ESCROW AGREEMENT

EXHIBIT 10.06

ESCROW AGREEMENT, dated as of July 31, 2006 (this “Agreement”), by and among Comcast Corporation, a Pennsylvania corporation (“Buyer”), Adelphia Communications Corporation, a Delaware corporation (“Seller”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as escrow agent (the “Escrow Agent”).

W I T N E S E T H:

WHEREAS, Buyer and Seller have entered into that certain Asset Purchase Agreement, dated as of April 20, 2005, as amended from time to time (the “Purchase Agreement”), pursuant to which Buyer is acquiring certain assets and assuming certain liabilities of Seller and its Affiliates, as more particularly set forth therein;

WHEREAS, in connection with the closing under the Purchase Agreement (the “Closing”), Buyer is delivering by wire transfer in immediately available funds, $143,312,338.73 (together with any subsequent deposits by Buyer pursuant to Section 2.8(f) of the Purchase Agreement) (including any interest or earnings thereon, less any distributions made therefrom or losses thereon under this Agreement, the “Escrowed Funds”) to an account with the Escrow Agent (the “Escrow Account”); and

WHEREAS, Buyer and Seller wish to engage the Escrow Agent as the escrow agent for the Escrow Account, and the Escrow Agent wishes to act as such Escrow Agent.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:

(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under

common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise. For purposes of this Agreement, (i) none of Seller or any of its Affiliates shall be deemed to be an Affiliate of Buyer or any of its Affiliates and (ii) none of Buyer or any of its Affiliates shall be deemed to be an Affiliate of Seller or any of its Affiliates.

(b) “Agreed Rate” means 5.543%.

(d) “Bankruptcy Court” has the meaning set forth in Section 7.6 hereof.

(e) “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by Law or executive order to close.

(f) “Buyer” has the meaning set forth in the preamble hereto.

(g) “Cap Amount” means the Group 1 Cap Amount or Group 2 Cap Amount, as applicable.

(h) “Certificate of Instruction” has the meaning set forth in Section 4.1(b) hereof.

(i) “Chosen Courts” has the meaning set forth in Section 7.6 hereof.

(j) “Claim” has the meaning set forth in Section 4.1(a) hereof.

(k) “Claim Amount” has the meaning set forth in Section 4.1(a) hereof.

(l) “Closing” has the meaning set forth in the recitals hereto.

(m) “Contributing Party” has the meaning set forth in Section 5.10 hereof.

(n) “Escrow Account” has the meaning set forth in the recitals hereto.

(o) “Escrow Agent” has the meaning set forth in the preamble hereto.

(p) “Escrow Claim Notice” has the meaning set forth in Section 4.1(a) hereof.

(q) “Escrow Earnings” means, with respect to any payment from the Escrow Account pursuant to the Purchase Agreement and this Agreement to the extent

that the payment is (A) made pursuant to Section 2.8(f) of the Purchase Agreement, as provided in the Escrow Claim Notice, or Section 4.2(a)(i)(A) of this Agreement, interest on such payment from the date of the Closing or, in the case of Section 4.2(a)(i)(B), from the date of deposit, to the date of payment at the Agreed Rate calculated on an actual over 365-day basis, or (B) for indemnification under Section 7.2 of the Purchase Agreement, as provided in the Escrow Claim Notice, interest on such payment at the Agreed Rate calculated on an actual over 365-day basis from the date of the Escrow Claim Notice with respect thereto until the date such payment is made.

(r) “Escrow Fund” means, as of any date of determination, the Escrowed Funds at such time.

(s) “Escrowed Funds” has the meaning set forth in the recitals hereto.

(t) “Exchange Agreement” means the Exchange Agreement, dated as of April 20, 2005, by and among Buyer, Comcast Cable Communications Holdings, Inc., Comcast of Georgia, Inc., Time Warner Cable Inc. and Time Warner NY Cable LLC, among others, as such agreement may be amended from time to time.

(u) “Government Entity” means any federal, state or local court, administrative body or other governmental or quasi-governmental entity with competent jurisdiction.

(v) “Group 1 Cap Amount” means $119,100,000, as adjusted pursuant to Sections 2.8(f) of the Purchase Agreement, as such adjustment is jointly certified by Buyer and Seller pursuant to Section 2.3 hereof.

(w) “Group 1 Business” has the meaning set forth in the Purchase Agreement.

(x) “Group 2 Cap Amount” means $20,900,000, as adjusted pursuant to Sections 2.8(f) of the Purchase Agreement, as such adjustment is jointly certified by Buyer and Seller pursuant to Section 2.3 hereof.

(y) “Group 2 Business” has the meaning set forth in the Purchase Agreement.

(z) “Indemnification Deadline” has the meaning set forth in Section 4.2(b) hereof.

(aa) “Indemnifying Party” has the meaning set forth in Section 5.10 hereof.

(bb) “Joint Certification” has the meaning set forth in Section 4.1(c) hereof.

(cc) “Law” means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization.

(dd) “Objection Certificate” has the meaning set forth in Section 4.1(c) hereof.

(ee) “Order Certificate” has the meaning set forth in Section 4.1(c) hereof.

(ff) “Partial Release Date” has the meaning set forth in Section 4.2(a) hereof.

(gg) “Person” means an individual, a corporation, a partnership, an association, a limited liability company, a Government Entity, a trust, a labor union or other entity or organization.

(hh) “Purchase Agreement” has the meaning set forth in the recitals hereto.

(ii) “Reorganization Case” has the meaning set forth in Section 7.6 hereof.

(jj) “Self-Regulatory Organization” means the National Association of Securities Dealers, Inc., the American Stock Exchange, the New York Stock Exchange, any national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or any other similar self-regulatory body or organization.

(kk) “Seller” has the meaning set forth in the preamble hereto.

ARTICLE II

ESTABLISHMENT OF ESCROW

Section 2.1 Escrow Fund. Buyer and Seller hereby constitute and appoint the Escrow Agent as, and the Escrow Agent hereby agrees to assume and perform the duties of, escrow agent under and pursuant to this Agreement. By signing this Agreement, the Escrow Agent acknowledges receipt of an executed copy of this Agreement.

Section 2.2 Notices. The Escrow Agent shall promptly (and in any event within two Business Days) provide Buyer and Seller with written notice upon its

respective receipt of the Escrowed Funds. Any notice pursuant to this Section 2.2 shall specify the applicable dollar amount.

Section 2.3 Cap Amounts. Buyer and Seller shall promptly (and in any event within two Business Days) following any purchase price adjustment pursuant to Section 2.8(f) of the Purchase Agreement provide to the Escrow Agent a joint certification as to any adjustment to any Cap Amount, required under the Purchase Agreement.

ARTICLE III

MANAGEMENT OF ESCROW FUND

Section 3.1 Escrow Fund. The Escrow Agent shall maintain the Escrow Fund in a separate account, segregated from all other monies held by the Escrow Agent on behalf of itself or others, and shall hold, safeguard and disburse the Escrow Fund pursuant to this Agreement.

Section 3.2 Investment.

(a) Unless otherwise jointly instructed in writing by Buyer and Seller, the Escrow Agent shall deposit the Escrowed Funds in deposit accounts with banks organized under the laws of the United States, any state thereof or the District of Columbia in accounts that earn the bank deposit rate equal to the effective daily federal funds rate, less any reserves and fees not to exceed 0.1%, until disbursement of the entire Escrow Fund. The Escrow Agent is authorized to liquidate in accordance with its customary procedures any portion of the Escrowed Funds consisting of investments to provide for payments required to be made under this Agreement. Any interest or other income earned on the investment and reinvestment of the Escrowed Funds shall be added to and become part of the Escrowed Funds.

(b) The Escrow Agent shall have no obligation to invest or reinvest newly deposited Escrowed Funds on any particular day if such newly deposited Escrowed Funds are deposited with the Escrow Agent after 5:00 p.m. (local time in New York City) on such day of deposit; it being understood that the Escrow Agent shall invest or reinvest such newly deposited Escrowed Funds on the following Business Day. Instructions received after 5:00 p.m. (local time in New York City) will be treated as if received on the following Business Day. The Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the Escrowed Funds in accordance with this Agreement. Any interest or other income received on such investment and reinvestment of the Escrowed Funds shall become part of the Escrowed Funds and any losses incurred on such investment and reinvestment of the Escrowed Funds shall be debited against the Escrowed Funds. In no event shall the Escrow Agent be deemed an investment manager or adviser in respect of any selection of

investments hereunder. It is understood and agreed that, to the extent disclosed in a prospectus delivered to Buyer and Seller prior to Buyer’s and Seller’s determination to make the applicable investment, the Escrow Agent or its Affiliates are permitted to receive customary additional compensation that could be deemed to be in the Escrow Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments, (ii) using Affiliates to effect transactions in certain investments and (iii) effecting transactions in investments.

ARTICLE IV

CLAIMS AND RELEASE OF ESCROWED FUNDS

Section 4.1 Claims.

(a) If Buyer wishes to make a claim against the Escrow Fund pursuant to its rights under the Purchase Agreement (a “Claim”), it shall send a written notice of Claim to Seller (an “Escrow Claim Notice”), specifying the nature of the Claim (indicating (i) whether it is a purchase price adjustment under Section 2.8(f) of the Purchase Agreement, or an indemnification claim under Section 7.2 of the Purchase Agreement and (ii) whether such Claim is in respect of the Group 1 Business or the Group 2 Business) and the amount of such purchase price adjustment or, if such indemnification claim is pursuant to Section 7.2 of the Purchase Agreement, the estimated maximum dollar amount that Buyer in good faith reasonably believes it (or another Person, as applicable) is or may be entitled to in respect of such Claim under the Purchase Agreement (as adjusted in accordance with this Section 4.1(a), a “Claim Amount”); provided, however, that Buyer shall promptly (and in any event no later than the fifth Business Day following the date that Buyer reasonably determines that a different Claim Amount is warranted), upon written notice to Seller and the Escrow Agent, adjust the Claim Amount in good faith if at any time it reasonably believes a different Claim Amount is warranted; provided, further, that the failure by Buyer to adjust an Escrow Claim Notice as required by the immediately preceding proviso shall not affect the rights of Seller hereunder except to the extent that such failure has a prejudicial effect on the rights available to Seller hereunder.

(b) Concurrently with the delivery of the Escrow Claim Notice, Buyer shall deliver to the Escrow Agent, with a contemporaneous copy to Seller, a certificate in substantially the form of Annex I attached hereto (a “Certificate of Instruction”).

(c) If within ten Business Days following delivery of a Certificate of Instruction to the Escrow Agent and to Seller, (i) Seller does not send a certificate to the Escrow Agent, with a contemporaneous copy to Buyer, in substantially the form of Annex II attached hereto (an “Objection Certificate”) objecting in good faith to the

payment of the Claim or any portion thereof or (ii) Buyer and Seller deliver to the Escrow Agent a joint certification in substantially the form of Annex III attached hereto (a “Joint Certification”) that the Claim (or any portion thereof) should be paid out of the Escrow Fund to the extent set forth in such Joint Certification, then the Escrow Agent shall pay to Buyer as soon as practicable thereafter (and in any event no later than the twelfth Business Day following delivery of the Certificate of Instruction to the Escrow Agent and to Seller) the sum of (A) the Claim Amount set forth in the Certificate of Instruction or the amount set forth in the Joint Certification, as applicable, plus (B) the Escrow Earnings on such Claim Amount or the amount set forth in the Joint Certification, as applicable, collectively up to an amount equal to the then remaining Escrow Fund but in no event with respect to a payment (excluding the portions thereof in respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase Agreement, in excess of the applicable Cap Amount (when taken together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or the Group 2 Business, as applicable).

(d) If Seller does send an Objection Certificate to the Escrow Agent and to Buyer within ten Business Days following Buyer’s delivery of the relevant Certificate of Instruction to the Escrow Agent and to Seller, the Escrow Agent shall (i) pay to Buyer as soon as practicable thereafter (and in any event no later than the twelfth Business Day following delivery of the Certificate of Instruction to the Escrow Agent and to Seller) the portion of the Claim Amount as to which Seller has not objected, if any, as evidenced by the Objection Certificate, plus the Escrow Earnings thereon, collectively up to an amount equal to the then remaining Escrow Fund but in no event with respect to a payment (excluding the portions thereof in respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase Agreement, in excess of the applicable Cap Amount (when taken together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or the Group 2 Business, as applicable) and (ii) make a payment in respect of the portion of such Claim Amount objected to by Seller in the Objection Certificate as soon as practicable (and in any event no later than two Business Days) following receipt of (A) a final judgment or order of a court of competent jurisdiction in the United States (the time for appeal having expired and no appeal having been perfected) in favor of Buyer, accompanied by a certificate of Buyer in substantially the form of Annex IV attached hereto (an “Order Certificate”), (B) a final and non-appealable determination of an arbitration or like panel with respect to disputes that Buyer and Seller have mutually agreed to submit thereto, including, without limitation, a determination of the CPA Firm (as defined in the Purchase Agreement) pursuant to Section 2.8(f) of the Purchase Agreement, accompanied by an Order Certificate or (C) a Joint Certification that the Claim Amount (or any portion thereof) should be paid out of the Escrow Fund to the extent set forth in such Joint Certification. If the Escrow Agent makes a payment pursuant to clause (ii) of the preceding sentence, then the Escrow Agent shall pay to Buyer as soon as practicable thereafter (A) the amount set forth in such Order Certificate or Joint Certification, as applicable, plus (B)

the Escrow Earnings on such amount, as applicable, collectively up to an amount equal to the then remaining Escrow Fund but in no event with respect to a payment (excluding the portions thereof in respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase Agreement, in excess of the applicable Cap Amount (when taken together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or the Group 2 Business, as applicable).

(e) Prior to the Indemnification Deadline, Buyer may, to the extent such action is taken in good faith, subdivide any Claim into one or more Claims. Following the Indemnification Deadline Buyer may, to the extent such action is taken in good faith, subdivide any Claim into one or more Claims so long as the total dollars claimed thereunder does not exceed the aggregate dollar value of such Claim as of the Indemnification Deadline. The provisions of Section 4.1 hereof shall apply to any such subdivided Claim as if such subdivided claim were an independent Claim, otherwise governed by the applicable terms of any Certificate of Instruction, Objection Notice, Joint Certification or Order Certificate delivered in respect of the original Claim (for the avoidance of doubt, no new Certificate of Instruction or Objection Notice will be required in respect of such subdivided claim).

Section 4.2 Release of Escrow Fund to Seller.

(a) On January 31, 2007 (the “Partial Release Date”), the Escrow Agent shall release to Seller from the Escrow Fund an amount equal to the excess of (i) (A) the sum of $47,293,071.78 plus 33% of any amounts deposited following the date hereof pursuant to Section 2.8(f) of the Purchase Agreement plus (B) Escrow Earnings in respect of such sum (calculated as of the Partial Release Date) over (ii) the sum of (A) all amounts previously paid hereunder out of the Escrow Fund, plus (B) the sum of (x) the aggregate of all Claim Amounts with respect to the Escrow Fund outstanding immediately prior to the Partial Release Date plus (y) an amount equal to the Escrow Earnings on all such Claim Amounts (calculated as of the Partial Release Date).

(b) On July 31, 2007 (the “Indemnification Deadline”), the Escrow Agent shall release to Seller the excess, if any, of the Escrow Fund over the aggregate of all Claim Amounts (and Escrow Earnings thereon calculated as of the Indemnification Deadline) with respect to the Escrow Fund then outstanding (disregarding any such Claim Amounts (and Escrow Earnings thereon) pursuant to Section 7.2 of the Purchase Agreement, to the extent such Claim Amounts, together with all previous payments from the Escrow Fund (excluding the portions thereof in respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or the Group 2 Business, as applicable exceed the applicable Cap Amount). Any portions of the Escrow Fund subject to an unresolved outstanding Certificate of Instruction as of the Indemnification Deadline, subject to the applicable Cap Amount, shall continue to be held in escrow by the Escrow Agent in accordance with this Agreement, and shall be released (i) to Buyer pursuant to Section 4.1(c) or 4.1(d) hereof, as applicable, or (ii) to

Seller as soon as practicable (but in no event later than five Business Days) following (A) the reduction in the Claim Amount as a result of a downward adjustment thereof by Buyer pursuant to Section 4.1(a) hereof in respect of any unresolved outstanding Certificate of Instruction, to the extent of such reduction, or (B) the full resolution of any Claim set forth in any Certificate of Instruction that remained unresolved and outstanding as of the Indemnification Deadline to the extent the amount to be released to Buyer pursuant to Section 4.1(c) or 4.1(d) hereof, as applicable, in respect of such Claim is less than the corresponding Claim Amount; provided, however, that no amount shall be released to Seller pursuant to this clause (ii) to the extent that the sum of the Claim Amounts and the Escrow Earnings thereon in respect of the remaining unresolved outstanding Certificates of Instruction would exceed the amount remaining in the Escrow Fund following such release, disregarding for purposes of such sum any Claim Amounts pursuant to Section 7.2 of the Purchase Agreement to the extent that such Claim Amounts, together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or the Group 2 Business, as applicable, exceed the applicable Cap Amount.

Section 4.3 Payments. All payments made by any party hereunder shall be made by wire transfer in immediately available funds to an account identified to the transferor by the transferee in writing not later than two Business Days prior to the scheduled date of the relevant release.

Section 4.4 Statement. The Escrow Agent shall provide Buyer and Seller monthly statements identifying transactions, transfers and holdings of the Escrow Fund. In the event that Buyer or Seller notifies the other of any mistake in any payment from the Escrow Account, the party receiving such notice shall in good faith determine whether such party agrees in whole or in part with the mistake asserted in such notice. In the event that the party receiving such notice has so determined that it agrees in whole or in part with the mistake asserted in such notice, Buyer and Seller shall promptly but in no event later than ten Business Days following the date of the payment from the Escrow Account jointly notify the Escrow Agent of such agreed-upon error and, as applicable, Buyer or Seller shall return to the Escrow Agent any wrongful distribution made to such party, and the Escrow Agent shall promptly make any necessary additional distribution to correct the error.

ARTICLE V

DUTIES OF ESCROW AGENT

Section 5.1 Degree of Care. The Escrow Agent shall not be under any duty to give the Escrow Fund any greater degree of care than it gives its own similar property.

Section 5.2 No Liability. The Escrow Agent shall not be liable to either Buyer or Seller for any action taken or omitted by it, or any action suffered by it to be taken or omitted, unless the Escrow Agent shall have acted with (or the Escrow Agent’s omission to act is with) bad faith, gross negligence or willful misconduct.

Section 5.3 Reliance. The Escrow Agent shall be entitled to rely in good faith upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice.

Section 5.4 No Interest. The Escrow Agent does not have any interest in the Escrow Account other than as Escrow Agent. Any payments of income from the Escrow Fund shall be subject to withholding regulations then in force with respect to taxes. Buyer and Seller will provide the Escrow Agent with a duly completed Internal Revenue Service form for tax identification number certification.

Section 5.5 No Representations. The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any security held by or delivered to it.

Section 5.6 No Advice. The Escrow Agent shall not be called upon to advise any party as to the wisdom of selling or retaining any securities or other property deposited hereunder or taking or refraining from any action with respect to the Escrow Account.

Section 5.7 Resignation. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty days’ prior written notice of such resignation to Buyer and Seller specifying a date under which such resignation shall take effect; provided, however, that no such resignation shall be effective until a successor escrow agent shall have been appointed and the Escrow Agent shall have delivered to such successor escrow agent the Escrow Fund, all relevant books and records (including any Escrow Claim Notice) relating thereto and any instruments in which the Escrow Fund has been invested in accordance with this Agreement. In the event of the Escrow Agent’s resignation, Buyer and Seller shall jointly designate a new escrow agent. Notwithstanding anything to the contrary in this Section 5.7, if Buyer and Seller are unable to agree upon a successor escrow agent within thirty days after receipt of a resignation notice signed by the Escrow Agent, the Escrow Agent may, in its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. Any such successor to the Escrow Agent

shall agree to be bound by the terms of this Agreement and shall, upon receipt of the Escrow Fund, all relevant books and records (including any Escrow Claim Notice) relating thereto and any instruments in which the Escrow Fund has been invested in accordance with this Agreement, become the Escrow Agent hereunder.

Section 5.8 Compensation. Seller and Buyer shall share equally all costs relating to the compensation (as payment in full) of the Escrow Agent for its services hereunder, payable annually in advance in accordance with the fee schedule attached hereto as Exhibit A. Seller and Buyer agree, severally and not jointly (on an equal basis), to reimburse the Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel, which fees and expenses shall not exceed $5,000 or, in the case of legal fees incurred in connection with litigation not arising due to the negligence or willful misconduct of the Escrow Agent, shall not exceed $375,000).

Section 5.9 Depository. Buyer and Seller authorize the Escrow Agent, for any securities held hereunder, to use the services of any United States central securities depository it reasonably deems appropriate, including, without limitation, the Depositary Trust Company and the Federal Reserve Book Entry System.

Section 5.10 Indemnification. Buyer and Seller, severally and not jointly, shall indemnify and hold harmless the Escrow Agent from and against any expenses (including reasonable counsel fees and disbursements), liabilities, damages or losses suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of this Escrow Agreement, unless such claim or demand arises out of the gross negligence, willful misconduct or bad faith of the Escrow Agent. Each of Buyer and Seller (the “Contributing Party”) agrees to contribute to the other party (the “Indemnifying Party”) any amounts such other party pays the Escrow Agent in connection with the indemnification obligations contained in this Section 5.10 in proportion to the Contributing Party’s contribution to the overall fault for such indemnification obligation as compared to the Indemnifying Party’s contribution to the overall fault for such indemnification obligation, as agreed between Buyer and Seller or, in the absence of agreement, as finally determined by a court of competent jurisdiction; it being understood that to the extent neither Buyer nor Seller is at fault for such indemnification obligation, the Contributing Party shall contribute to the Indemnifying Party an amount equal to 50% of such indemnification obligation.

ARTICLE VI

TAX TREATMENT

Section 6.1 Taxes. Except to the extent otherwise required by Law, Seller shall include in its income, for tax purposes, all income, gains and losses realized

with respect to the Escrow Fund and timely pay all taxes due with respect thereto. As soon as practicable after December 31 of each calendar year, the Escrow Agent shall report to Seller the amount of all income, gains and losses realized during such calendar year with respect to the Escrow Fund (and shall provide a copy of such report to Buyer).

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices. All notices, requests, demands, approvals, consents and other communications hereunder shall be in writing, signed by an authorized Person and shall be deemed to have been duly given and made if served by personal delivery upon the party for whom it is intended or delivered by registered or certified mail, return receipt requested, or if sent by telecopier or email, provided that the telecopy or email is promptly confirmed by telephone confirmation thereof, to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person:

To Buyer:

Comcast Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	xxxxxx@xxxxxxx.xxx
Attention:	General Counsel

With a copy to:

Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	xxxxxxx.xxxxxx@xxx.xxx
Attention:	Xxxxxxx X. Xxxxxx

-and-

Time Warner Cable Inc.
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000

Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	xxxxx.xxxxx@xxxxxxx.xxx
Attention:	Chief Executive Officer

-and-

Legal Department
Time Warner Cable Inc.
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	xxxx.xxxxxxxx-xxxxxxxxx@xxxxxxx.xxx
Attention:	General Counsel

-and-

Time Warner Inc.
Xxx Xxxx Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	Xxxx.Xxxxxxxxx@xxxxxxxxxx.xxx
Attention:	General Counsel

-and-

Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	xxxxxxx@xxxxxxxxx.xxx
	xxxxxxxx@xxxxxxxxx.xxx
Attention:	Xxxxxx X. Xxxxxx
	Xxxxxx X. Xxxxxxx

To Escrow Agent:

Deutsche Bank Trust Company Americas
00 Xxxx Xxxxxx, 00xx Xxxxx
Mail Stop: NYC60-2710
Xxx Xxxx, XX 00000
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	xxxxxx.x.xxxxx@xx.xxx
Attention:	Xxxxxx Xxxxx, Escrow Team

To Seller:

Adelphia Communications Corporation
0000 XXX Xxxxxxx
Xxxxxxxxx Xxxxxxx, XX 00000
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	xxxx.xxxxxxxxxx@xxxxxxxx.xxx
Attention:	Xxxx Xxxxxxxxxx

With a copy to:

Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	xxxxxx@xxxxxxxx.xxx
Attention:	Xxxxxxxxx X. Xxxxx

Section 7.2 Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Escrow Agent, Buyer and Seller, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 7.3 No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. No party to this Agreement may assign any of its rights or transfer or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of

the other parties hereto, except, in whole or in part, (a) with respect to Seller, to a limited number of entities acting on behalf of Seller’s estate that are designated by Seller and reasonably acceptable (including in terms of the number of entities and the form and identity of each such entity) to Buyer (each a “Permitted Assignee”); provided that (i) each such Permitted Assignee shall agree in writing to be bound by the obligations and liabilities of the Seller set forth in this Agreement and (ii) such assignment by Seller under this Section 7.3 shall relieve Seller of any of its obligations or liabilities under this Agreement if, but only if, Seller provides Buyer with an indemnification agreement (in form and substance reasonably acceptable to Buyer, it being understood that the amount or nature of the remaining assets or liabilities of Seller shall not be a factor in such determination) indemnifying Buyer for any breach of the obligations and liabilities of the Permitted Assignee, in which case such assignee or transferee shall be substituted for Seller for all purposes of this Agreement, (b) with respect to Buyer, (i) to Time Warner NY Cable LLC or its Affiliates under the Exchange Agreement (subject to further assignment by Time Warner NY Cable LLC to its Affiliates) or (ii) to any Affiliate of Buyer; provided, that no such assignment pursuant to clause (b)(ii) or, with respect to an assignment by Time Warner NY Cable LLC to its Affiliates or by Buyer to any Affiliate of Comcast Corporation, clause (b)(i) of this sentence shall relieve the assignor of its obligations hereunder; provided, further, that in the case of any such assignment pursuant to clause (b) other than to Time Warner NY Cable LLC, the assignee shall appoint either Buyer or Time Warner NY Cable LLC as its agent under the Escrow Agreement and such agent shall be the only party entitled to take action on behalf of such assignee pursuant to this Agreement. In connection with any assignment, transfer or delegation by Buyer to Time Warner NY Cable LLC or any Affiliate of Time Warner NY Cable LLC as permitted above, Buyer shall be relieved of any liability or obligation so assigned, transferred or delegated to the extent Seller has the right to enforce in full against Time Warner NY Cable LLC any such liability or obligation. Any assignment or transfer permitted hereunder shall be evidenced in writing signed by the assignor and assignee, a copy of which shall be delivered to the other parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Buyer, Seller, the Escrow Agent and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

Section 7.4 Entire Agreement. This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters among the parties hereto; it being understood that nothing herein is intended to conflict with the Purchase Agreement.

Section 7.5 Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such costs and expenses.

Section 7.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM; WAIVER OF TRIAL BY JURY. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement exclusively in (i) the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) so long as the jointly administered case of Seller and certain Affiliates as debtor and debtors in possession pending under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court (the “Reorganization Case”) remains open and (ii) after the completion of the Reorganization Case or in the event that the Bankruptcy Court determines that it does not have jurisdiction, the United States District Court for the Southern District of New York or any New York State court sitting in New York City (together with the Bankruptcy Court, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 7.1 of this Agreement. Seller hereby irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Seller stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

Section 7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, shall constitute one and the same Agreement.

Section 7.8 Headings. The headings of sections in this Agreement are provided for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof.

Section 7.9 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the

validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 7.10 Termination. This Agreement shall terminate upon the release of all funds from the Escrow Fund in accordance with this Agreement and the Purchase Agreement. The provisions of the second sentence of Section 4.4 hereof (and, for purposes of such sentence, the remainder of Article IV hereof to the extent related thereto), Article V hereof and this Article VII shall survive the termination of this Agreement or, as to the Escrow Agent, the earlier resignation or removal of the Escrow Agent. Nothing in this Section 7.10 shall relieve any party from liability for any breach of this Agreement prior to the termination of this Agreement.

Section 7.11 Instructions. For purposes of sending and receiving instructions or directions hereunder, all such instructions or directions shall be, and the Escrow Agent may conclusively rely upon such instructions or directions, delivered and executed by representatives of Buyer or Seller designated on Schedule I attached hereto and made a part hereof, which such designation shall include specimen signatures of such representatives, as such Schedule I may be updated from time to time.

Section 7.12 No Set-Off. The Escrow Fund is intended for the purposes set forth herein and in the Purchase Agreement. No party hereto or any of its assignees or their respective Affiliates shall have any right of set off with respect to any portion of the Escrow Fund with respect to any claims other than those claims against the Escrow Fund permitted by the Purchase Agreement.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

		DEUTSCHE BANK TRUST COMPANY AMERICAS


		By:	/s/ Xxxxxxx X. Xxxxxxxxxx
			Name: Xxxxxxx X. Xxxxxxxxxx
			Title: Vice President

		By:	/s/ Aldrin X.X. Xxxxx
			Name: Aldrin X.X. Xxxxx
			Title: Assistant Vice President


		COMCAST CORPORATION


		By:	/s/ Xxxxxx X. Pick
			Name: Aldrin X.X. Xxxxx
			Title: Senior Vice President

		ADELPHIA COMMUNICATIONS CORPORATION


		By:	/s/ Xxxxxxx Xxxxxxx
			Name: Xxxxxxx Xxxxxxx
			Title: Executive Vice President and Chief Financial Officer


Acknowledged and Agreed:

TIME WARNER NY CABLE LLC


By:	/s/ Xxxxx X. X’Xxxxx
	Name: Xxxxx X. X’Xxxxx
	Title: Executive Vice President, Investments

Annex I

CERTIFICATE OF INSTRUCTION

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Escrow Agent

The undersigned, Comcast Corporation (“Buyer”), pursuant to Section 4.1(b) of the Escrow Agreement, dated as of July 31, 2006, as amended from time to time in accordance with its terms (the “Escrow Agreement”), by and among Buyer, Adelphia Communications Corporation and Deutsche Bank Trust Company Americas, as escrow agent (terms defined in the Escrow Agreement have the same meanings when used herein), hereby certifies that [ ] is entitled to indemnification pursuant to [Section [7.2(a)] of the Purchase Agreement]] [in respect of the [Group 1 Business] [Group 2 Business] [Buyer is entitled to a purchase price adjustment pursuant to Section [2.8(f)] of the Purchase Agreement] in an amount equal to (a) $ (the “Claim Amount”) plus (b) the Escrow Earnings on the Claim Amount.

In accordance with the Escrow Agreement, if you have not received a timely Objection Certificate from Seller, you are hereby instructed to release and pay the Claim Amount and Escrow Earnings thereon from the Escrow Account to Buyer [(for payment by Buyer to )].

Dated: , 200 .
		[COMCAST CORPORATION](1)

		By:
			Name:
			Title:


cc:	Adelphia Communications
	Corporation

(1) If Buyer has assigned the Escrow Agreement pursuant to Section 7.3 of this Agreement, such certificate may be executed by Time Warner NY Cable LLC on behalf of such entity if such entity has designated Time Warner NY Cable LLC as its agent.

Annex II

OBJECTION CERTIFICATE

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Escrow Agent,

and

COMCAST CORPORATION

The undersigned, Adelphia Communications Corporation (“Seller”), pursuant to Section 4.1(c) of the Escrow Agreement, dated as of July 31, 2006, as amended from time to time in accordance with its terms (the “Escrow Agreement”), by and among Comcast Corporation (“Buyer”), Seller and Deutsche Bank Trust Company Americas, as escrow agent (terms defined in the Escrow Agreement have the same meanings when used herein), hereby:

(a) disputes that [a portion of] the Claim Amount (and Escrow Earnings thereon) referred to in the Certificate of Instruction dated , 200 is owed by Seller to [ pursuant to Section [7.2] of the Purchase Agreement] [in respect of the [Group 1 Business] [Group 2 Business] [Buyer pursuant to Section [2.8(f)] of the Purchase Agreement];

(b) certifies that the undersigned has sent to Buyer a written statement dated , 200 , a copy of which is attached hereto, disputing [a portion of] the liability to [ ] [Buyer] for the Claim Amount; [and]

(c) objects to you making payment to Buyer from the Escrow Account as requested in such Certificate of Instruction [in full] [in part, to the extent of $ of the Claim Amount and any related Escrow Earnings]; [and]

(d) [instructs you to make a payment to Buyer from the Escrow Account in an amount equal to $ of the Claim Amount (the “Partial Claim Amount”) plus the Escrow Earnings on the Partial Claim Amount.](2)

(2) If applicable.

Dated: , 200 .
	[ADELPHIA COMMUNICATIONS CORPORATION](3)


	By:
		Name:
		Title:


cc: Comcast Corporation

(3) If Seller has assigned the Escrow Agreement to an entity acting on behalf of Seller’s estate, such certificate may be executed by such entity.

Annex III

JOINT CERTIFICATION

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Escrow Agent

The undersigned, Comcast Corporation (“Buyer”) and Adelphia Communications Corporation (“Seller”), pursuant to Section 4.1[(c)][(d)] of the Escrow Agreement, dated as of July 31, 2006, as amended from time to time in accordance with its terms (the “Escrow Agreement”), by and among Buyer, Seller and Deutsche Bank Trust Company Americas, as escrow agent (terms defined in the Escrow Agreement have the same meanings when used herein), hereby jointly:

(a) certify that [a portion of] the Claim Amount with respect to the matter described in the Certificate of Instruction dated , 200 in the amount of $ is owed to Buyer; and

(b) instruct you to release to Buyer from the Escrow Account $ [insert amount pursuant to paragraph (a)] plus the Escrow Earnings thereon.

Dated: , 200 .

	[COMCAST CORPORATION](4)

	By:
		Name:
		Title:

	[ADELPHIA COMMUNICATIONS CORPORATION](5)

	By:
			Name:
			Title:

(4) If Buyer has assigned the Escrow Agreement pursuant to Section 7.3 of this Agreement, such certificate may be executed by Time Warner NY Cable LLC on behalf of such entity if such entity has designated Time Warner NY Cable LLC as its agent.

(5) If Seller has assigned the Escrow Agreement to an entity acting on behalf of Seller’s estate, such certificate may be executed by such entity.

Annex IV

ORDER CERTIFICATE

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Escrow Agent

The undersigned, Comcast Corporation (“Buyer”), pursuant to Section 4.1(d) of the Escrow Agreement, dated as of July 31, 2006, as amended from time to time in accordance with its terms (the “Escrow Agreement”), by and among Buyer, Adelphia Communications Corporation (“Seller”) and Deutsche Bank Trust Company Americas, as escrow agent (terms defined in the Escrow Agreement have the same meanings when used herein), hereby:

(a) certifies that (i) attached hereto is [a final judgment or order of a court of competent jurisdiction in the United States] [a final and non-appealable determination of an arbitration or like panel] resolving in [whole] [part] the dispute between Buyer and Seller as to the matter described in the Certificate of Instruction dated , 200 and the related Objection Certificate dated , 200 , and (ii) the [portion of the] Claim Amount set forth in such Certificate of Instruction that is owed to Buyer, as provided in such order, is $ ; and

(b) instructs you to release from the Escrow Account the aggregate amount pursuant to paragraph (a) of this certificate plus the Escrow Earnings thereon, as soon as practicable following your receipt of this Order Certificate and, in any event, no later than two Business Days following the date hereof.

Dated: , 200 .

	[COMCAST CORPORATION](6)


	By:
		Name:
		Title:

(6) If Buyer has assigned the Escrow Agreement pursuant to Section 7.3 of this Agreement, such certificate may be executed by Time Warner NY Cable LLC on behalf of such entity if such entity has designated Time Warner NY Cable LLC as its agent.

Schedule I

Authorized Representatives of Buyer

Name	Title	Specimen Signature

Authorized Representatives of Seller

Name	Title	Specimen Signature
Xxxxxxx Xxxxxxx	Executive Vice President and Chief Financial Officer
Xxxxxxxxx Xxxxxx	Treasurer
Xxxxxxxxx Xxxxxxxx	Senior Vice President

Exhibit A

SCHEDULE OF FEES FOR

Deutsche Bank as Escrow Agent

Escrow Agreement

Escrow Agent Fees

Acceptance Fee (1x only):

Waived

Covers the acceptance of Deutsche Bank Trust Company Americas to act as Escrow Agent; the study and consideration of the Agency documents and other Transaction Documents and the establishment of the necessary accounts and procedures.

Annual Administration Fee:

$5,000

(Payable annually in advance for each year / no pro-ration)

Annual fee that covers the safekeeping of assets, normal administrative functions of the Agent, maintenance of the records, follow-up of the agreement’s provisions, generation of monthly reports, daily transaction confirmation, management of the accounts, tax reporting etc. Also, any other duties required by the Escrow Agent under the terms of the agreement. We assume that if money market funds are used they will be “Qualified Funds” offered by Deutsche Bank.

Transaction Charges:

Investment transactions		$100 per trade**
Physical Check Payments:		Waived
Wire Transfers:		Waived

** Please note that charges will be waived so long as “Qualified Funds” are used to invest any monies in the accounts. Qualified Funds include Blackrock, XX Xxxxxx, Federated, Evergreen or Deutsche Bank.

Legal Review Fee (if necessary)-

$5,000/$375,000

To the extent provided pursuant to Section 5.8 of the Escrow Agreement.

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ESCROW AGREEMENT

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