AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT BETWEEN ADELPHIA COMMUNICATIONS CORPORATION AND TIME WARNER NY CABLE LLCAsset Purchase Agreement • June 27th, 2006 • Adelphia Communications Corp • Cable & other pay television services • New York
ASSET PURCHASE AGREEMENT, dated as of April 20, 2005, between Adelphia Communications Corporation, a Delaware corporation (“Seller”), and Time Warner NY Cable LLC, a Delaware limited liability company that has elected to be classified as a corporation for United States federal income tax purposes (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in Article I.
June 21, 2006Asset Purchase Agreement • June 27th, 2006 • Adelphia Communications Corp • Cable & other pay television services • New York
Reference is made to (i) the Asset Purchase Agreement, dated as of April 20, 2005, between Adelphia Communications Corporation (“Adelphia”) and Time Warner NY Cable LLC (as amended through the date hereof, the “TW NY APA”), (ii) the Registration Rights and Sale Agreement, by and between Adelphia and Time Warner Cable Inc. (the “Issuer”), to be entered into in the case of a 363 Sale (as defined in the TW NY APA) as of the Closing (as defined in the TW NY APA) in the form attached hereto as Exhibit A (the “Adelphia Registration Rights Agreement”) and (iii) the Registration Rights Agreement, dated as of March 31, 2003, among TWE Holdings II Trust (“TWE Holdings II”), Time Warner Inc. (f/k/a AOL Time Warner Inc.) and the Issuer (as amended, the “Comcast Registration Rights Agreement”).
