Lohnes & Albertson,
special FCC counsel to Comcast, dated as of the Closing.                        

(f) Comcast Counsel Opinion. An opinion of Arthur Block, counsel to   
Comcast, dated as of Closing.                                                   

     (g) Estoppel Certificates. Any estoppel certificates obtained in respect of
the Comcast Leases.                                                             

    (h) Lien Releases. Evidence satisfactory to Adelphia that all Liens (other
than Permitted Liens) affecting or encumbering the Comcast Assets have been     
terminated, released or waived, as appropriate, or original, executed           
instruments in form and substance satisfactory to Adelphia effecting such       
terminations, releases or waivers.                                              

    (i) FIRPTA Certificate. A FIRPTA Non-Foreign Seller Certificate certifying
that none of the Comcast Entities is a foreign person within the meaning of     
Section 1445 of the Code, reasonably satisfactory in form and substance to      
Adelphia.                                                                       

(j) Books and Records. All Comcast Books and Records. Delivery of the 
foregoing will be deemed made to the extent such lists, files and records are   
then located at any of the offices included in the Comcast Owned Property or    
Leased Property.                                                                

(k) Assignment of Adlink Interest. An instrument of assignment for all
limited liability company interests of Adlink held by Comcast PA.               

(l) Gateway Services Agreement. The Gateway Services Agreement duly   
executed by the Comcast Provider.                                               

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 (m) Other. Documents evidencing the Comcast Entities' and Comcast LLCs'
existence and good standing and the Comcast Entities' authority to enter into   
the transactions contemplated hereby.                                           

ARTICLE 8 
 INDEMNIFICATION

SECTION 8.01. Indemnification by Adelphia. From and after Closing, the
Adelphia Entities, jointly and severally, will indemnify and hold harmless      
Comcast and its Affiliates, shareholders, officers, employees, agents and       
representatives, and any Person claiming by or through any of them, as the case 
may be, from and against any and all Losses arising out of or resulting from:   

     (a) any representations and warranties made by any of the Adelphia Entities
in this Agreement or in any Transaction Document not being true and accurate in 
all respects (determined without regard to any materiality or Material Adverse  
Effect qualification contained therein) when made or at Closing (or, in the case
of any representation or warranty made as of a specific date, as of such date); 

(b) any failure by the Adelphia Entities (or, after the Closing, the  
Comcast LLCs) to perform in all respects any of their respective covenants,     
agreements, or obligations in this Agreement or in any Transaction Document;    

   (c) other than with respect to Comcast Assumed Liabilities, the ownership
or operation of the Adelphia Assets or the Adelphia Systems prior to the Closing
Time;                                                                           

(d) all Adelphia Excluded Liabilities;                                

(e) the Adelphia Assumed Liabilities;                                 

(f) the Adelphia Excluded Assets;                                     

    (g) any Asset or any claim or right or any benefit arising thereunder held
by a Comcast Entity for the benefit of an Adelphia Entity or a Comcast LLC      
pursuant to Section 6.04(b);                                                    

   (h) with respect to the Adelphia Systems or Assets, any Environmental Law
and actions occurring or conditions existing on or prior to the Closing Date    
(including matters disclosed or required to be disclosed in Schedule 5.16);     

    (i) any failure to obtain any consent, approval or authorization disclosed
on Schedule 5.03 or 5.26 or which would have been required to be disclosed on   
either such Schedule if all qualifications as to materiality or Material Adverse
Effect contained therein were removed provided, however, that the               

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Adelphia Entities shall be liable for all Losses (including, for purposes of    
this proviso, incidental and consequential losses) related to or arising out of 
their failure to comply with any applicable provision of the New Jersey         
Industrial Site Recovery Act in connection with this transaction;               

(j) any title defect listed on Schedule 6.02(b); or                   

     (k) any deed delivered by Comcast Cablevision Communications, Inc. pursuant
to Section 6.02(d)(i).                                                          

If, by reason of the claim of any third party relating to any of the  
matters subject to such indemnification, a Lien is placed or made upon any of   
the properties or assets owned or leased by a Comcast Entity or any other       
Indemnitee under this Section, in addition to any indemnity obligation of the   
Adelphia Entities under this Section, Adelphia will furnish a bond sufficient to
obtain the prompt release thereof within 10 days after receipt from Comcast of  
notice thereof.                                                                 

SECTION 8.02. Indemnification by Comcast. From and after Closing, the 
Comcast Entities (other than the Comcast LLCs), jointly and severally, will     
indemnify and hold harmless Adelphia, its Affiliates (including, after the      
Closing, the Comcast LLCs), officers and directors, employees, agents and       
representatives, and any Person claiming by or through any of them, as the case 
may be, from and against any and all Losses arising out of or resulting from:   

   (a) any representations and warranties made by any Comcast Entity in this
Agreement or in any Transaction Document not being true and accurate in all     
respects (determined without regard to any materiality or Material Adverse      
Effect qualification contained therein when made or at Closing (or, in the case 
of any representation or warranty made as of a specific date, as of such date));

   (b) any failure by the Comcast Entities (including, prior to the Closing,
the Comcast LLCs,) to perform in all respects any of their respective covenants,
agreements, or obligations in this Agreement or in any Transaction Document;    

    (c) other than with respect to Adelphia Assumed Liabilities, the ownership
or operation of the Comcast Assets or the Comcast Systems prior to the Closing  
Time;                                                                           

(d) all Comcast Excluded Liabilities;                                 

(e) the Comcast Assumed Liabilities;                                  

(f) the Comcast Excluded Assets;                                      

    (g) any Asset or any claim or right or any benefit arising thereunder held
by an Adelphia Entity for the benefit of a Comcast Entity pursuant to Section   
6.04(b);                                                                        

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  (h) with respect to the Comcast Systems or Assets, any Environmental Law
and actions occurring or conditions existing on or prior to the Closing Date    
(including matters disclosed or required to be disclosed in Schedule 4.16);     

    (i) any failure to obtain any consent, approval or authorization disclosed
on Schedule 4.03 or 4.26 or which would have been required to be disclosed on   
either such Schedule if all qualifications as to materiality or Material Adverse
Effect contained therein were removed; or                                       

(j) any title defect listed on Schedule 6.02(a).                      

If, by reason of the claim of any third party relating to any of the  
matters subject to such indemnification, a Lien is placed or made upon any of   
the properties or assets owned or leased by an Adelphia Entity or any other     
Indemnitee under this Section, in addition to any indemnity obligation of the   
Comcast Entities under this Section, Comcast will furnish a bond sufficient to  
obtain the prompt release thereof within 10 days after receipt from Adelphia of 
notice thereof.                                                                 

SECTION 8.03. Procedure for Certain Indemnified Claims. Promptly after
receipt by a party entitled to indemnification hereunder (the "Indemnitee") of  
written notice of the assertion or the commencement of any Litigation with      
respect to any matter referred to in Sections 8.01 or 8.02 or the assertion by  
any Governmental Authority of a claim of noncompliance under any Franchise      
relating, in whole or in part, to any pre-Closing period (a "Franchise Matter"),
the Indemnitee will give written notice thereof to the party or parties from    
whom indemnification is sought pursuant hereto (the "Indemnitor") and thereafter
will keep the Indemnitor reasonably informed with respect thereto; provided that
failure of the Indemnitee to give the Indemnitor notice and keep it reasonably  
informed as provided herein will not relieve the Indemnitor of its obligations  
hereunder, except to the extent that such failure to give notice will prejudice 
any defense or claim available to the Indemnitor. The Indemnitor will be        
entitled to assume the defense of any such Litigation or Franchise Matter with  
counsel reasonably satisfactory to the Indemnitee, at the Indemnitor's sole     
expense. If the Indemnitor assumes the defense of any Litigation or Franchise   
Matter, (i) it will not settle the Litigation or Franchise Matter unless the    
settlement will include as an unconditional term thereof the giving by the      
claimant or the plaintiff of a release of the Indemnitee, satisfactory to the   
Indemnitee, from all liability with respect to such Litigation or Franchise     
Matter and (ii) it shall indemnify and hold the Indemnitee harmless from and    
against any and all Losses caused by or arising out of any settlement or        
judgment of such claim and may not claim that it does not have an               
indemnification obligation with respect thereto. If the Indemnitor does not     
assume the defense of any Litigation or Franchise Matter, the Indemnitee may    
defend against or settle such claim in such manner and on such terms as it in   
good faith deems appropriate and shall be entitled to indemnification in respect
thereof in accordance with Section 8.01 or 8.02, as applicable. Each party shall
cooperate, and cause their respective Affiliates to cooperate, in the defense or
prosecution of any Litigation or Franchise Matter and shall furnish or cause to 
be                                                                              

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furnished such records, information and testimony, and attend such conferences, 
discovery proceedings, hearings, trials or appeals, as may be reasonably        
requested in connection therewith.                                              

SECTION 8.04. Determination of Indemnification Amounts and Related    
Matters. (a) The Adelphia Entities will have no liability under Section 8.01(a) 
unless the aggregate amount of Losses otherwise subject to their indemnification
obligations thereunder exceeds $5.0 million (the "Minimum Damage Requirement"), 
in which case the Adelphia Entities, jointly and severally, shall be liable for 
the full amount of such Losses and not just for the amount of such excess;      
provided that for purposes of this paragraph the Minimum Damage Requirement will
not apply to any Losses resulting from or arising out of breaches of the        
representations and warranties in Sections 5.01, 5.02, 5.03, 5.04 (relating to  
title to the Adelphia Assets), 5.09, 5.15, 5.25, 5.26, 5.28 or 5.31. The maximum
liability of the Adelphia Entities in the aggregate under Section 8.01(a) shall 
not exceed $200.0 million (the "Cap"); provided that for purposes of this       
paragraph the Cap shall not apply to breaches of the representations and        
warranties in Sections 5.01, 5.02, 5.03, 5.04 (relating to title to the Adelphia
Assets), 5.09, 5.15, 5.25, 5.26, 5.28 or 5.31.                                  

(b) The Comcast Entities will have no liability under Section 8.02(a) 
unless the aggregate amount of Losses otherwise subject to their indemnification
obligations thereunder exceeds the Minimum Damage Requirement, in which case the
Comcast Entities, jointly and severally, shall be liable for the full amount of 
such Losses and not just for the amount of such excess; provided that for       
purposes of this paragraph the Minimum Damage Requirement will not apply to any 
Losses resulting from or arising out of breaches of the representations and     
warranties in Sections 4.01, 4.02, 4.03, 4.04 (relating to title to the Comcast 
Assets) 4.09, 4.15, 4.25, 4.26, 4.28, 4.31, 4.32, 4.33 or 4.34. The maximum     
liability of the Comcast Entities in the aggregate under Section 8.02(a) shall  
not exceed the Cap; provided that for purposes of this paragraph the Cap shall  
not apply to breaches of the representations and warranties in Sections 4.01,   
4.02, 4.03, 4.04 (relating to title to the Comcast Assets), 4.09, 4.15, 4.25,   
4.26, 4.28, 4.31, 4.32, 4.33 or 4.34.                                           

   (c) Amounts payable by the Indemnitor to the Indemnitee in respect of any
Losses under Sections 8.01 or 8.02 will be payable by the Indemnitor as incurred
by the Indemnitee, and will bear interest at the Prime Rate plus 2% from the    
date the Losses for which indemnification is sought were incurred by the        
Indemnitee until the date of payment of indemnification by the Indemnitor.      

  SECTION 8.05. Time and Manner of Certain Claims. The representations and
warranties of Comcast and Adelphia in this Agreement and any Transaction        
Document will survive Closing for a period of 12 months; provided that the      
representations and warranties of the parties contained in Sections 4.04 and    
5.04 of this Agreement relating to the title to a parcel of Owned Property or a 
Real Property Interest marked by an asterisk on Schedule 2.01(b)(ii)(A) or      
Schedule                                                                        

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2.01(b)(ii)(B), as applicable, shall not survive the Closing if a Title Policy  
is delivered with respect to such Owned Property or Real Property Interest at   
Closing. Notwithstanding the foregoing, (i) the liability of the parties will   
extend beyond the 12-month period following Closing with respect to any claim   
which has been asserted in a bona fide written notice before the expiration of  
such 12-month period specifying in reasonable detail the facts and circumstances
giving rise to such right, (ii) all such representations and warranties with    
respect to any federal, state or local Taxes (Sections 4.09 and 5.09), with     
respect to any FCC or Copyright matters (Sections 4.11 and 5.11) and with       
respect to any environmental matters (Sections 4.16 and 5.16) will survive until
the expiration of the applicable statute of limitations (giving effect to any   
waiver, mitigation or extension thereof), and (iii) the representations and     
warranties of the parties in Sections 4.01, 4.02, 4.03, 4.15, 4.25, 4.26, 4.28, 
4.31, 4.32, 4.33, 4.34, 5.01, 5.02, 5.03, 5.15, 5.25, 5.26, 5.28 or 5.31 will   
survive Closing and will continue in full force and effect without limitation.  

    SECTION 8.06. Other Indemnification. The provisions of Sections 8.03, 8.04
and 8.05 will be applicable to any claim for indemnification made under any     
other provision of this Agreement, and all references in Sections 8.03, 8.04 and
8.05 to Sections 8.01 and 8.02 will be deemed to be references to such other    
provisions of this Agreement.                                                   

SECTION 8.07. Exclusivity. Except as specifically set forth in this   
Agreement, each Party waives any rights and claims it may have against the other
Parties to this Agreement, whether in law or in equity, relating to the Systems 
or the Assets or the transactions contemplated hereby. After the Closing,       
Article 8 will provide the exclusive remedy for any misrepresentation or breach 
of warranty arising out of this Agreement or the transactions contemplated      
hereby.                                                                         

ARTICLE 9 
MISCELLANEOUS PROVISIONS

SECTION 9.01. Expenses. Except as otherwise specifically provided in  
Section 9.17 or elsewhere in this Agreement, each of the parties will pay its   
own expenses (including any expenses related to such party's use of a qualified 
intermediary) and the fees and expenses of its counsel, accountants, and other  
experts in connection with this Agreement; provided that all filing fees under  
the HSR Act will be divided equally between the Parents.                        

   SECTION 9.02. Brokers. The Adelphia Entities, jointly and severally, will
indemnify and hold Comcast and its Affiliates harmless from and against any and 
all Losses arising from any employment by Adelphia or its Affiliates of, or     
services rendered to it or its Affiliates by, any finder, broker, agency or     
other intermediary, in connection with the transactions contemplated hereby, or 
any allegation of any such employment or services. The Comcast Entities (other  
than the Comcast LLCs), jointly and severally, will indemnify and hold Adelphia 
and                                                                             

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its Affiliates harmless from and against any and all Losses arising from any    
employment by Comcast or its Affiliates of, or services rendered to it or its   
Affiliates by, any finder, broker, agency or other intermediary, in connection  
with the transactions contemplated hereby, or any allegation of any such        
employment or services.                                                         

    SECTION 9.03. Performance of Obligations of Parties. Each Parent agrees to
take all action necessary to cause its Affiliates which are Parties to this     
Agreement (and, in the case of Adelphia, the Comcast LLCs) to perform their     
respective obligations under this Agreement as if such Parent were a party to   
such obligations and were directly responsible therefor.                        

SECTION 9.04. Waivers. No action taken pursuant to this Agreement,    
including any investigation by or on behalf of any party hereto, will be deemed 
to constitute a waiver by the party taking the action of compliance with any    
representation, warranty, covenant or agreement contained herein or in any      
Transaction Document. The waiver by any party hereto of any condition or of a   
breach of another provision of this Agreement or any Transaction Document will  
be in writing and will not operate or be construed as a waiver of any other     
condition or subsequent breach. The waiver by any party of any of the conditions
precedent to its obligations under this Agreement will not preclude it from     
seeking redress for breach of this Agreement other than with respect to the     
condition so waived.                                                            

SECTION 9.05. Notices. All notices, requests, demands, applications,  
services of process and other communications which are required to be or may be 
given under this Agreement or any Transaction Document will be in writing and   
will be deemed to have been duly given if sent by telecopy or facsimile         
transmission, upon answer back requested, or delivered by courier or mailed,    
certified first class mail, postage prepaid, return receipt requested, to the   
parties at the following addresses:                                             

To Adelphia:             Adelphia Communications Corporation          
1 North Main Street 
           Coudersport, Pennsylvania 16915
    ATTN: Colin Higgin, Esq.
Fax: (814) 274-6586 
 Phone: (814) 274-9830
And                 

                       Buchanan Ingersoll Professional Corporation
One Oxford Centre   
         301 Grant Street-- 20th Floor
          Pittsburgh, Pennsylvania 15219
 ATTN: Bruce I. Booken
Fax: (412) 562-1041 

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 Phone: (412) 562-8839

To Comcast:              Comcast Corporation                          
1500 Market Street  
                 Philadelphia, Pennsylvania 19102-2184
 ATTN: General Counsel
Fax: (215) 981-7794 
 Phone: (215) 665-1700

Copies (which shall not  Davis Polk & Wardwell                        
constitute notice)       450 Lexington Avenue                         
    New York, New York 10017
   ATTN: William L. Taylor
Fax: (212) 450-4800 
 Phone: (212) 450-4000

or to such other address as any party will have furnished to the other by notice
given in accordance with this Section. Such notice will be effective, (i) if    
delivered in person or by courier, upon actual receipt by the intended          
recipient, or (ii) if sent by telecopy or facsimile transmission, upon          
confirmation of transmission received, or (iii) if mailed, upon the date of     
delivery as shown by the return receipt therefor.                               

 SECTION 9.06. Entire Agreement; Prior Representations; Amendments. This
Agreement supersedes the Letter Agreements and embodies the entire agreement    
between the parties hereto with respect to the subject matter hereof and        
supersedes all prior representations, agreements and understandings, oral or    
written, with respect thereto. Notwithstanding any representations which may    
have been made by either party in connection with the transactions contemplated 
by this Agreement, each party acknowledges that it has not relied on any        
representation by the other party with respect to such transactions, the Assets,
or the Systems except those contained in this Agreement, the Schedules or the   
Exhibits hereto. This Agreement may not be modified orally, but only by an      
agreement in writing signed by the party or parties against whom any waiver,    
change, amendment, modification or discharge may be sought to be enforced.      

SECTION 9.07. Specific Performance. The parties recognize that their  
rights under this Agreement are unique and, accordingly, the parties will, in   
addition to such other remedies as may be available to any of them at law or in 
equity, have the right to enforce their rights hereunder by actions for         
injunctive relief and specific performance to the extent permitted by applicable
law so long as the party seeking such relief is prepared to consummate the      
transactions contemplated hereby and the transactions will be accomplished in a 
manner that qualifies as a like-kind exchange under Section 1031 of the Code.   
The parties agree that monetary damages would not be adequate compensation for  
any loss incurred by reason of a breach of the provisions of this Agreement and 
hereby agree to waive the defense in any action for specific performance that a 
remedy at                                                                       

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law would be adequate. The parties waive any requirement for security or the    
posting of any bond or other surety in connection with any temporary or         
permanent award or injunctive, mandatory or other equitable relief.             

    SECTION 9.08. Jurisdiction. Except as otherwise expressly provided in this
Agreement, the parties hereto agree that any suit, action or proceeding seeking 
to enforce any provision of, or based on any matter arising out of or in        
connection with, this Agreement, the Transaction Documents or the transactions  
contemplated hereby or thereby may be brought in the United States District     
Court for the District of Delaware or any Delaware State court, and each of the 
parties hereby consents to the jurisdiction of such courts (and of the          
appropriate appellate courts therefrom) in any such suit, action or proceeding  
and irrevocably waives, to the fullest extent permitted by law, any objection   
which it may now or hereafter have to the laying of the venue of any such suit, 
action or proceeding in any such court or that any such suit, action or         
proceeding which is brought in any such court has been brought in an            
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction  
of any such court. Without limiting the foregoing, each party agrees that       
service of process on such party as provided in Section 9.05 shall be deemed    
effective service of process on such party.                                     

SECTION 9.09. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY 
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING   
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR THE   
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.                                    

  SECTION 9.10. Binding Effect; Benefits. This Agreement will inure to the
benefit of and will be binding upon the parties hereto and their respective     
heirs, legal representatives, successors, and permitted assigns. None of the    
Comcast Entities or the Adelphia Entities will assign this Agreement or delegate
any of its duties hereunder to any other Person without the prior written       
consent of the other Parent, which consent will not be unreasonably withheld;   
provided, however, that pursuant to Section 3.05, each of the Comcast Entities  
and the Adelphia Entities may assign this Agreement to one or more qualified    
intermediaries for the purposes of one or more 1031 Exchanges. For purposes of  
this Section, any change in control of Comcast or Adelphia will not constitute  
an assignment by it of this Agreement.                                          

SECTION 9.11. Headings and Schedules. The section and other headings  
contained in this Agreement are for reference purposes only and will not affect 
the meaning or interpretation of this Agreement. Reference to Schedules will,   
unless otherwise indicated, refer to the Schedules attached to this Agreement,  
which will be incorporated in and constitute a part of this Agreement by such   
reference.                                                                      

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  SECTION 9.12. Counterparts. This Agreement may be executed in any number
of counterparts, each of which, when executed, will be deemed to be an original 
and all of which together will be deemed to be one and the same instrument.     

    SECTION 9.13. GOVERNING LAW. THE VALIDITY, PERFORMANCE, AND ENFORCEMENT OF
THIS AGREEMENT AND ALL TRANSACTION DOCUMENTS, UNLESS EXPRESSLY PROVIDED TO THE  
CONTRARY, WILL BE GOVERNED BY THE LAWS OF THE STATE DELAWARE, WITHOUT GIVING    
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.                     

   SECTION 9.14. Severability. Any term or provision of this Agreement which
is invalid or unenforceable will be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable the remaining    
rights of the Person intended to be benefitted by such provision or any other   
provisions of this Agreement.                                                   

    SECTION 9.15. Third Parties; Joint Ventures. This Agreement constitutes an
agreement solely among the parties hereto, and, except as otherwise provided in 
Article 8, is not intended to and will not confer any rights, remedies,         
obligations, or liabilities, legal or equitable, including any right of         
employment, on any Person other than the parties hereto and their respective    
successors, or assigns, or otherwise constitute any Person a third party        
beneficiary under or by reason of this Agreement. Nothing in this Agreement,    
expressed or implied, is intended to or will constitute the parties hereto      
partners or participants in a joint venture.                                    

   SECTION 9.16. Construction. This Agreement has been negotiated by Comcast
and Adelphia and their respective legal counsel, and legal or equitable         
principles that might require the construction of this Agreement or any         
provision of this Agreement against the party drafting this Agreement will not  
apply in any construction or interpretation of this Agreement.                  

SECTION 9.17. Attorneys' Fees. If any Litigation between an Adelphia  
Entity and a Comcast Entity with respect to this Agreement, the Transaction     
Documents or the transactions contemplated hereby or thereby will be resolved or
adjudicated by a Judgment of any court, the party prevailing under such Judgment
will be entitled, as part of such Judgment, to recover from the other party its 
reasonable attorneys' fees and costs and expenses of litigation.                

SECTION 9.18. Tax Consequences. No party to this Agreement makes any  
representation or warranty, express or implied, with respect to the tax         
implications of any aspect of this Agreement on any other party to this         
Agreement, and all parties expressly disclaim any such representation or        
warranty with respect to any tax consequences arising under this Agreement. Each
party has relied solely on its own tax advisors with respect to the tax         
implications of this Agreement.                                                 

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 SECTION 9.19. Time. Time is of the essence under this Agreement. If the
last day for the giving of any notice or the performance of any act required or 
permitted under this Agreement is a day that is not a Business Day, the time for
the giving of such notice or the performance of such act will be extended to the
next succeeding Business Day.                                                   

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     The Comcast Entities and the Adelphia Entities have executed this Agreement
as of the date first written above.                                             

     COMCAST CORPORATION

By:           
                         ---------------------------------
              Name:  Arthur R. Block
                    Title: Senior Vice President

     COMCAST CABLEVISION
CORPORATION OF
 CALIFORNIA, LLC

                         By: COMCAST CABLE COMMUNICATIONS,
                         INC., its managing member

By:     
                            ------------------------------
                    Name:  Arthur R. Block
                          Title: Senior Vice President

                    COMCAST CABLEVISION OF MUNCIE, LP.

                  By: COMCAST CABLEVISION OF
                        MUNCIE, LLC, its general
       partner

                       By: COMCAST CABLEVISION
                      CORPORATION OF
                        CALIFORNIA, LLC,
                           its managing member

                                         By: COMCAST CABLE COMMUNICATIONS,
                                         INC., its managing member

                   By:
                                                   -----------------------------
                                            Name:  Arthur R. Block
                                                  Title: Senior Vice President

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              JONES CABLE HOLDINGS II, LLC

                         By: COMCAST CABLE COMMUNICATIONS, INC.,
             its managing member

By:           
                                    ------------------------------------------
                Name:  Arthur R. Block
                      Title: Senior Vice President

                     ADELPHIA COMMUNICATIONS CORPORATION

By:           
                                    ------------------------------------------
                 Name:  Michael J. Rigas
          Title: Secretary

                                 ADELPHIA CABLEVISION ASSOCIATES OF RADNOR, L.P.

                      By: Highland Video Associates, L.P.,
             its general partner

                                    By: Highland Holdings, its general partner

By:   
                                       ---------------------------------------
     Name:
      Title:

                           CENTURY NEW MEXICO CABLE TELEVISION CORP.

By:           
                                    ------------------------------------------
                 Name:  Michael J. Rigas
          Title: Secretary

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         CLEAR CABLEVISION, INC.

By:           
                                     -------------------------------------------
                 Name:  Michael J. Rigas
          Title: Secretary

                         FRONTIERVISION OPERATING PARTNERS, L.P.

                    By: FrontierVision Holdings, L.P.,
             its general partner

                            By: FrontierVision Partners, L.P.,
                     its general partner

                                By: Adelphia GP Holdings, LLC,
                             its general partner

                                   By: ACC Operations, Inc.,
                                 its sole member

             By:
                                                 -------------------------------
                                         Name:  Michael J. Rigas
                                  Title: Secretary

            FT. MYERS ACQUISITION L.P.

                           By: Olympus Communications, L.P.,
                     its general partner

                           By: ACC Operations, Inc.,
                             its general partner

     By:
                                             -----------------------------------
                                 Name:  Michael J. Rigas
                          Title: Secretary

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            FT. MYERS CABLEVISION, LLC

                 By: Ft. Myers Acquisition L.P.,
         its sole member

                           By: Olympus Communications, L.P.,
                     its general partner

                           By: ACC Operations, Inc.,
                             its general partner

     By:
                                             -----------------------------------
                                 Name:  Michael J. Rigas
                          Title: Secretary

                      HARRON CABLEVISION OF MICHIGAN, INC.

By:           
                                     -------------------------------------------
                 Name:  Michael J. Rigas
          Title: Secretary

             HARRON COMMUNICATIONS CORP.

By:           
                                     -------------------------------------------
                 Name:  Michael J. Rigas
          Title: Secretary

       HUNTINGTON CATV, INC.

By:           
                                     -------------------------------------------
                 Name:  Michael J. Rigas
          Title: Secretary

                MANCHESTER CABLEVISION, INC.

By:         
                                     -------------------------------------------
                 Name:  Michael J. Rigas
          Title: Secretary

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       MICKELSON MEDIA, INC.

By:           
                                     -------------------------------------------
                 Name:  Michael J. Rigas
          Title: Secretary

                         MONTGOMERY CABLEVISION ASSOCIATES, L.P.

                              By: Highland Video Associates, L.P.,
                     its general partner

                                    By: Highland Holdings, its general partner

By:   
                                         ---------------------------------------
       Name:
        Title:

                    SENTINEL COMMUNICATIONS OF MUNCIE,
INDIANA, INC. 

By:   
                                        ----------------------------------------
                      Name: Michael J. Rigas
                Title: Secretary

UCA, LLC      

                                   By: ACC Operations, Inc., its sole member

     By:
                                            ------------------------------------
                               Name:  Michael J. Rigas
                        Title: Secretary

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                                                                       EXHIBIT A

 [Intentionally Deleted]

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                                                                     EXHIBIT B-1

COMCAST CONVERTED LLCs

Comcast Cablevision of Orange County, LLC (DE)                                  
Comcast Cablevision of Fontana, LLC (DE)                                        
Comcast Cablevision of Inland Empire, LLC (DE)                                  
Comcast Cablevision of San Bernardino, LLC (DE)                                 
Comcast Cablevision of Newport Beach, LLC (DE)                                  
Comcast Cablevision of Santa Ana, LLC (DE)                                      
Comcast Cablevision of Seal Beach, LLC (DE)                                     
Comcast Cablevision of Simi Valley, LLC (DE)                                    
Jones Communications of California, LLC (CO)                                    
California Ad Sales, LLC (DE)                                                   
Jones Cable Holdings II, LLC (CO)                                               
Comcast Cablevision Corporation of California, LLC (DE)                         

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                                                                     EXHIBIT B-2

COMCAST NEW LLCs

Comcast Cablevision of Pennsylvania, LLC (DE)                                   
Comcast Cablevision of Orange County II, LLC (DE)                               
Comcast Cablevision of West Palm Beach III, LLC (DE)                            
Jones Communications of California II, LLC (DE)                                 
Comcast Cablevision of West Palm Beach, LLC (FL)                                
Comcast Cablevision of Boca Raton, LLC (FL)                                     
Comcast Cablevision of West Palm Beach II, LLC (FL)                             
Comcast Cablevision of West Palm Beach IV, LLC (FL)                             
Comcast Cablevision of West Palm Beach V, LLC (FL)                              
Jones Communications of California III, LLC (CA)                                
Comcast Cablevision of New Jersey, LLC (NJ)                                     
Comcast Cablevision of Muncie, LLC                                              

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                                                                       EXHIBIT C

 COMCAST SYSTEMS

Inland Empire, CA                                                               
Orange County, CA                                                               
Simi Valley, CA                                                                 
Palmdale/Littlerock, CA                                                         
Oxnard, CA                                                                      
Palm Beach County, FL (Boca & West Palm Beach)                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		6/30/01		79		81			10-Q
Filed on:		3/2/01
		3/1/01		70
		1/1/01		1		34
For Period End:		12/31/00		9		34			11-K,  8-K
		9/30/00		43		67			10-Q
		8/11/00		8					10-Q
		1/1/00		46		61
		12/31/99		42		63			10-K,  11-K
		5/25/99		7		63
		9/12/98		11
		12/1/97		79
		1/1/97		46		61
		9/2/93		46		61
									List all Filings