0001104659-06-054795 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • August 14th, 2006 • Adelphia Communications Corp • Cable & other pay television services • New York

ESCROW AGREEMENT, dated as of July 31, 2006 (this “Agreement”), by and among Time Warner NY Cable LLC, a Delaware limited liability company (“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”).

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AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT BETWEEN ADELPHIA COMMUNICATIONS CORPORATION AND TIME WARNER NY CABLE LLC
Asset Purchase Agreement • August 14th, 2006 • Adelphia Communications Corp • Cable & other pay television services

This Amendment No. 3, dated June 26, 2006 (this “Amendment”), amends the Asset Purchase Agreement, between Adelphia Communications Corporation (“Seller”) and Time Warner NY Cable LLC (“Buyer”), dated as of April 20, 2005, as amended by Amendment No.1, dated June 24, 2005, Amendment No. 2, dated June 21, 2006 and as otherwise amended to date (as so amended, the “TWNY Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the TWNY Purchase Agreement.

AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT BETWEEN ADELPHIA COMMUNICATIONS CORPORATION AND TIME WARNER NY CABLE LLC
Asset Purchase Agreement • August 14th, 2006 • Adelphia Communications Corp • Cable & other pay television services

This Amendment No. 4, dated July 31, 2006 (this “Amendment”), amends the Asset Purchase Agreement, between Adelphia Communications Corporation (“Seller”) and Time Warner NY Cable LLC (“Buyer”), dated as of April 20, 2005, as amended by Amendment No. 1, dated June 24, 2005, Amendment No. 2, dated June 21, 2006, Amendment No. 3, dated June 26, 2006 and as otherwise amended to date (as so amended, the “TWNY Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the TWNY Purchase Agreement.

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