0001104659-06-075134 Sample Contracts

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2006 • Adelphia Communications Corp • Cable & other pay television services • Colorado

This FIRST AMENDMENT (this “First Amendment”) to the Employment Agreement, made and entered into by and between Adelphia Communications Corporation, a Delaware corporation (together with its successors and assigns, the “Company”), and Vanessa Wittman (the “Executive”) is effective as of the 31st day of May 2006 (the “Effective Date”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2006 • Adelphia Communications Corp • Cable & other pay television services • Colorado

This SECOND AMENDMENT (this “Second Amendment”) to the Employment Agreement, made and entered into by and between Adelphia Communications Corporation, a Delaware corporation (together with its successors and assigns, the “Company”), and Vanessa Wittman (the “Executive”) is effective as of the 11th day of October, 2006 (the “Effective Date”).

AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT BETWEEN ADELPHIA COMMUNICATIONS CORPORATION AND COMCAST CORPORATION
Asset Purchase Agreement • November 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 Comcast Corporation (“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 “Comcast Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Comcast Purchase Agreement.

Amendment No. 3 to the Terms and Conditions of Employment Between William T. Schleyer (“WTS”) and Adelphia Communications Corporations (the “Company”)
Terms and Conditions of Employment • November 14th, 2006 • Adelphia Communications Corp • Cable & other pay television services • New York

WHEREAS, WTS and the Company (collectively, the “Parties”) wish to amend that certain employment agreement executed on January 17, 2003, and amended by Amendment No. 1 thereto on February 21, 2003 and further amended by Revised Amendment No. 2 thereto on March 10, 2003 (the “Employment Agreement”);

AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT BETWEEN ADELPHIA COMMUNICATIONS CORPORATION AND COMCAST CORPORATION
Asset Purchase Agreement • November 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 Comcast Corporation (“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 “Comcast Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Comcast Purchase Agreement.

ESCROW AGREEMENT
Escrow Agreement • November 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 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”).

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