Exhibit 10.1


EXECUTION COPY


REGISTRATION RIGHTS AND SALE AGREEMENT


between


ADELPHIA COMMUNICATIONS CORPORATION


and


TIME WARNER CABLE INC.


 


 


Dated: July 31, 2006
















 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE
  I DEFINITIONS

  	
   

  	
  2

  
	
  1.1

  	
   

  	
  Certain Definitions

  	
   

  	
  2

  
	
  1.2

  	
   

  	
  Capitalized Terms

  	
   

  	
  8

  
	
  1.3

  	
   

  	
  Successor Laws, Rules, Regulations and Forms

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II SALE OF REGISTRABLE SECURITIES; TRANSFER
  RESTRICTIONS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Sale of Registrable Securities

  	
   

  	
  8

  
	
  2.2

  	
   

  	
  Grant of Rights

  	
   

  	
  9

  
	
  2.3

  	
   

  	
  Transfer Restrictions

  	
   

  	
  9

  
	
  2.4

  	
   

  	
  Rule 144 Sales

  	
   

  	
  9

  
	
  2.5

  	
   

  	
  Transfers to and from Escrow Agent

  	
   

  	
  9

  
	
  2.6

  	
   

  	
  Transfer under Section 1145 Exemption

  	
   

  	
  9

  
	
  2.7

  	
   

  	
  Transfer pursuant to SEC/DOJ Settlement

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Certain Acknowledgments of the Stockholder

  	
   

  	
  10

  
	
  3.2

  	
   

  	
  Representations and Warranties of the Stockholder

  	
   

  	
  10

  
	
  3.3

  	
   

  	
  Representations and Warranties of the Issuer

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  INITIAL REGISTRATION AND SALE; DEMAND REGISTRATION; AND FINAL REGISTRATION

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Initial Registration

  	
   

  	
  13

  
	
  4.2

  	
   

  	
  Demand
  Registration

  	
   

  	
  14

  
	
  4.3

  	
   

  	
  Final
  Registration

  	
   

  	
  15

  
	
  4.4

  	
   

  	
  Underwriting

  	
   

  	
  18

  
	
  4.5

  	
   

  	
  Termination Event

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V INCIDENTAL OR “PIGGY-BACK” REGISTRATION

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Issuer Incidental Registration

  	
   

  	
  18

  
	
  5.2

  	
   

  	
  Stockholder Incidental Registration

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI REGISTRATION PROCEDURES

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Obligations of the Issuer

  	
   

  	
  19

  
	
  6.2

  	
   

  	
  Obligations of the Stockholder

  	
   

  	
  23

  
	
  6.3

  	
   

  	
  Notice to Discontinue; Blackout Periods

  	
   

  	
  24

  
	
  6.4

  	
   

  	
  Reports and Materials to be Filed under the Securities
  Act and the Exchange Act

  	
   

  	
  25

  
	
  6.5

  	
   

  	
  Registration Expenses

  	
   

  	
  26

  
	
  6.6

  	
   

  	
  Confidentiality

  	
   

  	
  27

  
	
  6.7

  	
   

  	
  Lock-Up
  Agreements

  	
   

  	
  27

  
	
  6.8

  	
   

  	
  Selection of Underwriters

  	
   

  	
  28

  



 











 


	
  6.9

  	
   

  	
  Priority

  	
   

  	
  29

  
	
  6.10

  	
   

  	
  Pricing

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII INDEMNIFICATION

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Indemnification by the Issuer

  	
   

  	
  30

  
	
  7.2

  	
   

  	
  Indemnification by the Stockholder

  	
   

  	
  30

  
	
  7.3

  	
   

  	
  Conduct of Indemnification Proceedings

  	
   

  	
  31

  
	
  7.4

  	
   

  	
  Contribution

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII MISCELLANEOUS

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Recapitalizations, Exchanges, etc.

  	
   

  	
  32

  
	
  8.2

  	
   

  	
  Notices

  	
   

  	
  33

  
	
  8.3

  	
   

  	
  Entire Agreement; No Inconsistent Agreements

  	
   

  	
  34

  
	
  8.4

  	
   

  	
  Further Assurances

  	
   

  	
  34

  
	
  8.5

  	
   

  	
  Other Agreements

  	
   

  	
  34

  
	
  8.6

  	
   

  	
  No Third-Party Beneficiaries

  	
   

  	
  34

  
	
  8.7

  	
   

  	
  Assignment

  	
   

  	
  34

  
	
  8.8

  	
   

  	
  Amendments and Waivers

  	
   

  	
  34

  
	
  8.9

  	
   

  	
  Severability

  	
   

  	
  35

  
	
  8.10

  	
   

  	
  Counterparts and Signature

  	
   

  	
  35

  
	
  8.11

  	
   

  	
  Interpretation

  	
   

  	
  36

  
	
  8.12

  	
   

  	
  GOVERNING LAW

  	
   

  	
  36

  
	
  8.13

  	
   

  	
  Submission to Jurisdiction; Selection of Forum; Waiver
  of Trial by Jury

  	
   

  	
  36

  
	
  8.14

  	
   

  	
  Remedies

  	
   

  	
  37

  
	
  8.15

  	
   

  	
  Comcast Letter Agreement

  	
   

  	
  37

  



 



 ii















REGISTRATION RIGHTS AND
SALE AGREEMENT


REGISTRATION
RIGHTS AND SALE AGREEMENT, dated as of July 31, 2006 (this “Agreement”),
by and between Adelphia Communications Corporation, a Delaware corporation (“Adelphia”),
for itself and each of its Debtors (as defined below), and Time Warner Cable
Inc., a Delaware corporation (the “Issuer”).


WHEREAS, Adelphia and
certain of its Affiliates are debtors and debtors in possession (the “Debtors”)
under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§101 et seq. (the “Bankruptcy Code”), having each
commenced voluntary cases (jointly administered as No. 02-41729 (REG)) on or
after June 10, 2002 in the Bankruptcy Court (the “Bankruptcy Case”);


WHEREAS, pursuant to that
certain Asset Purchase Agreement, dated as of April 20, 2005 (as amended,
the “TW NY APA”), by and between Adelphia and Time Warner NY Cable LLC,
a Delaware limited liability company and a subsidiary of the Issuer (“TW NY”),
TW NY will purchase certain assets and assume certain liabilities from Adelphia
and certain of its affiliates and related parties (the “Adelphia Transaction”);


WHEREAS, the aggregate
consideration payable to Adelphia pursuant to the TW NY APA consists, in part,
of the Purchase Shares; 


WHEREAS,
pursuant to that certain Amendment No. 2 to the TW NY APA, TW NY and Adelphia
amended the TW NY APA to provide for, among other things, the Adelphia
Transaction to be effected pursuant to section 363 of the Bankruptcy Code (the
“APA Amendment”);  


WHEREAS, as
an inducement to TW NY to enter into the APA Amendment, Adelphia has agreed to
sell or cause the sale of at least 33-1¤3%
(inclusive of the overallotment option, if any) of the Purchase Shares in a
firm-commitment underwritten public offering pursuant to the terms of this
Agreement; and


WHEREAS,
pursuant to the TW NY APA, TW NY is causing the Issuer to enter into this
Agreement.


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows: 











 


ARTICLE I



DEFINITIONS


1.1           Certain Definitions.  As
used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings
indicated:


“Additional Disposition”
means a transaction that is registered pursuant to Section 4.3(b).


“Additional
Registration” means any registration of sale of Registrable Securities
pursuant to either Section 4.3(b)(i) or Section 4.3(b)(ii).


“Additional
Registration Event” means that the following conditions are met: (A) the
Section 1145 Exemption was not available as contemplated by
Section 4.3(a)(x); (B) the Stockholder either (i) did not have the ability
to sell Registrable Securities pursuant to the Demand Registration under
Section 4.2 or (ii) did not exercise its right to request a Demand Registration
under Section 4.2; and (C) the Registrable Securities are not then eligible to
be sold under Rule 144.


“Additional
Registration Statement” means a registration statement effecting an
Additional Registration filed pursuant to the Securities Act.


“Adelphia” has the
meaning set forth in the preamble to this Agreement.


“Adelphia Claimants”
means the creditors and stakeholders of the Debtors in the Bankruptcy Case.


“Adelphia Financial Information”
means the Offering Financial Information as defined in the TW NY APA.


“Adelphia Transaction”
has the meaning set forth in the recitals to this Agreement.


“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, (a) none
of Adelphia or any of its Affiliates shall be deemed to be an Affiliate of any
of the Issuer or any of its Affiliates and (b) none of the Issuer or any
of its Affiliates shall be deemed to be an Affiliate of any of Adelphia or any
of its Affiliates.


“Agreement” has the meaning set forth in the
recitals to this Agreement.



 2
 








“APA
Amendment” has the meaning set forth in the recitals to this Agreement.


“Bankruptcy
Case” has the meaning set forth in the recitals to this Agreement.


“Bankruptcy
Code” has the meaning set forth in the recitals to this Agreement.


“Bankruptcy
Court” has the meaning set forth in the TW NY APA.


“Blackout
Period” has the meaning set forth in Section 6.3(b).


“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.


“Buyer Indemnified
Party” has the meaning set forth in the TW NY APA.


“Class A
Common Stock” means the Class A Common Stock, par value $0.01 per share, of
the Issuer.


“Closing”
has the meaning set forth in the TW NY APA.


“Co-Managers”
has the meaning set forth in Section 6.8.


“Comcast”
means Comcast Corporation, a Pennsylvania corporation.


“Comcast Registration
Rights Agreement” means that certain Registration Rights Agreement, dated
as of March 31, 2003, as amended, by and among TWE Holdings II Trust, TWX
and the Issuer.


“Comcast
Letter Agreement” means that certain Letter Agreement  entered into on June 21, 2006 by and among
Comcast, TWE Holdings II Trust, Adelphia and the Issuer.


“Commission”
means the Securities and Exchange Commission or any other federal agency at the
time administering the Securities Act.


“Counterparty”
means any underwriter, broker or dealer with respect to a Disposition.


“Debtors”
has the meaning set forth in the recitals to this Agreement.


“Demand
Registrable Securities” has the meaning set forth in Section 4.2(a).


“Demand Registration”
has the meaning set forth in Section 4.2(a)



 3
 








“Demand
Registration Statement” has the meaning set forth in Section 4.2(a).


“Demand
Sale” means the sale of the Demand Registrable Securities under the Demand
Registration Statement in a single firm-commitment underwritten public
offering.


“Disclosure Package”
means, with respect to any Disposition, (i) the preliminary Prospectus, (ii) each
Free Writing Prospectus and (iii) all other information, in each case,
that is deemed, under Rule 159 under the Securities Act, to have been conveyed
to purchasers of securities (including Purchase Shares) at the applicable time.


“Disposition”
means any of the Initial Sale, the Demand Sale, the Final Distribution and each
Additional Disposition, as applicable.


“Escrow
Account” has the meaning set forth in the TW NY APA.


“Escrow
Agent” has the meaning set forth in the TW NY APA.


“Escrow
Agreement” has the meaning set forth in the TW NY APA.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


“Filing
Notice” has the meaning set forth in Section 5.2(a).


“Final
Distribution” has the meaning set forth in Section 4.3(c).


“Final
Distribution Notice” has the meaning set forth in Section 4.3(a).


“Final
Registrable Securities” has the meaning set forth in Section 4.3(a).


“Final
Registration” has the meaning set forth in Section 4.3(a).


“Final
Registration Statement” has the meaning set forth in Section 4.3(a).


“Financial Information
Requirement” means (a) delivery by Adelphia to TW NY or the Issuer of the
Offering Financial Information in accordance with Section 5.11(a) of the
TW NY APA and Section 6.2(a) of this Agreement, (b) the filing of Quarterly
Reports on Form 10-Q required to be filed by Adelphia pursuant to the last
sentence of Section 5.19 of the TW NY APA without regard to clause (ii) thereof
and (c) the filing of any Annual Report on Form 10-K required to be filed by
Adelphia pursuant to the last sentence of Section 5.19 of TW NY APA, in each
case, prior to 15 days following the date such information or filing is
required to be provided or made pursuant to the TW NY APA, the Exchange Act or
Section 6.2(a) of this Agreement, as applicable.


“Free Writing
Prospectus” means each “free writing prospectus” (as defined in Rule 405
under the Securities Act).



 4
 








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


“Incidental
Registration” has the meaning set forth in Section 5.2


“Indemnified
Party” has the meaning set forth in Section 7.3.


“Indemnifying Party”
has the meaning set forth in Section 7.3.


“Initial Number of
Shares” means the number of shares of the Initial Registrable Securities.


“Initial Registrable
Securities” means shares of Class A Common Stock representing at least 33-1¤3%
of the Purchase Shares (inclusive of the overallotment option, if any).


“Initial Registration”
has the meaning set forth in Section 4.1(a).


“Initial Registration
Deadline” has the meaning set forth in Section 4.1(a).


“Initial Registration
Statement” has the meaning set forth in Section 4.1(a).


“Initial
Sale” has the meaning set forth in Section 2.1(b). 


“Initial
Sale Commencement Date” means, with respect to the Initial Sale, the
earlier of the date on which (x) the distribution of a preliminary
Prospectus occurs and (y) the “road show” commences.


“Initial
Sale Deadline” has the meaning set forth in Section 2.1(b).


“Initial Sale
Extension Period” has the
meaning set forth in Section 2.1(b).


“Inspector”
has the meaning set forth in Section 6.1(f).


“Issuer”
has the meaning set forth in the preamble to this Agreement.


“Issuer
Securities” means (a) for purposes of Section 6.9, securities of
the Issuer proposed to be offered to the public for the account of the Issuer
in a transaction registered under the Securities Act, together with securities
of the Issuer to be offered to the public for the account of another Person other
than the Stockholder that are proposed to be included in such offering pursuant
to Section 5.2 and (b) for all other purposes, securities of the
Issuer proposed to be offered to the public for the account of the Issuer in a
transaction registered under the Securities Act.


“Liability”
has the meaning set forth in Section 7.1.



 5
 








“Lock-up
Agreement” has the meaning set forth in Section 6.7.


“Majority
Managing Underwriters” means a majority of the Managing
Underwriters, excluding the Managing Underwriter, if any, selected by Comcast
as contemplated by the last sentence of Section 6.8 of this Agreement.


“Managing
Underwriter” means, with respect to an offering, the lead book-running
managing underwriter(s) for such offering.


“NASD”
means the National Association of Securities Dealers, Inc.


“NYSE”
means the New York Stock Exchange.


“Permitted
Assignee” has the meaning set forth in Section 8.7.


“Person”
means any individual, firm, corporation, partnership, limited liability
company, “group” (as such term is used in Rule 13d-3 under the Exchange Act),
trust, incorporated or unincorporated association, joint venture, joint stock
company, labor union, Governmental Entity or other entity of any kind, and
shall include any successor (by merger or otherwise) of such entity.


“Prospectus”
means the prospectus related to any Registration Statement (including a
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective Registration Statement in reliance on
Rule 415 under the Securities Act), as amended or supplemented by any
amendment, pricing term sheet, Free Writing Prospectus or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference in such prospectus.


“Purchase Shares”
has the meaning set forth in the TW NY APA; it  being  understood
that Purchase Shares shall include all shares of Class A Common Stock
delivered by the Issuer or TW NY pursuant to the TW NY APA, including, for the
avoidance of doubt, to Adelphia or the Escrow Agent.


“Records”
has the meaning set forth in Section 6.1(f).


“Registrable
Securities” means each of the following: 
(a) the Purchase Shares and (b) any shares of Class A
Common Stock or any other equity securities issued or issuable to the
Stockholder or the Permitted Assignee in respect of any Purchase Shares by way
of a conversion, exchange, replacement, stock dividend or stock split or other
distribution in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization, spin-off or otherwise and any
shares of Class A Common Stock or voting common stock or other equity securities
issuable upon conversion, exercise or exchange thereof.  As to any particular Registrable Securities,
once issued, such securities shall cease to be Registrable Securities when (1)
a Registration Statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such Registration Statement, (2) they shall have
been Transferred to the



 6
 








public
pursuant to Rule 144 (or any successor provision then in effect) under the
Securities Act, (3) they shall have been otherwise transferred, and, in
accordance with Section 3.1, new certificates (or other evidences of ownership)
for them not bearing a legend restricting further transfer shall have been delivered,
or (4) they shall have ceased to be outstanding.


“Registration”
means each of the Initial Registration, the Demand Registration, each
Additional Registration or the Final Registration.  


“Registration
Actions” has the meaning set forth in Section 6.3(b).


“Registration
Expenses” has the meaning set forth in Section 6.5.


“Registration
Statement” means a registration statement filed pursuant to the Securities
Act, including the Initial Registration Statement, the Demand Registration
Statement, each Additional Registration Statement and the Final Registration
Statement, and any supplements or amendments thereto.  


“Remainder Plan”
has the meaning set forth in the TW NY APA.


“Restricted
Distribution” has the meaning set forth in Section 8.14(b).


“Section 1145
Exemption” means the exemption contemplated by section 1145 of the
Bankruptcy Code pursuant to which the distribution to the Adelphia Claimants of
the then remaining Registrable Securities would not be subject to the
registration requirements of the Securities Act.


“SEC/DOJ
Settlement” has the meaning set forth in the TW NY APA.


“Securities
Act” means the Securities Act of 1933.


“Stockholder”
means Adelphia or the Permitted Assignee.


“Stockholder
Counsel” means a firm of legal counsel designated by the Stockholder.


“Termination
Event” means the consummation by Adelphia of a chapter 11 plan of
reorganization pursuant to which at least 75% of the then remaining Registrable
Securities (other than those then held in the Escrow Account) are distributed
to the Adelphia Claimants pursuant to section 1145 of the Bankruptcy Code upon
the consummation of such plan; provided  that the Registrable
Securities shall have been approved for listing on the NYSE or the Nasdaq Stock
Market at or prior to two weeks after such consummation unless (i) the
Issuer has not complied with Section 6.1(j) in all material respects or
(ii) 90% of the then remaining Registrable Securities have been so
distributed.


“Transfer” means,
with respect to any Registrable Security, the offer for sale, sale, pledge,
transfer or other disposition or encumbrance (or any transaction or



 7
 








device that is designed
to or could be expected to result in the transfer or the disposition by any
Person at any time in the future) of such Registrable Security, and shall
include the entering into of any swap, hedge or other derivatives transaction
or other transaction that transfers to another in whole or in part any rights,
economic benefits or risks of ownership, including by way of settlement by
delivery of such Registrable Security or other securities in cash or otherwise.


“TWE Holdings II
Trust” means TWE Holdings II Trust, a Delaware statutory trust.


“TW NY” has the
meaning set forth in the recitals to this Agreement.


“TW NY APA” has
the meaning set forth in the recitals to this Agreement.


“TWX” means Time
Warner Inc. (f/k/a AOL Time Warner Inc.), a Delaware corporation.


1.2           Capitalized Terms. 
Capitalized terms used herein and in the Schedules hereto and not
otherwise defined shall
have the respective meanings ascribed to them in the TW NY APA.


1.3           Successor Laws, Rules, Regulations
and Forms. 
All references to laws, rules, regulations and forms in this Agreement
shall be deemed to be references to the comparable successor thereto in effect
at the time.


ARTICLE II



SALE OF REGISTRABLE
SECURITIES; TRANSFER RESTRICTIONS


2.1           Sale of Registrable Securities.  


(a)           General.  The Stockholder hereby agrees to Transfer or
cause the Transfer of Registrable Securities solely in accordance with and
subject to the terms and conditions set forth in this Agreement. 


 


(b)           Initial Sale.  Subject to the Initial Registration Statement
having been declared effective by the Commission:  


 


(i)            the Issuer and the Stockholder,
together with the Managing Underwriters, shall jointly determine when the
Initial Sale Commencement Date shall occur; it  being  understood
that (A) such date shall be no later than such time as would be
necessary to have the Initial Sale occur by the Initial Sale Deadline and
(B) the Issuer and the Stockholder shall cooperate in good faith to ensure
that such date shall be mutually beneficial to the Stockholder and the Issuer;
and 


 


(ii)           no later than three months after the
date on which the Initial Registration Statement is declared effective by the
Commission (the “Initial Sale Deadline”), the Stockholder shall,
pursuant to the Initial Registration Statement, sell



 8
 








all of the
Initial Registrable Securities pursuant to a single firm-commitment
underwritten public offering (the “Initial Sale”); provided, however, that such three month
period shall be extended for a period of time equal to the length of:  (A) any Blackout Period; plus
(B) the number of days that elapse from (1) the date any written
notice contemplated by Section 6.3(a) is given by the Issuer to
(2) the date on which the Issuer delivers to the Stockholder the
supplement or amendment contemplated by Section 6.3(a) or the date on
which a supplement or amendment contemplated by Section 6.3(a) is no
longer necessary; plus (C) a period of time of up to three months to the
extent that the Majority Managing Underwriters determine that the offering
should be delayed due to market conditions; plus (D) a period of time of
up to three months to the extent the Majority Managing Underwriters determine
that any material event at the Issuer has occurred that would reasonably be
expected to adversely affect the offering price of the Initial Registrable
Securities in any material respect relative to what the offering price would be
expected to be in the absence of such extension; plus (E) the period during
which a stop order issued by the Commission is in effect; provided, further,
that in addition to any extension described above, the Stockholder may delay
the Initial Sale no more than once (unless such delay is immediately followed
by an extension described in clause (A), (B), (C), (D) or (E) above, in which
case the Stockholder may, pursuant to this proviso, delay the Initial Sale one
additional time for each separate delay period or one or more of the extensions
described in clauses (A), (B), (C), (D) or (E) above is in effect) and by up to
seventy-two hours if (x) such delay would not require any
additional sales efforts by the Issuer and (y) the Managing Underwriters
unanimously agree that such delay will not adversely affect the offering or the
Initial Sale.  The parties acknowledge and agree that any
extension or delay described above shall begin to run upon its occurrence  regardless of whether a prior extension is in
effect.  


2.2           Grant of Rights.  The
Issuer hereby grants registration rights to the Stockholder upon the terms and conditions set forth in
this Agreement.


2.3           Transfer
Restrictions.  Except as expressly provided for in this
Agreement and subject to any Lock-up
Agreements, the Stockholder shall not, directly or indirectly, Transfer any
Registrable Securities.


2.4           Rule
144 Sales. 
Following the completion of the Initial Sale and subject to any Lock-up Agreements, the Stockholder
may effect a Transfer of any of the remaining Registrable Securities then held
by the Stockholder pursuant to Rule 144 under the Securities Act. 


2.5           Transfers
to and from Escrow Agent. 
The Stockholder may Transfer Registrable Securities to and from the Escrow Agent
pursuant to the Escrow Agreement.


2.6           Transfer
under Section 1145 Exemption.  Subject to any Lock-up Agreements, the
Stockholder may effect a
Transfer of Registrable Securities to the Adelphia Claimants pursuant to the
Section 1145 Exemption.



 9














 


2.7           Transfer
pursuant to SEC/DOJ Settlement.  The Stockholder may Transfer Registrable
Securities to the United
States pursuant to the SEC/DOJ Settlement.


ARTICLE
III



REPRESENTATIONS AND WARRANTIES


3.1           Certain Acknowledgments of the
Stockholder.  The
Stockholder acknowledges that all Registrable Securities will be issued
pursuant to an exemption from registration under the
Securities Act and applicable state securities laws and agrees not to Transfer
such Registrable Securities in any transaction which would be in violation of
the Securities Act or applicable state securities law.  The Stockholder acknowledges that the
following legend will appear on the certificates for the Registrable Securities
reflecting the foregoing restriction. 
The Issuer shall, at the request of the Stockholder, remove from each
certificate evidencing Registrable Securities the following legend if the
Registrable Securities are being Transferred pursuant to a Registration
Statement or distributed to the Adelphia Claimants pursuant to the Section 1145
Exemption or if the Issuer is reasonably satisfied (based upon an opinion of
counsel or other evidence) that the securities evidenced thereby may be
publicly sold without registration under the Securities Act;
provided, however, that the Issuer or Issuer’s counsel shall not
be required to deliver an opinion of counsel to the effect that the securities
evidenced thereby may be publicly sold without registration under the
Securities Act unless Stockholder Counsel shall have delivered an opinion, upon
which the Issuer and Issuer’s counsel are entitled to rely, to the effect that
the securities evidenced thereby may be publicly sold without registration
under the Securities Act. 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR ANY OTHER
SECURITIES LAWS.  SUCH SECURITIES MAY NOT
BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED,
EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES
WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES LAWS, OR (II) UPON THE
FURNISHING TO TIME WARNER CABLE INC. BY THE HOLDER OF THIS CERTIFICATE OF AN
OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO TIME WARNER CABLE
INC. THAT SUCH SECURITIES ARE NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE
SECURITIES LAWS.”


3.2           Representations and Warranties of
the Stockholder.  The
Stockholder hereby represents and warrants to the Issuer as
follows:



 10
 






 



(a)           Power, Binding Agreement.  The Stockholder is a corporation duly
organized, validly existing and in good standing under the laws of
Delaware.  The Stockholder has all
requisite corporate power and authority to enter into this Agreement.  The
execution, delivery and performance by the Stockholder of this Agreement have
been duly and validly authorized and no additional corporate, shareholder or
similar authorization or consent is required in connection with the execution,
delivery and performance by the Stockholder of this Agreement.  This Agreement constitutes a valid and
legally binding obligation of the Stockholder and (assuming due execution and
delivery by the other parties hereto) is enforceable  in accordance with its terms except as the
indemnification and contribution provisions contained in Article VII may
be held to be unenforceable as against public policy.


(b)           No Conflicts.


(i)            The execution, delivery and
performance by the Stockholder of this Agreement does not, and the consummation
by the Stockholder of the transactions contemplated by this Agreement will not,
(A) violate any provision of the charter, by-laws or other organizational
document of the Stockholder, (B) conflict with, or result in any violation
or breach of, or constitute (with or without notice or lapse of time, or both)
a default (or give rise to a right of termination, cancellation, modification
or acceleration of any right or obligation) under, require a consent or waiver
under, constitute a change in control under, or result in the imposition of any
lien on the Stockholder’s assets under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, contract,
agreement or instrument to which the Stockholder is a party or by which it or
any of its properties or assets may be bound, or (C) conflict with or
violate any permit, concession, franchise, license, judgment, injunction,
order, decree, statute, law, ordinance, rule or regulation applicable to the
Stockholder or any of its properties or assets, except in the case of clauses
(B) and (C) of this Section 3.2(b)(i) for any such
conflicts, violations, breaches, defaults, terminations, cancellations,
accelerations or liens as would not, individually or in the aggregate, have a
material adverse effect on the ability of the Stockholder to consummate the
transactions contemplated by this Agreement or the effectiveness of any
Registration Statement.


(ii)           No
consent, approval, license, permit, order or authorization of, or registration,
declaration, notice or filing with, any Governmental Entity or any other Person
is required by or with respect to the Stockholder in connection with the
execution, delivery and performance of this Agreement by the Stockholder or the
consummation by the Stockholder of the transactions contemplated by this
Agreement, other than the approval by the Bankruptcy Court (which approval has
been obtained as of the date hereof) and, with respect to any Registration or
Incidental Registration, the filings and other actions required by the Securities
Act, the Exchange Act, the rules of any stock exchange or automated quotation
system on which the Registrable Securities are to be listed, the rules of any
self-regulatory organization and state securities or “blue sky” laws, and
except for any such consents, approvals, licenses, permits, orders or
authorization, registration, declaration, notices or filings as would not, individually or in the aggregate, have a
material adverse effect on the ability of the Stockholder to



 11
 






 



consummate the transactions
contemplated by this Agreement or the effectiveness of any Registration
Statement.


3.3           Representations and Warranties of
the Issuer.  The
Issuer hereby represents and warrants to the Stockholder as follows:


(a)           Power, Binding Agreement.  The Issuer is a corporation duly organized,
validly existing and in good standing under the laws of Delaware.  The Issuer has all requisite corporate power
and authority to execute and deliver this Agreement and to perform its obligations
hereunder.  The execution, delivery and
performance by the Issuer of this Agreement have been duly and validly
authorized and no additional corporate, shareholder or similar authorization or
consent is required in connection with the execution, delivery and performance
by the Issuer of this Agreement.  This
Agreement constitutes a valid and legally binding obligation of the Issuer, and
(assuming due execution and delivery by the other parties hereto) is
enforceable in accordance with its terms, except as the indemnification and
contribution provisions contained in Article VII may be held to be
unenforceable as against public policy and except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally and by general equitable principles (whether considered in a
proceeding in equity or at law).


(b)           No Conflicts.


(i)            The
execution, delivery and performance by the Issuer of this Agreement does not,
and the consummation by the Issuer of the transactions contemplated by this
Agreement will not, (A) violate any provision of the charter, by-laws or
other organizational document of the Issuer, (B) conflict with, or result
in any violation or breach of, or constitute (with or without notice or lapse
of time, or both) a default (or give rise to a right of termination,
cancellation, modification or acceleration of any right or obligation) under,
require a consent or waiver under, constitute a change in control under, or
result in the imposition of any lien on the Issuer’s assets under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, lease,
license, contract, agreement or instrument to which the Issuer is a party or by
which it or any of its properties or assets may be bound, or (C) conflict
with or violate any permit, concession, franchise, license, judgment,
injunction, order, decree, statute, law, ordinance, rule or regulation
applicable to the Issuer or any of its properties or assets, except in the case
of clauses (B) and (C) of this Section 3.3(b)(i) for any such
conflicts, violations, breaches, defaults, terminations, cancellations,
accelerations or liens as would not, individually or in the aggregate, have a
material adverse effect on the Issuer or on the ability of the Issuer to
consummate the transactions contemplated by this Agreement or the effectiveness
of any Registration Statement.


(ii)           No consent, approval, license,
permit, order or authorization of, or registration, declaration, notice or
filing with, any Governmental Entity or any other Person is required by or with
respect to the Issuer in connection with the execution, delivery and
performance of this Agreement by the Issuer or the



 12
 






 



consummation
by the Issuer of the transactions contemplated by this Agreement, other than,
with respect to any Registration or Incidental Registration, filings and other
actions required by the Securities Act, the Exchange Act, the rules of any
stock exchange or automated quotation system on which the Registrable
Securities are to be listed, the rules of any self-regulatory organization and
state securities or “blue sky” laws, and except for any
such consents, approvals, licenses, permits, orders or authorization,
registration, declaration, notices or filings as would not, individually or in the aggregate, have a
material adverse effect on the Issuer or on the ability of the Issuer to
consummate the transactions contemplated by this Agreement or the effectiveness
of any Registration Statement.


ARTICLE
IV



INITIAL
REGISTRATION AND SALE; DEMAND REGISTRATION;

AND FINAL REGISTRATION


4.1           Initial Registration.  


(a)           Effective Initial
Registration.  Subject to
Section 6.3, the Issuer shall use commercially reasonable efforts (it
being  understood  that expenses incurred in connection with
the preparation and filing of the Initial Registration Statement and the
listing of the Initial Registrable Securities shall not be a factor in the
measurement of such commercially reasonable efforts) to:  


(i)            as
promptly as reasonably practicable following the Closing, prepare and file a
Registration Statement on Form S-1 or other appropriate form under
the Securities Act (the “Initial Registration Statement”) covering the
Initial Sale of the Initial Registrable Securities on a delayed basis pursuant
to Rule 415 under the Securities Act (the “Initial Registration”); it
being  understood  that such Initial Sale shall be effected
solely by means of a single firm-commitment underwritten public offering;


(ii)           subject
to extensions consented to by Adelphia (such consent not to be unreasonably
withheld), cause the Initial Registration Statement to be declared effective by
the Commission as promptly as reasonably practicable after such filing but not
later than the later of (A) five months following the Closing and
(B) January 31, 2007 (such later date, the “Initial Registration
Deadline”); it  being  understood  that the Issuer
and the Stockholder shall cooperate in good faith to ensure that, subject to
the Initial Registration Deadline, the Initial Registration Statement shall be
declared effective at a time that is mutually beneficial to the Issuer and the
Stockholder; and


(iii)          keep the Initial Registration
Statement continuously effective until the date which is the earlier of
(A) the time at which the Initial Registrable Securities required to be
sold pursuant to this Agreement have been sold and (B) the Initial Sale
Deadline (subject to extension pursuant to Section 2.1(b)(ii)).



 13
 






 



(b)           Method of
Disposition.  The sale of Initial
Registrable Securities pursuant to the Initial Registration Statement shall be
made solely by means of a single firm-commitment underwritten public offering.


4.2           Demand Registration.  


(a)           Request for
Demand Registration.  Subject
to any Lock-up Agreements, at any time after the Initial Sale and prior to the
effective date of the Remainder Plan, the Stockholder may make a
single written request to the Issuer to register the Demand Sale of up to the
number of Registrable Securities remaining after the completion of the Initial
Sale stated in such request (the “Demand Registrable Securities”) on the
appropriate form under the Securities Act (the “Demand Registration
Statement”); provided  however, that the Issuer shall not be
obligated to effect the Demand Registration unless the reasonably expected net
proceeds to the Stockholder from the Demand Sale of the Demand Registrable
Securities are, as determined at the time of such request, in excess of $250
million (the “Demand Registration”).  


(b)           Effective
Demand Registration.  Subject to
Section 6.3, the Issuer shall use commercially reasonable efforts (it
being  understood  that expenses incurred in connection with
the preparation and filing of the Demand Registration Statement  and the listing of the Demand Registrable
Securities shall not be a factor in the measurement of such commercially
reasonable efforts) to: 


(i)            prepare
and file the Demand Registration Statement as promptly as reasonably
practicable after the Issuer receives the request under Section 4.2(a);


(ii)           cause
the Demand Registration Statement to be declared effective by the Commission as
promptly as reasonably practicable after the Issuer receives such request under
Section 4.2(a); and 


(iii)          keep the Demand Registration Statement
continuously effective until the earlier of (A) the completion of the
Demand Sale and (B) three months after the date the Demand Registration
Statement is declared effective by the Commission; provided, however,
that such three month period shall be extended for a period of time equal to
the length of: (1) any Blackout Period; plus
(2) the number of days that elapse from (x) the date any written
notice contemplated by Section 6.3(a) is given by the Issuer to
(y) the date on which the Issuer delivers to the Stockholder the
supplement or amendment contemplated by Section 6.3(a); plus (3) a
period of time of up to three months to the extent that the Majority Managing
Underwriters determine that the offering should be delayed due to market
conditions; plus (4) a period of time of up to three months to the extent
the Majority Managing Underwriters determine that any material event at the
Issuer has occurred that would reasonably be expected to adversely affect the
offering price of the Initial Registrable Securities relative to what the
offering price would be expected to be in the absence of such extension; plus
(5) the period during which a stop order issued by the Commission is in effect.  The parties acknowledge and



 14
 






 



agree that any
extension described above shall begin to run upon its occurrence regardless of
whether a prior extension is in effect.


(c)           Method of
Disposition.  The sale of Demand
Registrable Securities pursuant to the Demand Registration Statement shall be
made solely by means of a single firm-commitment underwritten public offering.


(d)           Revocation of
Demand Registration.  During the term
of this Agreement, the Stockholder may revoke the Demand Registration prior to
the effective date of the Demand Registration Statement; provided  that
such revoked Demand Registration shall count as the Demand Registration for
purposes of this Agreement unless the Stockholder has promptly reimbursed the
Issuer for all Registration Expenses arising from, in connection with or
relating to, such revoked Demand Registration; provided, further,
that (i) the Stockholder may revoke the Demand Registration following the
filing of the Demand Registration Statement only on one occasion during the
term of this Agreement, and (ii) once the “road show” in respect of the Demand
Sale pursuant to the Demand Registration has commenced, if the Stockholder
revokes the Demand Registration, the Issuer shall not be obligated to resume
such “road show” that has commenced or to attend or participate in any other
“road show” in respect of the Demand Registration.  Upon the revocation of the Demand
Registration, the Issuer shall be permitted to withdraw the Demand Registration
Statement and shall have no further obligation or other Liability pursuant to
this Section 4.2 with respect to such Demand Registration.


(e)           Financial Information
Requirement.  Notwithstanding
anything to the contrary in this Agreement, the Issuer shall not have any
obligation to register the Demand Registrable Securities pursuant to this
Section 4.2 if Adelphia fails to satisfy the Financial Information Requirement.


(f)            Reduction of
Demand Registrable Securities.  Notwithstanding
the foregoing, if the Stockholder has requested a Demand Registration in
accordance with Section 4.2(a), and the number of Demand Registrable
Securities the Stockholder is permitted to include in the offering covered by
such Demand Registration is reduced, pursuant to Section 6.9 and/or the
Comcast Letter Agreement, to below 50% of the number of Demand Registrable
Securities originally requested by the Stockholder because of the inclusion of
shares of Class A Common Stock held by another stockholder of the Issuer,
the Stockholder shall be entitled to make a request for another Demand Registration
pursuant to this Section 4.2.


4.3           Final Registration.  


(a)           Effective
Final Registration.  Subject to any
Lock-up Agreements, if at any time either (x) any party to this Agreement
shall reasonably determine that the Section 1145 Exemption is not
available to effect the distribution (coincident with the effective date of any
Remainder Plan) of the then remaining Registrable Securities (the “Final
Registrable Securities”), based on an order of the Bankruptcy Court, clear
statements made by the staff of the Commission or the inability



 15
 






 



of  counsel to such party to deliver an opinion
to the effect that the Section 1145 Exemption is available, and with the
concurrence of the other parties hereto (which concurrence shall not be
unreasonably withheld) (provided  that as promptly as practicable
following such determination, such party shall provide the other party with
written notice of such determination together with a copy of such order or
memorandum setting forth the communication with the staff of the Commission or
such party’s counsel), or (y) the Issuer shall deliver written notice to
the Stockholder electing, in its sole discretion, to effect the distribution of
the Final Registrable Securities to the Adelphia Claimants pursuant to the terms
of this Section 4.3 and not in reliance on section 1145 of the Bankruptcy
Code (provided  that the Issuer may not make such election if such
election would reasonably be expected to result in a material delay (including
any delay pursuant to Section 6.3) relative to when such distribution would
occur pursuant to a chapter 11 plan of reorganization resulting in a
Termination Event or would otherwise adversely affect such distribution in any
material respect) (each such notice pursuant to clause (x) or (y) above,
a “Final Distribution Notice”), then, subject to Section 6.3, as
promptly as reasonably practicable following delivery of the Final Distribution
Notice, the Issuer shall use commercially reasonable efforts (it  being
understood  that expenses incurred in connection with the
preparation and filing of a registration statement and the listing of the Final
Registrable Securities to be distributed pursuant to the Final Registration
Statement shall not be a factor in the measurement of such commercially
reasonable efforts) to:


(i)            prepare
and file as promptly as reasonably possible following delivery of the Final
Distribution Notice no more than one Registration Statement on the appropriate
form under the Securities Act (the “Final Registration Statement”)
effecting registration (the “Final Registration”) of such transactions involving
Final Registrable Securities as are required by the Commission to be registered
so that such Final Registrable Securities, when issued to the Adelphia
Claimants in such transactions, will be freely tradable by such Adelphia
Claimants and not subject to any resale restrictions, except to the extent that
any such Adelphia Claimant is an Affiliate of the Issuer or an underwriter (as
defined in section 1145(b) of the Bankruptcy Code);


(ii)           cause
the Final Registration Statement to be declared effective by the Commission as
promptly as reasonably practicable after delivery of a Final Distribution
Notice; and


(iii)          keep
the Final Registration Statement continuously effective until the time at which
the Final Distribution has been completed and the Class A Common Stock
distributed thereby is freely tradable in the hands of the distributees, except
to the extent that any such distributee is an Affiliate of the Issuer or an
underwriter (as defined in section 1145(b) of the Bankruptcy Code); provided,
however, that in no event shall the Issuer be required to keep the Final
Registration Statement effective for more than a six month period following the
date on which the relevant chapter 11 plan of reorganization of Adelphia and/or
any of its Affiliates becomes effective. 



 16
 






 



(b)           Additional
Registration.  Notwithstanding the
foregoing:


(i)            If the Issuer makes
the election contemplated by Section 4.3(a)(y) and the Stockholder makes a
written request, the Issuer shall file one additional Registration Statement to
enable the Stockholder to distribute any remaining Registrable Securities to
the Adelphia Claimants, to the extent required by the Commission so that such
Registrable Securities, when issued to the Adelphia Claimants in such distribution,
will be freely tradable by such Adelphia Claimants and not subject to any
resale restrictions, except to the extent that any such Adelphia Claimant is an
Affiliate of the Issuer or an underwriter (as defined in section 1145(b) of the
Bankruptcy Code).  Any such registration
pursuant to this Section 4.3(b)(i) shall be subject to Section 6.3 and shall
otherwise be governed by clauses (i) through (iii) of Section  4.3(a)
above, except that the words “delivery of the Final Distribution Notice” in
Section 4.3(a)(i) and (ii) shall be replaced with the words “delivery of the
notice under Section 4.3(b)(i).”


(ii)           If an Additional
Registration Event occurs and the Stockholder makes a written request, the
Issuer shall file one additional Registration Statement to register the public
offering by the Stockholder of the then remaining Registrable Securities for
cash in transactions not involving an underwriter or other intermediary (but
not any resale transactions by the recipients of such Registrable
Securities).  Any such registration
pursuant to this Section 4.3(b)(ii) shall be subject to Section 6.3 and shall
otherwise be governed by clauses (i) through (iii) of Section  4.3(a)
above, except that (x) the words “delivery of the Final Distribution Notice” in
Section 4.3(a)(i) and (ii) shall be replaced with the words “delivery of the
notice under Section 4.3(b)(ii)”, and (y) the Issuer shall not be required to
keep effective the Registration Statement filed pursuant to this
Section 4.3(b)(ii) for more than one month after the date of its
effectiveness.


(c)           Method
of Disposition.  The
Final Registration Statement shall be used solely to effect (i) a distribution
by the Stockholder of all Final Registrable Securities to the Adelphia
Claimants pursuant to a chapter 11 plan of reorganization confirmed by the
Bankruptcy Court and (ii) to the extent required by the Commission so that the
Final Registrable Securities, when issued to the Adelphia Claimants in such
transactions, will be freely tradable by such Adelphia Claimants and not
subject to any resale restrictions (except to the extent that any such Adelphia
Claimant is an Affiliate of the Issuer or an underwriter (as defined in section
1145(b) of the Bankruptcy Code)), the resale of the Registrable Securities
(such distribution described in clauses (i) and (ii), the “Final
Distribution”).


(d)           Restrictions
on Solicitation of Votes.  The
Stockholder and the Issuer shall reasonably consult with each other no less
than 60 days prior to the making of any solicitation of votes of the Adelphia
Claimants with respect to a Final Distribution and shall use commercially
reasonable efforts to determine, based on clear statements made by the staff of
the Commission, a final order of the Bankruptcy Court or an opinion of counsel,
whether the Section 1145 Exemption is available.  The Stockholder, the Issuer and their
respective Affiliates shall not make and shall not cause to be made any
solicitation of a vote of Adelphia Claimants with respect to the Final
Distribution unless either (i) the Final Registration Statement covering such
Final Distribution and the related solicitation of the votes of Adelphia
Claimants is effective



 17
 






 



(or, to the extent
permitted by securities laws and regulations, filed) at the time of such
solicitation, or (ii) the Stockholder and the Issuer have reasonably
determined, based on clear statements made by the staff of the Commission, a
final order of the Bankruptcy Court or an opinion of counsel to the effect that
the Section 1145 Exemption is available.


4.4           Underwriting.  The Initial Sale and the Demand Sale shall
each be in the form of a single firm-commitment underwritten public
offering, and the Managing Underwriters and Co-Managers for the Initial Sale
and the Demand Sale shall be selected in accordance with Section 6.8.


4.5           Termination Event.  Notwithstanding anything in this Agreement to
the contrary, if at any time a Termination Event shall
occur, the Issuer and the Stockholder shall have no further obligation or any
other Liability under this Agreement (except for any Liability arising prior to
such date) and the Issuer may immediately withdraw or terminate any
Registration Statement, whether or not effective as of such time.


ARTICLE V



INCIDENTAL OR “PIGGY-BACK” REGISTRATION


5.1           Issuer Incidental Registration.  At any time after the Closing, in connection
with either the Initial Registration
or, if applicable, the Demand Registration (but not in connection with the
Final Registration), the Issuer shall have the right, subject to the
limitations set forth in Section 6.9, to register Issuer Securities or
securities for the account of any stockholder of the Issuer other than the
Stockholder; provided, however, that (i) the Issuer shall not
include any securities for the account of another Person (other than pursuant
to the Comcast Registration Rights Agreement) if inclusion of such securities
will adversely affect the relevant Disposition in any material respect (it
being  understood  that any potential or actual reductions
pursuant to Section 6.9 shall not be considered in the determination of any
such adverse effect), and (ii) the Issuer shall not include any securities of
the Issuer for the account of any Person other than the Stockholder unless such
Person accepts the terms of the underwritten offering as agreed upon between
the Managing Underwriters and the Stockholder.


5.2           Stockholder Incidental
Registration.


(a)           At any time after the completion of
the Initial Sale, subject to any Lock-up Agreements, if the Issuer proposes to
file a Registration Statement with respect to an offering of securities (other
than debt securities, or non-participating preferred equity securities, which
are not exchangeable for or convertible into or otherwise linked to the common
equity of the Issuer) by the Issuer for its own account or for the account of
any stockholder of the Issuer other than the Stockholder (other than (i) a
registration statement on Form S-4 or S-8 or (ii) a registration statement
relating to the issuance of securities as consideration in any acquisition by
the Issuer), then the Issuer shall give written notice (a “Filing Notice”)
of such proposed filing to the Stockholder at least five Business Days before
the anticipated filing date, which notice shall describe the



 18
 






 



proposed registration and distribution and
offer the Stockholder the opportunity to register the number of Registrable
Securities as the Stockholder requests (an “Incidental Registration”).  


(b)           If the Stockholder
has made a written request to the Issuer to participate in the Incidental
Registration within five Business Days after receipt of the Filing Notice, the
Issuer shall permit the Stockholder to include up to all of its Registrable
Securities (subject to the limitations set forth in Section 6.9) in such
offering on the same terms and conditions as the securities of the Issuer or
for the account of such other stockholder, as the case may be, included
therein.  In connection with any
Incidental Registration under this Section 5.2 involving an underwritten
offering, the Issuer shall not be required to include any Registrable
Securities in such underwritten offering unless the Stockholder accepts the
terms of the underwritten offering as agreed upon by the Issuer and such other
stockholders, if any.


ARTICLE
VI



REGISTRATION PROCEDURES


6.1           Obligations of the Issuer.  In connection with any Registration
pursuant to Article IV or Incidental Registration in which
the Stockholder is including Registrable Securities pursuant to Article V:


(a)           the Issuer shall (i) before filing a Registration
Statement, Prospectus, Free Writing Prospectus or any amendments or supplements
thereto, provide Stockholder Counsel and any other Inspector with a
reasonable opportunity to review and comment on such Registration Statement,
each Prospectus included therein and each Free Writing Prospectus (and each
amendment or supplement thereto) to be filed with the Commission, subject to
such documents being under the Issuer’s control and (ii) notify the Stockholder,
Stockholder Counsel, and each other party participating in such distribution of
Registrable Securities of any stop order issued or threatened by the Commission
and use commercially reasonable action required to prevent the entry of such
stop order or to remove it if entered;


(b)           the Issuer shall, as
promptly as practicable, prepare and file with the Commission such amendments
and supplements to such Registration Statement and the Prospectus as may be
necessary to keep such Registration Statement effective as required by
Article IV of this Agreement and as required to remove, or prevent the
issuance of, any stop order issued or threatened by the Commission;


(c)           the
Issuer shall furnish to the Stockholder, prior to filing a Registration
Statement, at least one conformed copy of such Registration Statement as is
proposed to be filed, and thereafter shall promptly furnish such number of
conformed copies of such Registration Statement, each amendment and supplement
thereto (in each case including all exhibits thereto), and the Prospectus
included therein (including each preliminary Prospectus and any Prospectus
filed under Rule 424 under the Securities Act) as the Stockholder may
reasonably request in order to facilitate the disposition of the



 19
 






 



Registrable
Securities; in addition, the Issuer shall promptly after receipt furnish to the
Stockholder copies of the portions of any and all transmittal letters and any
other correspondence (including comment letters) with the Commission or any
other Governmental Entity in respect of such Registration Statement or
amendment or supplement thereto and that relate to the sections entitled “Plan
of Distribution” or “Selling Stockholder” or other sections containing
information provided by the Stockholder pursuant to Section 6.2, and the
Stockholder shall have the right to request that, subject to the terms of this
Agreement, the Issuer modify any such information contained in such
Registration Statement or amendment and supplement thereto pertaining to the
Stockholder in such sections, and the Issuer shall use commercially reasonable
efforts to comply with such request (provided, however, that the
Issuer shall not have any obligation to modify any information if the Issuer
reasonably expects that so doing would cause the Registration Statement to
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading);


(d)           the Issuer shall use
commercially reasonable efforts (i) to register or qualify all Registrable
Securities and other securities covered by the Registration Statement under
such other securities or “blue sky” laws of such States of the United States of America where an exemption is not
available and as the Stockholder shall reasonably request, (ii) to keep
such registration or qualification in effect during the period during which the
Registration Statement is required to be effective pursuant to this Agreement,
(iii) to obtain the withdrawal of any order or other determination
suspending such registration or qualification during the period during which
the Registration Statement is required to be effective pursuant to this
Agreement and (iv) to take any other action which may be reasonably
necessary or advisable to enable the Stockholder to consummate the Disposition
of the relevant Registrable Securities in such jurisdictions, except that the
Issuer shall not for any such purpose be required to (A) qualify generally
to do business as a foreign corporation in any jurisdiction wherein it would
not but for the requirements of this clause (iv) be obligated to be so
qualified, (B) subject itself to taxation in any such jurisdiction or
(C) consent to general service of process in any such jurisdiction;


(e)           the Issuer shall enter into and
perform customary agreements (including underwriting and indemnification and
contribution agreements in customary form with the Managing Underwriters,
Co-Managers or other Counterparty and reasonably acceptable to the
Counterparty) and take such other commercially reasonable actions as are
required in order to expedite or facilitate each Disposition (other than the
Final Distribution or an Additional Disposition) and shall provide all
reasonable cooperation, including causing appropriate officers to attend and
participate in “road shows,” including other information meetings organized by
the Counterparty, customary for similar dispositions; provided, however,
that the Issuer and such officers shall not be obligated to attend or
participate in more than one “road show” in connection with each such
Disposition, unless such “road show” has been interrupted pursuant to Section
6.3, in which case such officers shall continue to be obligated to attend or
participate in one more “road show”;


 



 20














 


(f)            the Issuer shall
make available at reasonable times for inspection by the Stockholder, the
Counterparties participating in any Disposition (other than the Final
Distribution or an Additional Disposition), Stockholder Counsel and any
attorney, accountant or other agent retained by any Counterparty (each, an “Inspector”
and collectively, the “Inspectors”), all financial and other records,
corporate documents of the Issuer and its Subsidiaries (collectively, the “Records”)
as are reasonably necessary to enable them to exercise their due diligence
responsibilities, and cause the Issuer’s and its Subsidiaries’ officers,
directors and employees, and the independent public accountants of the Issuer,
to discuss the business and affairs of the Issuer and its Subsidiaries, to
supply promptly all information reasonably requested by any such Inspector in
connection with such Registration Statement and to otherwise reasonably
cooperate in the due diligence process of the Inspectors; provided, however,
that the Issuer shall be under no obligation to provide any information to the
Stockholder, such Counterparties, Stockholder Counsel or any Inspector, and no
such party shall have access to any information that (x) consists of the
Tax Returns (as defined in the TW NY APA) of the Issuer or (y) based on
advice of the Issuer’s counsel, would (i) reasonably be expected to create
any Liability under applicable law, or waive any material legal privilege (provided
that in such latter event the Issuer shall use commercially reasonable
efforts to cooperate to permit disclosure of such information in a manner
consistent with the preservation of such legal privilege), (ii) result in
the disclosure of any trade secrets of third parties; or (iii) violate any
obligation of the Issuer with respect to confidentiality (provided  that,
with respect to clause (iii), to the extent specifically requested by the
Stockholder, the Issuer has in good faith sought to obtain a waiver regarding
the possible disclosure from the third party to whom it owes an obligation of
confidentiality);


(g)           in preparation for
any Disposition (other than the Final Distribution or an Additional
Disposition), the Issuer shall use commercially reasonable efforts to obtain “cold
comfort” letters addressed to the Issuer and the Counterparties and dated the
effective date of the Registration Statement and the date of the closing under
the agreement relating to such Disposition from the Issuer’s independent public
accountants, relating to the Issuer’s financial information, in customary form
and covering such matters of the type customarily covered by “cold comfort”
letters delivered in a firm-commitment underwritten public offering;


(h)           the Issuer shall use
commercially reasonable efforts to furnish, at the request of the Stockholder,
on the date such Registrable Securities are delivered to the Counterparties for
sale pursuant to such Registration Statement (other than the Final Registration
Statement or an Additional Registration Statement), a signed opinion, dated
such date, of counsel representing the Issuer for the purposes of such
Disposition (other than the Final Distribution or an Additional Disposition),
addressed to the Counterparties, covering such legal matters with respect to
such Disposition in respect of which such opinion is being given as the
Counterparties and the Stockholder may reasonably request and are customarily
included in such opinions relating to transactions similar to such Disposition;


(i)            the Issuer shall
comply with all applicable rules and regulations of the Commission, and
make available to its security holders, as soon as



 21
 






 



reasonably
practicable but no later than fifteen months after the effective date of
the Registration Statement, an earnings statement covering a period of twelve
months beginning after the effective date of the Registration Statement, in a
manner that satisfies the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder;


(j)            with respect to any
Disposition or a distribution of Registrable Securities to the Adelphia
Claimants pursuant to the Section 1145 Exemption, the Issuer shall use
commercially reasonable efforts to cause all Purchase Shares to be listed on
the NYSE and to thereafter comply with all applicable rules of the NYSE, at or
prior to the time of the relevant Disposition or completion of the distribution
pursuant to the Section 1145 Exemption, as the case may be, so as to permit the
continued listing of such securities on the NYSE, and if such listing on the
NYSE has not been effected within a reasonable period of time following the
first Disposition under this Agreement or completion of the distribution
pursuant to the Section 1145 Exemption, as the case may be, the Issuer shall
use commercially reasonable efforts to cause all Purchase Shares to be listed
on the Nasdaq Stock Market and thereafter shall use commercially reasonable
efforts to comply with all applicable rules of the Nasdaq Stock Market so as to
permit the continued listing of such securities on the Nasdaq Stock Market;


(k)           the Issuer shall use
commercially reasonable efforts to cause all Registrable Securities covered by
the Registration Statement to be registered with or approved by such
Governmental Entities as may be necessary in the written opinion of counsel to
the Issuer or Stockholder Counsel to enable the Stockholder to consummate the
Disposition of such Registrable Securities within the United States of America;


(l)            the Issuer shall
timely keep Stockholder Counsel advised as to the initiation and progress of
any Registration or Incidental Registration;


(m)          the Issuer shall
cooperate with the Stockholder and each underwriter participating in the
Disposition (other than the Final Distribution or an Additional Disposition) of
such Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD;


(n)           during the time
when a Prospectus is required to be delivered under the Securities Act, the
Issuer shall promptly give notice to the Stockholder (i) of the receipt by
the Issuer of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threat in writing
of any proceeding for such purpose, (ii) of the occurrence of any of the
events described in Section 6.3(b)that results in the Issuer delaying or
not taking a Registration Action; and (iii) of the determination by the
Issuer that a post-effective amendment to a Registration Statement will be
filed with the Commission; and



 22
 






 



(o)           the Issuer shall use
commercially reasonable efforts to promptly take all other steps necessary to
effect the registration of the Registrable Securities contemplated hereby.


6.2           Obligations of the Stockholder.


(a)           In connection with
any Disposition, the Stockholder shall (i) promptly furnish to the Issuer
in writing such information with respect to the Stockholder and the Disposition
as the Issuer may reasonably request or as may be required by law for use in
connection with any related Registration Statement or Prospectus and all
information required to be disclosed in order to make the information
previously furnished to the Issuer by the Stockholder not materially misleading
or necessary to cause such Registration Statement not to omit a material fact
with respect to the Stockholder necessary in order to make the statements
therein not misleading and (ii) provide the Issuer with the Adelphia
Financial Information for use in the preparation of any Registration Statement
in a timely manner so as to enable the Issuer to comply with its obligations
under Article IV and Sections 6.1 and 6.3 of this Agreement.


(b)           The Stockholder
shall comply with the Securities Act and the Exchange Act and all applicable
state securities laws and comply with all applicable regulations in connection
with the registration and the Disposition of the Registrable Securities.


(c)           The Stockholder
shall enter into and perform customary agreements (including underwriting and
indemnification and contribution agreements in customary form with the Managing
Underwriters or any other Counterparty and reasonably acceptable to the
Counterparty) and take such other commercially reasonable actions as are
required in order to expedite or facilitate the Disposition and shall provide
all reasonable cooperation customary for similar dispositions.


(d)           In connection with
any Disposition, the Stockholder and its Affiliates shall not use any Free
Writing Prospectus without the prior written consent of the Issuer.


(e)           In connection with
any Disposition, the Stockholder shall use commercially reasonable efforts to
assist the Issuer in responding to portions of any and all transmittal letters
and any other correspondence (including comment letters) from the Commission or
any other Governmental Entity in respect of any Registration Statement or
amendment or supplement thereto to the extent that such portions pertain to the
Stockholder, the Adelphia Financial Information or the information the
Stockholder has provided pursuant to Section 6.2; it  being  understood
that most relevant information is likely to be in the possession of the
Issuer or Comcast.


(f)            In preparation for
any Disposition (other than the Final Distribution or an Additional
Disposition), the Stockholder and Adelphia shall use commercially reasonable
efforts to obtain “cold comfort” letters addressed to the Issuer and the
Counterparties and dated the effective date of the Registration Statement and
the



 23
 






 



date of the
closing under the agreement relating to such Disposition from Adelphia’s
independent public accountants with respect to the Adelphia Financial
Information in customary form and covering such matters of the type customarily
covered by “cold comfort” letters delivered in a firm-commitment underwritten
public offering.


(g)           In connection with
the registration process with respect to each Disposition, the Stockholder and
Adelphia shall:


(i)            use commercially
reasonable efforts to cause the independent auditor of Adelphia to provide any
consents with respect to the Adelphia Financial Information that are required
for offerings registered under the Securities Act; and


(ii)           use commercially
reasonable efforts to cause the independent auditor of Adelphia to cooperate in
each Disposition, including by participating in meetings, drafting sessions and
due diligence sessions and cooperating with the Issuer in good faith to respond
to any comments from the Commission or any other Governmental Entity with
respect to the Adelphia Financial Information.


6.3           Notice to Discontinue; Blackout
Periods.


(a)           The Issuer shall
promptly notify the Stockholder (i) upon discovery that, or upon the
happening of any event as a result of which, the Prospectus or the Registration
Statement includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or of the occurrence of any event specified in Section 6.3(b)
that results in the Issuer delaying or not taking a Registration Action,
(ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or (iii) of any written
request by the Commission for (A) amendments to the Registration Statement
or any document incorporated or deemed to be incorporated by reference in the
Registration Statement, (B) supplements or amendments to the Prospectus or
(C) additional information.  Immediately
following any such event (x) upon the request of the Issuer, the
Stockholder shall suspend the use of the Prospectus and shall not sell or
distribute any Registrable Securities pursuant to the Registration Statement
until the Stockholder has received copies of the supplemented or amended Prospectus
or until it is advised by the Issuer that the Prospectus may be used, and
(y) the Issuer shall use commercially reasonable efforts to, as promptly
as practicable or in the case of an event specified in Section 6.3(b), by
the end of the Blackout Period (as defined below), if necessary, prepare and
file a post-effective amendment to the Registration Statement or a supplement
or amendment to the related Prospectus or any document that would be
incorporated by reference into the Registration Statement and Prospectus so
that the Registration Statement does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and such Prospectus
does not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made,



 24
 






 



not misleading
and promptly thereafter deliver to the Stockholder a reasonable number of
copies of the supplement or amendment of such Prospectus complying with the
foregoing, and, in the case of a post-effective amendment to a Registration
Statement, use commercially reasonable efforts to cause it to be declared
effective as promptly as is reasonably practicable.


(b)           The Issuer shall not
be required to file any Registration Statement pursuant to this Agreement, file
any amendment thereto, furnish any supplement or amendment to a Prospectus
included in a Registration Statement, make any other filing with the
Commission, cause any Registration Statement or other filing with the
Commission to become effective, or take any similar action (collectively, “Registration
Actions”) and may withdraw any Registration Statement or other filing with
the Commission, and any and all sales of Registrable Securities by a holder
thereof pursuant to a Registration Statement shall be suspended for a period of
time (each such period, a “Blackout Period”) for so long as, in the good
faith judgment of the Issuer (as evidenced by a certificate of an officer of
the Issuer), such Registration Action would (i) materially interfere with
business activities or plans of the Issuer, (ii) adversely affect the
Issuer or the Issuer’s trading markets, (iii) require the disclosure of
material non-public information which disclosure would be detrimental to the
Issuer, (iv) require the inclusion of financial statements of the Issuer
or any business acquired by the Issuer that are not then available or (v) be
prohibited by the Comcast Letter Agreement for the periods set forth
therein.  Upon the occurrence of any
condition described in clause (i), (ii), (iii), (iv) or (v) of the
first sentence of this Section 6.3(b), the Issuer shall give prompt notice
thereof to the Stockholder if it intends to delay any of the Registration
Actions and/or suspend sales of Registrable Securities.  Upon the termination of the condition
described in clause (i), (ii), (iii), (iv) or (v) of the first sentence of this
Section 6.3(b), the Issuer shall give prompt notice to the Stockholder and
shall promptly proceed with the Registration Actions and make any other filing
with the Commission required of it or terminate any suspension of sales or
distribution it has put into effect and shall take such other commercially
reasonable actions to permit the Disposition of Registrable Securities as
contemplated by this Agreement.


(c)           In the event that
the Issuer declares a Blackout Period pursuant to Section 6.3(b) with respect
to the Demand Registration, the Stockholder shall have the right to revoke such
Demand Registration without such request counting as a revocation of a Demand
Registration for purposes of Section 4.2(d) and without any liability for
Registration Expenses arising from, in connection with or relating to, such
revoked Demand Registration.


6.4           Reports and Materials to be Filed
under the Securities Act and the Exchange Act.  The Issuer shall timely file the reports and
materials required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the Commission thereunder
(including but not limited to the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c) of Rule 144) and, following the
completion of the Initial Sale, shall take all commercially reasonable actions
as the Stockholder or any broker or dealer facilitating a sale of Registrable
Securities may reasonably request to enable the Stockholder to sell Registrable
Securities



 25
 






 



without registration
under the Securities Act within the limitation of the exemptions provided by
(a) Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or (b) any similar rules or regulations
hereafter adopted by the Commission. 
Upon the request of the Stockholder, the Issuer shall deliver to the
Stockholder a written statement as to whether it has complied with such
requirements.


6.5           Registration Expenses.  The Issuer shall pay all Registration
Expenses (as defined below) arising from or incident
to the Initial Registration; provided, however, that the
Stockholder shall bear the expense of any broker’s commission or underwriter’s
discount, fee or commission relating to the Initial Registrable Securities
included in the Initial Registration and the Initial Sale and the fees,
disbursements and expenses of the Stockholder’s counsel and accountants (except
to the extent such accountants’ expenses are contemplated to be paid by the
Issuer pursuant to the TW NY APA).  The
Stockholder shall pay all Registration Expenses arising from or incident to the
Demand Registration, the Final Registration, each Additional Registration, the
Demand Sale, the Final Distribution and each Additional Disposition, including
the expense of any broker’s commission or underwriter’s discount, fee or
commission relating to such Registration and Disposition, provided, however,
that the Issuer shall bear the portion of the Registration Expenses that is equal
to the incremental amount incurred as a result of the participation of the
Issuer or any Person other than the Stockholder in a Demand Sale, Final
Distribution or Additional Disposition. 
In connection with any Incidental Registration, the Stockholder shall
bear the portion of the Registration Expenses that is equal to the incremental
amount incurred as a result of the Stockholder’s participation in the
Incidental Registration. The Issuer shall pay all fees and expenses payable in
connection with the listing of the securities on any securities exchange.  “Registration Expenses” means all
expenses arising from or incident to any Registration or Incidental
Registration, including any and all expenses incident to performance of or
compliance with any registration or marketing of securities pursuant to this
Agreement, including:  (a) the fees,
disbursements and expenses of Issuer’s counsel and accountants in connection
with this Agreement and the performance of the Issuer’s counsel and accountants
in connection with this Agreement and the performance of the Issuer’s
obligations hereunder; (b) all expenses, including filing fees, in
connection with the preparation, printing and filing of any Registration
Statement, any Prospectus or preliminary Prospectus, any other offering
document and amendments and supplements thereto and the mailing and delivering
of copies thereof to any underwriters and dealers; (c) the cost of
printing or producing any agreements among underwriters, underwriting
agreements, and blue sky or legal investment memoranda, any selling agreements
and any other documents in connection with the offering, sale, distribution or
delivery of the securities to be disposed of; (d) all expenses in
connection with the qualification of the securities to be disposed of for
offering and sale or distribution under state securities laws, including the
fees and disbursements of counsel for the underwriters in connection with such
qualification and in connection with any blue sky and legal investment surveys;
(e) the filing fees incident to securing any required review by the NASD
of the terms of the sale or distribution of the securities to be disposed of;
(f) transfer agents’ and registrars’ fees and expenses and the fees and
expenses of any other agent or trustee appointed in connection with such
offering; (g) all security engraving and security



 26
 






 



printing expenses;
(h) any other fees and disbursements of underwriters customarily paid by
the issuers of securities; and (i) the costs and expenses of the Issuer relating
to analyst or investor presentations or any “road show” undertaken in
connection with the registration and/or marketing of any Registrable
Securities.  Without limiting the
generality of the foregoing, in no event shall the Issuer or any of its Affiliates
bear any Registration Expenses of or relating to resales of Class A Common
Stock by Adelphia Claimants in the Final Distribution or any Additional
Distribution.


6.6           Confidentiality.  Any Records provided in connection with
Section 6.1(f) that the Issuer determines, in good faith,
to be confidential and which it notifies the Inspectors are confidential shall
not be publicly disclosed by the Inspectors (and the Inspectors shall confirm
their agreement in writing in advance to the Issuer if the Issuer shall so
request) unless (a) the disclosure of such Records is necessary, in the
Issuer’s reasonable judgment, to avoid or correct a misstatement or omission in
the Registration Statement, (b) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction
after exhaustion of all appeals therefrom or (c) the information in such
Records was known to the Inspectors on a non-confidential basis prior to its
disclosure by the Issuer or has been made generally available to the public or
otherwise becomes available on a non-confidential basis.  The Stockholder agrees that it shall, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction, give prompt notice to the Issuer and allow the Issuer, at the
Issuer’s expense, to undertake appropriate action to prevent disclosure of the
Records deemed confidential.


6.7           Lock-Up Agreements.


(a)           If requested in
writing by any Managing Underwriter in connection with the Initial Registration,
Demand Registration or any Incidental Registration, each of the Stockholder and
the Issuer shall execute and deliver agreements (“Lock-up Agreements”)
containing such customary restrictions on its ability to Transfer Registrable
Securities as such Managing Underwriter may reasonably request; provided
that such restrictions shall be the same for all parties to this
Agreement (except that, with respect to the Final Distribution or any
distribution under section 1145 of the Bankruptcy Code, if agreed to by the
Managing Underwriters, the restriction on the Stockholder may be shorter than
that applicable to the Issuer) and shall not have a duration in excess of the
shortest period required by the Managing Underwriters and in any event not more
than 180 days after the completion of such offering.  Any Lock-up Agreements shall not prohibit the
filing of the Final Registration Statement (and the Registration Actions
related thereto) or the solicitation of votes of the Adelphia Claimants with
respect to the approval of the Final Distribution.  Any Lock-up Agreements executed by the
Stockholder shall contain provisions naming the Issuer as intended third-party
beneficiaries thereof and requiring the prior written consent of the Issuer for
any amendments thereto or waivers thereof. 
Any Lock-up Agreements executed by the Issuer shall contain provisions
naming the Stockholder as intended third-party beneficiaries thereof and
requiring the prior written consent of the Stockholder for any amendments
thereto or waivers thereof.



 27
 






 



(b)           The Issuer shall use
best efforts to cause all of its executive officers and directors to execute
lock-up agreements that contain restrictions that are no less restrictive than
the restrictions contained in the Lock-up Agreements executed by the
Issuer.  The terms of any underwriting
agreement entered into under this Agreement shall provide that the Managing
Underwriters will not waive the lock-up provisions applicable to any 5% or
greater stockholder of the Issuer (other than Comcast or TWE Holdings II Trust)
without granting a similar waiver to the Stockholder.  In addition, such underwriting agreement
shall also provide that to the extent any other stockholder (other than Comcast
or TWE Holdings II Trust) has shares being sold in the same registration as the
Stockholder, such stockholder shall be subject to a lock-up agreement
containing restrictions at least as restrictive as those imposed on the
Stockholder.


6.8           Selection of Underwriters.  In connection with the Initial Registration
and the Demand Registration,
the Issuer and the Stockholder shall select, in the aggregate, three
nationally-recognized investment banking firms as the Managing Underwriters and
such number of (x) additional Managing Underwriters and
(y) nationally-recognized investment banking firms as co-lead managers (or
the equivalent) (the “Co-Managers”), in each case, as determined by the
Issuer in its discretion, and in accordance with the following:


(a)           the Issuer shall
have the right to select two of the three Managing Underwriters, the identity
of which shall be subject to the consent of the Stockholder, such consent not
to be unreasonably withheld;


(b)           the Stockholder
shall have the right to select one of the three Managing Underwriters, the
identity of which shall be subject to the consent of the Issuer, such consent
not to be unreasonably withheld;


(c)           if the Issuer elects
to have additional Managing Underwriters, each of the Issuer and the
Stockholder shall have the right to select the same number of such additional Managing
Underwriters (in each case, subject to the consent of the other party, such
consent not to be unreasonably withheld);


(d)           each of the Issuer
and the Stockholder shall have the right to select the same number of
Co-Managers (in each case, subject to the consent of the other party with
respect to the identity of such Co-Managers, such consent not to be
unreasonably withheld); and


(e)           the Issuer shall
have the right, in its sole discretion, to designate the global coordinator(s)
and the stabilization agent.


Notwithstanding the
foregoing, in the event that Comcast exercises its right to select one co-lead
manager (or the equivalent) with respect to the offering pursuant to
Section 6.9 of the Comcast Registration Rights Agreement, any co-lead manager (or the equivalent)
selected by Comcast shall serve as a Co-Manager in connection with such
offering but shall be in addition to any of the Managing Underwriters,
additional Managing Underwriters or Co-Managers described above.



 28
 






 



 


6.9           Priority.  In any public offering of equity securities
of the Issuer (including pursuant to Article IV or Article V), if any
Managing Underwriter determines in good faith that the registration of all or
part of such securities requested to be included would have a material and adverse
effect on the success of such offering, then the securities to be included in
such offering shall be reduced by the Managing Underwriter as follows:


(a)           with respect to any
Registration,


(i)            first, from any
Issuer Securities or other securities (other than debt securities, or
non-participating preferred equity securities, not exchangeable for or
convertible into or otherwise linked to the common equity of the Issuer) for
the account of the Issuer and any Person other than the Stockholder proposed to
be included in such offering, until such Issuer Securities have, if necessary,
been reduced to zero; and


(ii)           second, subject to
clause (c) below, from any Registrable Securities held by the Stockholder;


(b)           with respect to any
other public offering,


(i)            first, from any
Registrable Securities held by the Stockholder to be included in such offering,
until such Registrable Securities have, if necessary, been reduced to zero; and


(ii)           second, from any
Issuer Securities or other securities (other than debt securities, or
non-participating preferred equity securities, not exchangeable for or
convertible into or otherwise linked to the common equity of the Issuer) for
the account of the Issuer and any stockholder of the Issuer other than the
Stockholder proposed to be included in such offering.


Notwithstanding the foregoing, no reduction pursuant
to this Section 6.9 shall be made in the number of Initial Registrable
Securities required to be included in the Initial Registration or the Initial
Sale pursuant to Sections 2.1 and 4.1 unless one or more holders of Issuer
Securities other than the Stockholder and the Issuer are participating in the
Initial Registration or the Initial Sale, in which case such reduction shall be
made pro rata (unless the stockholders participating in the offering agree
otherwise, subject to the proviso below) as to all securities (other than debt
securities, or non-participating preferred equity securities, not exchangeable
for or convertible into or otherwise linked to the common equity of the Issuer)
proposed to be included in such offering; provided, however, that
in all events, following any such reductions, such offering shall include a
number of shares of Class A Common Stock equal to or greater than the Initial
Number of Shares.  If the number of
shares of Class A Common Stock sold by the Stockholder and the other selling
stockholders in such offering equals or exceeds the Initial Number of Shares,
the Stockholder shall be deemed to have satisfied its obligations under
Section 2.1(b)(ii).



 29
 






 



 


6.10         Pricing.  The offering price of the Registrable
Securities and the gross spread in a Disposition (other than the Final
Distribution or an Additional Disposition) shall be determined by the
Stockholder, following consultation with the Issuer and in accordance with the
recommendations of the Managing Underwriters and, in the case of the Initial Sale, as
necessary to effectuate such Disposition.


ARTICLE
VII



INDEMNIFICATION


7.1           Indemnification by the Issuer.  The Issuer agrees to indemnify and hold
harmless the Stockholder, its
partners, directors, officers, trustees, other Affiliates, agents and
representatives and each Person who controls (within the meaning of
Section 15 of the Securities Act) the Stockholder from and against any and
all losses, claims, damages, liabilities and expenses, or any action or
proceeding in respect thereof (including reasonable costs of investigation and
reasonable attorneys’ fees and expenses) (each, a “Liability” and
collectively, “Liabilities”) arising out of or based upon (a) any
untrue statement or alleged untrue statement of a material fact contained in
the Disclosure Package, the Registration Statement, the Prospectus or in any
amendment or supplement thereto; and (b) the omission or alleged omission
to state in the Disclosure Package, the Registration Statement, the Prospectus
or in any amendment or supplement thereto any material fact required to be
stated therein or necessary to make the statements therein not misleading; provided,
however, that the Issuer shall not be liable (i) in any such case
to the extent that any such Liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such Disclosure Package, Registration Statement, Prospectus or preliminary
prospectus or amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Issuer by or on behalf of
the Stockholder (including the information provided pursuant to Section 6.2),
specifically for inclusion therein or, in the case of information provided
pursuant to Section 6.2(a)(ii), for use in the preparation thereof; and
(ii) for any Liability if (A) the Issuer has notified the Stockholder
to suspend use of the Prospectus pursuant to Section 6.3(a) or (b);
(B) the Stockholder continues to use the relevant Prospectus
notwithstanding such notice; and (C) such Liability arises from or is
based upon an untrue statement or alleged untrue statement of any material fact
or omission to state a material fact that was cured in the supplemented or
amended Prospectus contemplated by Section 6.3(a) or (b).


7.2           Indemnification by the Stockholder.  In connection with any offering (including any Disposition) in which the Stockholder is
participating pursuant to Article IV or Article V, the Stockholder agrees to
indemnify and hold harmless the Issuer, any underwriter retained by the Issuer,
their respective directors, officers, other Affiliates and each Person who controls
the Issuer or such underwriter (within the meaning of Section 15 of the
Securities Act) from and against any and all Liabilities arising out of or
based upon (a) any untrue statement or alleged untrue statement of a material
fact contained in the Disclosure Package, the Registration Statement, the
Prospectus or in any amendment or supplement thereto; and (b) the omission or
alleged



 30
 






 



omission
to state in the Disclosure Package, the Registration Statement, the Prospectus
or in any amendment or supplement thereto any material fact required to be
stated therein or necessary to make the statements therein not misleading to
the extent such Liabilities arise out of or are based upon written information
furnished by the Stockholder or on the Stockholder’s behalf specifically for
inclusion in or, in the case of information provided pursuant to Section
6.2(a)(ii), for use in the preparation of, the Disclosure Package, the
Registration Statement, the Prospectus or any amendment or supplement thereto
relating to the Registrable Securities as provided in Section 6.2; provided,
however, that the liability of the Indemnifying Party under this Section 7.2
shall be limited to the amount of net proceeds received by the Stockholder in
the transaction giving rise to such Liability.


7.3           Conduct of Indemnification
Proceedings.  Any Person entitled to
indemnification under this Article VII
(each, an “Indemnified Party”) agrees to give prompt written notice to
each indemnifying party (each, an “Indemnifying Party”) after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or
contribution pursuant to this Agreement; provided, however, that
the failure so to notify the Indemnifying Party shall not relieve the
Indemnifying Party of any Liability that it may have to the Indemnified Party
hereunder (except to the extent that the Indemnifying Party forfeits rights or
defenses or is otherwise prejudiced by reason of such failure).  If notice of commencement of any such action
is given to the Indemnifying Party as above provided, the Indemnifying
Party shall be entitled to participate in and, to the extent it may wish,
jointly with any other Indemnifying Party similarly notified, to assume the
defense of such action at its own expense, with counsel chosen by it.  The Indemnified Party shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be paid by the
Indemnified Party unless (a) the Indemnifying Party agrees to pay the same
or (b) the named parties to any such action (including any impleaded
parties) include both the Indemnifying Party and the Indemnified Party and such
parties have been advised by such counsel that either (i) representation
of such Indemnified Party and the Indemnifying Party by the same counsel would
be inappropriate under applicable standards of professional conduct or would
present a conflict of interest; or (ii) there may be one or more legal
defenses available to the Indemnified Party which are different from,
inconsistent with or additional to those available to the Indemnifying Party.  In any of the cases specified in the
immediately preceding sentence, the Indemnifying Party shall not be liable for
the fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel) for all Indemnified Parties.  No Indemnifying Party shall be liable for any
settlement entered into without its written consent, which consent shall not be
unreasonably withheld.  No Indemnifying
Party shall, without the consent of such Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of which such
Indemnified Party is a party and indemnity has been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all Liability for claims that are the subject
matter of such proceeding.



 31














 


7.4           Contribution.
If the indemnification provided for in this Article VII shall for any
reason be held by a
court of competent jurisdiction to be unavailable to an Indemnified Party, in
respect of any Liability, then, in lieu of the amount paid or payable under Section 7.1
or 7.2, as the case may be, the Indemnified Party and the Indemnifying Party
shall contribute to the aggregate Liabilities in such proportion as is
appropriate to reflect the relative fault of the Issuer and the Stockholder in
connection with the statements or omissions which resulted in such loss, claim,
damage or liability, or action or proceeding in respect thereof, as well as any
other relevant equitable considerations (the relative fault of the Issuer and
the Stockholder to be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Issuer or the Stockholder and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission). The parties hereto acknowledge that in no event shall the obligation
of any Indemnifying Party to contribute under this Section 7.4 exceed the
amount that such Indemnifying Party would have been obligated to pay by way of
indemnification if the indemnification provided for under Section 7.1 or 7.2
had been available under the circumstances. The Issuer and the Stockholder
agree that it would not be just and equitable if contribution pursuant to this Section 7.4
were determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to in the
first sentence of this Section 7.4. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


ARTICLE
VIII


MISCELLANEOUS


8.1           Recapitalizations,
Exchanges, etc. The provisions of this Agreement shall apply to the full
extent set forth herein
with respect to (a) the Purchase Shares, (b) any and all shares of
voting common stock of the Issuer (excluding any such securities that are
freely transferable without registration under the Securities Act) into which
the Purchase Shares are converted, exchanged or substituted in any
recapitalization or other capital reorganization by the Issuer and (c) any
and all equity securities (excluding any such securities that are freely
transferable without registration under the Securities Act) of the Issuer or
any of its Affiliates or any successor or assign or acquiror of the Issuer or
any of its Affiliates (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in conversion of, in exchange
for, in substitution of or as a distribution on, the Purchase Shares and shall
be appropriately adjusted for any stock dividends, splits, reverse splits,
combinations, recapitalizations and the like occurring after the date hereof. The
Issuer shall cause any such Affiliate, successor or assign or acquiror (whether
by merger, consolidation, sale of assets or otherwise) to enter into a new
registration rights agreement with respect to such equity securities with the
Stockholder on terms no less favorable to the Stockholder than the terms
provided under this Agreement as a condition of any such transaction.



 32
 






 



8.2           Notices.
All notices, requests, claims and demands and other communications hereunder
shall be in writing and shall be deemed duly delivered (a) four Business
Days after being sent by registered or certified mail, return receipt
requested, postage prepaid, or (b) one Business Day after being sent by
facsimile transmission (provided the sender retains confirmation thereof) or
for next Business Day delivery, fees prepaid, via a reputable nationwide
overnight courier service, in each case to the intended recipient as set forth
below:


	
  if to the Issuer, to:

  	
  Time Warner
  Cable Inc.

  290 Harbor Drive

  Stamford, CT 06902-6732

  Telephone:            (203) 328 0670

  Telecopy:               (203) 328 3295

  Attention:              Chief Executive
  Officer

  
	
   

  	
  With a copy to:



  Legal Department

  Time Warner Cable Inc.

  290 Harbor Drive

  Stamford, CT 06902-6732

  Telephone:            (203) 328 0631

  Telecopy:              (203) 328 4094

  Attention:              General Counsel

  
	
   

  	
  -and-



  Time Warner Inc.

  One Time Warner Center

  New York, NY 10019

  Telephone:            (212) 484 7980

  Telecopy:              (212) 258 3172

  Attention:              General Counsel

  
	
   

  	
  -and-



  Paul, Weiss, Rifkind,
  Wharton & Garrison LLP

  1285 Avenue of the Americas

  New York, NY 10019-6064

  Telephone:            (212) 373 3000

  Telecopy:              (212) 757 3990

  Attention:              Robert B.
  Schumer
                                Lawrence
  G. Wee



  



 



 33
 






 



 


	
  if to the Stockholder, to:

  	
  Adelphia Communications Corporation

  5619 DTC Parkway

  Greenwood Village, CO 80111

  Telephone:            (303) 268 6458 

  Telecopy:              (303) 268 6662 

  Attention:              Brad Sonnenberg

  
	
   

  	
  With a copy to:



  Sullivan &
  Cromwell LLP

  125 Broad Street

  New York, NY   10004

  Telecopy:              (212) 558 3588

  Attention:              Alexandra D.
  Korry

  



Any
party to this Agreement may give any notice or other communication hereunder
using any other means (including personal delivery, messenger service, telecopy
or ordinary mail), but no such notice or other communication shall be deemed to
have been duly given unless and until it actually is received by the office of
the party for whom it is intended during business hours on a Business Day in
the place of receipt. Any party to this Agreement may change the address to
which notices and other communications hereunder are to be delivered by giving
the other parties to this Agreement notice in the manner herein set forth.


8.3           Entire
Agreement; No Inconsistent Agreements. This Agreement constitutes the
entire agreement among
the parties hereto and supersedes any prior understandings, agreements or
representations by or among the parties hereto, or any of them, written or
oral, with respect to the subject matter hereof.


8.4           Further
Assurances. Each of the parties shall execute such documents and perform
such further acts as may
be reasonably required or desirable to carry out or to perform the provisions
of this Agreement.


8.5           Other
Agreements. Nothing contained in this Agreement shall be deemed to be a
waiver of, or release
from, any obligations any party hereto may have under the TW NY APA.


8.6           No
Third-Party Beneficiaries. Except as provided in Article VII or Section 8.7,
this Agreement is not intended, and shall not be
deemed, to confer any rights or remedies upon any Person other than the parties
hereto and their respective successors and permitted assigns or to otherwise
create any third-party beneficiaries hereto.


8.7           Assignment.
This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the parties
hereto and their respective successors and assigns. Concurrently with or
immediately following the effective time of the Remainder Plan, Adelphia may
Transfer the Purchase Shares then held by Adelphia 



 34
 






 



and, in connection therewith, may assign this
Agreement and the rights hereunder to a limited number of entities acting on behalf
of Adelphia’s estate designated by Adelphia (such number and the form and
identity of each entity to be) reasonably acceptable to the Issuer (each, a “Permitted
Assignee”); provided  that each such Permitted Assignee (a) shall,
effective upon such assignment, be deemed to be a party hereto and to have made
the representations and warranties in Section 3.1 and 3.2 as to itself; (b) shall
agree in writing to be bound by the obligations of the Stockholder set forth in
this Agreement and (c) shall agree in writing to be bound by the
obligations of Adelphia set forth in Section 5.5(c) of the TW NY APA;
provided, further that such assignment by Adelphia under this Section 8.7
shall relieve Adelphia of any further obligation and Liability under this
Agreement arising after the date of assignment if, but only if, Adelphia
provides the Issuer with an indemnification agreement (in form and substance
reasonably satisfactory to the Issuer, it  being  understood
that the amount or nature of the remaining assets or liabilities of
Adelphia shall not be a factor in such determination) indemnifying the Issuer
for any breach of the obligations and Liabilities of the Permitted Assignee
under this Agreement.


8.8           Amendments
and Waivers. Except as otherwise provided herein, the provisions of this
Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless consented to in writing by the
Issuer and the Stockholder with respect to any amendment or supplement and by
the party to this Agreement entitled to the benefit in the case of a waiver or
consent.


8.9           Severability.
The provisions of this Agreement shall be deemed severable and any term or provision of this Agreement that is invalid or unenforceable
in any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation or in
any other jurisdiction. If the final judgment of a court of competent
jurisdiction declares that any term or provision of this Agreement, or the
application thereof to any Person or any circumstance, is invalid or
unenforceable, the parties hereto agree that the court making such
determination shall have the power to limit the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified. In the event
such court does not exercise the power granted to it in the prior sentence, the
parties hereto agree to replace such invalid or unenforceable term or provision
with a valid and enforceable term or provision that shall achieve, to the
extent possible, the economic, business and other purposes of such invalid or
unenforceable term and 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.



 35
 






 



 


8.10         Counterparts
and Signature. This Agreement may be executed in two or more counterparts,
each of which shall be
deemed an original but all of which together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each of the parties hereto and delivered to the other parties, it  being
understood  that all parties need not sign the same counterpart. This
Agreement may be executed and delivered by facsimile transmission.


8.11         Interpretation.
When reference is made in this Agreement to an Article or Section, such
reference shall be to an
Article or Section of this Agreement, unless otherwise indicated. The
headings contained in this Agreement are for convenience of reference only and
shall not affect in any way the meaning or interpretation of this Agreement. The
language used in this Agreement shall be deemed to be the language chosen by
the parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party. Whenever the context may
require, any pronouns used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and
pronouns shall include the plural, and vice versa. Any reference to any
federal, state, local or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context
requires otherwise. Whenever the words “include,” “includes” or “including” are
used in this Agreement, they shall be deemed to be followed by the words “without
limitation.”


8.12         GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE
STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF LAWS OF ANY JURISDICTIONS OTHER THAN THOSE OF THE STATE OF NEW
YORK.


8.13         Submission
to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. 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 or the transactions contained in or contemplated by
this Agreement exclusively in (a) the Bankruptcy Court so long as the
Bankruptcy Case remains open and (b) after the completion of the
Bankruptcy 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 or the transactions that
are the subject of 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 process in any
such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court; 



 36
 






 



provided  that service of
process upon such party in any such action or proceeding shall be effective if
notice is given in accordance with Section  8.2. The Stockholder
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 the Stockholder 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 or the transactions
contemplated hereby.


8.14         Remedies.


(a)           Any and all remedies herein expressly
conferred upon a party shall be deemed cumulative with and not exclusive of any
other remedy conferred hereby, or by law or equity upon such party, and the
exercise by a party of any one remedy shall not preclude the exercise of any
other remedy. The parties hereto agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, this being in addition to any other
remedy to which the parties are entitled at law or in equity.


(b)           Any breach by the Stockholder of the
representations or warranties, covenants or agreement set forth in this
Agreement shall be deemed a covenant breach by Adelphia pursuant to the TW NY
APA and Adelphia shall indemnify, defend and hold harmless TW NY (on its own
behalf and/or on behalf of the Issuer or any other Buyer Indemnified Party)
from, against and in respect of any Losses imposed on, sustained, incurred or
suffered by, or asserted against, any of such Persons, whether in respect of
third party claims, claims between the parties hereto, or otherwise, directly
or indirectly relating to, arising out of or resulting from such breach. TW NY,
the Issuer and any other Buyer Indemnified Party shall have the right, each in
its sole discretion, to exercise its rights and remedies with respect to such
Loss against either the Escrow Account, the Stockholder or Adelphia and, to the
extent exercised against Adelphia, such rights and remedies shall constitute an
administrative expense under section 507(a)(1) of the Bankruptcy Code.


8.15         Comcast
Letter Agreement. If compliance by any of the parties hereto with the
Comcast Letter Agreement
would otherwise result in a violation of this Agreement, such violation shall
be deemed to be automatically waived by the other parties hereto.


[Remainder of page intentionally
left blank]



 37














 


IN WITNESS WHEREOF, the
undersigned have executed, or have caused to be executed, this Agreement on the
date first written above.


	
  

  	
  ADELPHIA COMMUNICATIONS 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa Wittman

  
	
   

  	
   

  	
  Name:

  	
  Vanessa Wittman

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  TIME WARNER CABLE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David E. O’Hayre

  
	
   

  	
   

  	
  Name:  David E. O’Hayre

  
	
   

  	
   

  	
  Title:    Executive Vice President, Investment

  



 


 


[Signature
Page of Registration Rights and Sale Agreement]