Adelphia Files Forms of Transaction Agreements in Connection With Expedited Sale Process

Adelphia Files Forms of Transaction Agreements in Connection With Expedited Sale Process

NEW YORK, June 7 /PRNewswire-FirstCall/ -- Adelphia Communications Corporation today filed forms of Amended Asset Purchase Agreements, a form of Registration Rights and Sale Agreement and a form of Registration Rights Letter Agreement with the U. S. Bankruptcy Court for the Southern District of New York. If the Bankruptcy Court approves amended sale procedures relating to the Section 363 sale process, Adelphia, Time Warner NY Cable and Comcast anticipate entering into these agreements to provide for certain amended terms required under the expedited sale transaction process announced by Adelphia on Friday, May 26.

Under the expedited sale process, Adelphia's majority interests in the joint ventures, Parnassos and Century-TCI, will be sold to Comcast in connection with a confirmed Chapter 11 Plan of Reorganization that provides for payment in full to the creditors of the joint ventures, while substantially all of Adelphia's remaining Cable assets will be sold to Comcast and Time Warner NY Cable under a court-approved asset sale under Section 363 of the Bankruptcy Code. The closing of the sale of the joint ventures and the sale of the remaining Adelphia assets are conditioned on one another and are expected to occur contemporaneously. A modified Plan of Reorganization relating to the Comcast joint venture debtors was filed on June 6, 2006.

Distributions to creditors of Adelphia entities outside the Century-TCI and Parnassos joint ventures will not occur until after the confirmation of a separate plan of reorganization relating to those entities, which Adelphia intends to seek following completion of the sales. Until confirmation of such separate plan of reorganization, the non-joint venture Adelphia entities will remain in bankruptcy. More information on the process to consummate the Comcast -Time Warner NY Cable transactions under the joint venture plan of reorganization - Section 363 approved sale can be found in the press release issued by Adelphia on May 26.

A hearing to approve the amended sale procedures (including new provisions for termination and for the payment or crediting of the Breakup Fee) is expected to be held in mid-June 2006. A hearing to approve the Section 363 Sale and confirm the plan of reorganization for the two Joint Ventures is expected to be held in late June 2006.

The process announced by Adelphia on Friday, May 26, is subject to, among other things, execution by Time Warner NY Cable and Comcast of Amendments to the applicable Purchase Agreements, the Registration Rights and Sale Agreement and the Registration Rights Letter Agreement. Although the forms of Amendments, Registration Rights and Sale Agreement and Registration Rights Letter Agreement filed with the Bankruptcy Court have been negotiated with Time Warner NY Cable and Comcast, these forms of agreement are not binding, and there can be no assurance that the Bankruptcy Court will approve the amended sale procedures and changes to the break-up fee, or that Time Warner NY Cable and Comcast will execute the agreements if such approval occurs.

The forms of Amended Asset Purchase Agreements, Registration Rights and Sale Agreement and Registration Rights Letter Agreement are available in the investor relations section of the Adelphia corporate web site www.adelphia.com.

About Adelphia

Adelphia Communications Corporation is the fifth largest cable television company in the country. It serves customers in 31 states and offers analog and digital video services, high-speed Internet access and other advanced services over Adelphia's broadband networks.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements. All statements regarding the Company's and its subsidiaries' and affiliates' expected future financial position, results of operations, cash flows, sale of the Company, settlements with the Securities and Exchange Commission (the "SEC") and the United States Attorney's Office for the Southern District of New York (the "U.S. Attorney"), restructuring and financing plans, expected emergence from bankruptcy, business strategy, budgets, projected costs, capital expenditures, network upgrades, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the Company's expectations. The Company does not undertake a duty to update such forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include whether the proposed sale of the Company's assets to Time Warner NY Cable LLC ("Time Warner") and Comcast Corporation ("Comcast") is approved and consummated, whether the contemplated modifications to such sale transactions, as well as the contemplated Second Modified Fourth Amended Joint Plan of Reorganization, filed with the Bankruptcy Court on June 6, 2006, for the Comcast joint ventures, will be approved and timely consummated in time to close the sale of such assets to Time Warner and Comcast, the potential costs and impacts of the transactions contemplated by the proposed modifications, whether the Debtors' Modified Fourth Amended Joint Plan of Reorganization, filed with the Bankruptcy Court on April 28, 2006, is confirmed and consummated in time to close the sale of such assets to Time Warner and Comcast in the event the contemplated modifications to such sale transactions are not approved and timely consummated, whether the transactions contemplated by the settlements with the SEC and the U.S. Attorney and any other agreements needed to effect those transactions are consummated, the Company's pending bankruptcy proceeding, results of litigation against the Company, results and impacts of the proposed sale of the Company's assets, the effects of government regulation including the actions of local cable franchising authorities, the availability of financing, actions of the Company's competitors, pricing and availability of programming, equipment, supplies and other inputs, the Company's ability to upgrade its broadband network, technological developments, changes in general economic conditions, and those discussed under Items 1A, "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and Quarterly Report on Form 10-Q for the period ended March 31, 2006 and in the Company's supplement to the Fourth Amended Disclosure Statement, filed with the Bankruptcy Court on April 28, 2006, which is available in the investor relations section of the Company's website at www.adelphia.com. Information contained on the Company's Internet website is not incorporated by reference into this report. Many of these factors are outside of the Company's control.

Source: Adelphia Communications Corporation

CONTACT: Media, Paul Jacobson, +1-303-268-6426, or Investor Relations,
Mark Spiecker, +1-303-268-6545, both of Adelphia Communications Corporation

Web site: http://www.adelphia.com/

Company News On-Call: http://www.prnewswire.com/comp/010150.html

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