**EXHIBIT 2.03.12**

**AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENTBETWEEN ADELPHIA COMMUNICATIONS CORPORATION AND COMCAST CORPORATION**

This AmendmentNo. 3, dated June 26, 2006 (this “Amendment”), amends the Asset PurchaseAgreement, between Adelphia Communications Corporation (“Seller”) and ComcastCorporation (“Buyer”), dated as of April 20, 2005, as amended byAmendment No.1, dated June 24, 2005, Amendment No. 2, dated June 21, 2006 andas otherwise amended to date (as so amended, the “Comcast Purchase Agreement”).  Capitalized terms used but not otherwisedefined herein shall have the respective meanings ascribed to them in the ComcastPurchase Agreement.

WHEREAS, theparties hereto desire to amend the Comcast Purchase Agreement pursuant toSection 9.2 thereof to clarify certain provisions contained therein.

NOW,THEREFORE, in consideration of the foregoing, the parties hereto, intending tobe legally bound, hereby agree as follows:

# 1.             (a)           Priorto the  20th day but no earlier than the first day of themonth during which Buyer and Friendco, after consultation with Seller,reasonably anticipate the Closing to occur, Buyer and Friendco may deliver toSeller a written notice signed by both Buyer and Friendco (the “SysprinSplit Notice”) instructing Seller to split the eleven (11) billing “Sysprins”set forth on Annex 1 hereto (each, a “Split Sysprin”), such splitto occur on the 21st day of such month (the “Sysprin Split Date”)or as soon thereafter as possible but not later than the 29th day of the month in which the Sysprin SplitNotice is delivered (except to the extent so delayed as a result of causes orcircumstances beyond the reasonable control of Seller, including, withoutlimitation, the fault of any third party provider).  For purposes of this Amendment, “Sysprin”means a so-called sysprin or billing corp database containing subscriberinformation (e.g., address, CPE, services, rates) for a given geographicarea.  During the period prior to theSysprin Split Date, Seller, in cooperation with Buyer and Friendco, shall planthe implementation of and test the accuracy of the processes utilized toperform the Sysprin splits.  If a SysprinSplit Notice is timely delivered, then on the Sysprin Split Date (and, if thesplit does not occur on such date, thereafter until completed), Seller shalluse its reasonable commercial efforts to cause each Split Sysprin to be splitaccording to the franchise areas (or where such Split Sysprin contains lessthan the entire applicable franchise area, according to the applicable franchisetax areas)in such Split Sysprin as set forth on Annex 1 hereto; itbeing understood that Seller will not bear any responsibility for anyfailure in performing any Sysprin split that is planned, tested and implementedin cooperation with Buyer and Friendco to the extent such failure results fromcauses or circumstances beyond the reasonable control of Seller.

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## (b)           Nolater than 5 calendar days after the date hereof, Seller shall provide Buyer aprice quote from each of its applicable billing vendors stating the cost toperform the Sysprin splits; provided, that Seller shall utilize anydiscounted or free split rights available to it.  Buyer shall reimburse Seller at the first tooccur of the Closing and the termination of the Comcast Purchase Agreement forall out-of-pocket costs of performing the splits as were pre-approved by Buyerin writing (such approval or disapproval to be provided no later than 10calendar days following delivery by Seller of a request therefor); provided,however, that if Buyer disapproves of such costs, Buyer and Seller shallnegotiate in good faith to resolve such disagreement within 15 calendar daysfollowing such disapproval; and provided further, that if terminationresults in an obligation on the part of Seller to pay a termination fee toBuyer pursuant to Section 8.5(b) of the Comcast Purchase Agreement, Buyer shallhave no obligation to reimburse Seller for its costs incurred pursuant to paragraph1(a) and this paragraph 1(b).

## (c)           Ifthe Closing does not occur in the calendar month in which the Sysprin SplitDate occurs or the calendar month immediately thereafter, then, with respect toeach Split Sysprin, (i) the Eligible Basic Subscribers in such Split Sysprinshall be calculated (including with respect to the definitions of “MeasurementDate”, “Qualified Customer” and “Permitted Promotion”) as if the Closing andClosing Date had occurred on the last Business Day in the calendar monthfollowing the calendar month in which the Sysprin Split Date occurred and (ii)the number of Eligible Basic Subscribers so calculated shall be reduced by the “SubscriberLoss” for each month that elapses from the Sysprin Split Date through theMeasurement Date (as such Measurement Date is determined in accordance with theComcast Purchase Agreement based on the actual Closing Date).  As used herein, “Subscriber Loss” means, foreach monthly period, 0.25% of the number of Eligible Basic Subscribers in theSplit Sysprins as determined in accordance with clause (i) of the precedingsentence.  For the avoidance of doubt, ifthe Closing occurs in the calendar month in which the Sysprin Split Date occursor the calendar month immediately thereafter, then the Eligible BasicSubscribers in such Split Sysprin shall be calculated in accordance with the ComcastPurchase Agreement without giving effect to this Section 1(c), but subject toSection 1(d) hereof.

## (d)           Buyerand Seller agree that, to the extent that, solely as a result of the Sysprinsplit described above, payments by individual Basic Subscribers in any SplitSysprin are not able to be accurately tracked by the Subscriber AccountingSystem to determine whether the Qualified Customer test in clause (C)(2) of thedefinition of Eligible Basic Subscriber (in the Comcast Purchase Agreement) issatisfied, and such test cannot otherwise be performed without Seller incurringany incremental out-of-pocket expenses that are not reimbursed by Buyer, thenall such Basic Subscribers that would otherwise be subject to such QualifiedCustomer test and that cannot be accurately tracked in such Split Sysprin shallbe deemed Qualified Customers for that test; itbeingunderstoodthat all such Basic Subscribers shall remain subject to the remaining

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tests of the EligibleBasic Subscriber definition, including the remaining requirements of suchclause (C)(2) that such Basic Subscriber not be subject as of the MeasurementDate (or deemed Measurement Date, to the extent applicable, under Section 1(c)hereof) to any discount or promotion other than a Permitted Promotion orHistoric Promotion.

# 2.             At Buyer’s request, Seller shall, on behalf of Buyer,issue a deconversion notice to CSG Systems, Inc. (“CSG”) and/or DSTInnovis, Inc. (“DST”) pursuant to the applicable agreement with CSG orDST to terminate, effective as of 30 days following the Closing or the MCEClosing (as applicable), CSG’s or DST’s services with respect to the AcquiredSystems designated by Buyer; provided, that Buyer shall reimburse Sellerat the Closing for any out-of-pocket costs or expenses incurred by Seller orany of its Affiliates arising out of or resulting from such deconversionnotice.

# 3.             (a)           Schedule5.5(a)(ii) of the Seller Disclosure Schedule shall be amended byrenumbering numbered paragraph 2 as numbered paragraph 3 and deleting numberedparagraph 1 and replacing it in its entirety with the following:

“1.           All Employees of Adelphia MediaServices who are currently identified by job function, description or title, orotherwise noted, on this Schedule 5.5(a)(ii) of the Seller DisclosureSchedule, and

2.             All corporate and regionalEmployees who are currently identified by job function, description or title,or otherwise noted, on this Schedule 5.5(a)(ii) of the Seller DisclosureSchedule, other than the Employees listed on Exhibit A hereto or the successorto the position of an Employee listed on Exhibit A hereto (each suchEmployee on Exhibit A or his successor, a “Designated RegionalEmployee”).”

## (b)           Schedule5.5(a)(ii) is hereby further amended by adding a new Exhibit A tosuch Schedule at the end thereof in the form of Exhibit A to thisAmendment, respectively.

## (c)           Notwithstandingthe provisions of Section 5.5(d) of the Comcast Purchase Agreement, Sellershall reimburse Buyer on a dollar-for-dollar basis for any reasonable costsincurred by Buyer or its Affiliates, including the payment of severance, to theextent resulting from any termination of employment of or by any DesignatedRegional Employee with Buyer or its Affiliates, which termination occurs on orprior to the ninetieth (90th) calendar day following the Closing Date otherthan to the extent (i) such termination results from Buyer’s or any of itsAffiliates’ conduct that is in violation of applicable Law; itbeingunderstoodthat only a determination by a court or arbitrator ofcompetent jurisdiction that arises as a result of any employment-related actionshall be determinative for purposes of this clause (i) (in which case Buyershall be responsible for all Liabilities to the extent resulting from suchconduct except that the payment of severance under Buyer’s or its Affiliates’severance plans shall be reimbursed regardless of Buyer’s or its Affiliates’conduct), (ii) such amount is

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included in the ClosingNet Liabilities Amount used in calculating the Final Adjustment Amount for the SpecifiedBusiness in which such Transferred Employee is employed or (iii) exceptpursuant to the Exchange, arising in connection with any disposition of anysystem following the Closing (the “Regional Employees ReimbursementObligation”).  The Regional EmployeesReimbursement Obligation shall (A) to the extent permitted by law, be payableas an administrative expense under section 507(a)(1) of the Bankruptcy Codeand, in any event, shall be payable by the Seller (and its successors under anyplan of reorganization of Seller) from the Group 1 Reserve (as defined below)and, to the extent that the Group 1 Reserve is insufficient, from funds otherthan the Escrow unless the Buyer shall, in its sole discretion, elect toutilize funds in the Escrow, (B) constitute Excluded Liabilities under the ComcastPurchase Agreement, including for purposes of Section 7.2(a)(iii) of the ComcastPurchase Agreement, and (C) in no event be subject to the Cap Amount orotherwise be considered in calculating the Cap Amount.  For purposes of reserving for its obligationsunder this Section 3(c), Seller shall establish reserves pursuant to an orderof the Bankruptcy Court prior to Closing in an amount equal to $521,000 inrespect of the Group 1 Business (the “Group 1 Reserve”).  No later than 120 calendar days following theClosing, Buyer shall provide Seller a list of all Designated Regional Employeeswhose termination of employment following the Closing Date has given rise to aRegional Employee Reimbursement Obligation and a good faith estimate of theseverance payment owed to each such Designated Regional Employee.  For the avoidance of doubt, references inthis Section 3(c) to Buyer and its Affiliates shall be deemed to includereferences to Friendco and its Affiliates to the extent that any DesignatedRegional Employee is hired by Friendco or its Affiliates pursuant to theExchange Agreement.

## (d)           Theseventh sentence of Section 5.5(a) of the Comcast Purchase Agreement shall beamended in its entirety to read as follows:

“As promptly as practicable,but no later than 15 Business Days prior to the Closing Date, Buyer shallprovide to Seller a list of the Applicable Employees who do not satisfy theBackground Check, by job position or name and region, and as to whom Buyer as aresult of such Background Check failure has not made offers of employmentpursuant to this Section 5.5(a).”

## (e)           Thefirst two sentences of Section 5.4(e) of the Comcast Purchase Agreement(Employee Withholding and Reporting Matters) shall be amended in their entiretyto read as follows:

“With respect to the calendaryear in which the Closing Date occurs, Seller shall retain responsibility forpreparing and filing all Forms W-2, Wage and Tax Statements, Forms 941,Employer’s Quarterly Federal Tax Return, Forms W-4,

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Employee’s WithholdingAllowance Credit, Forms W-5, Earned Income Credit Advance Payment Certificateand all Forms 1099 required with respect to compensation earned by Employees,including Transferred Employees, through the Closing Date.  Seller and Buyer agree to comply with theprocedures described in Section 4 of the Revenue Procedure 2004-53.”

# 4.             Section 3 of Amendment No. 1, dated June 24, 2005 (the “FirstAmendment”), shall be deemed deleted in its entirety from the FirstAmendment and Schedule 3.2(b) of the Seller Disclosure Schedule shall bedeemed to have been unchanged by the First Amendment.

# 5.             In connection with the purchase of the TransferredAssets and the assumption of the Assumed Liabilities primarily Related to theGroup 2 JV Systems, as set forth in Sections 2.1(a) and 2.5 of the ComcastPurchase Agreement, respectively, at the Closing Buyer shall purchase the JVInterests and then assign its rights and obligations under the Comcast PurchaseAgreement with respect to each Group 2 JV System to the Transferred JointVenture Entity identified on Exhibit B, in each case prior to acquiringthe Transferred Assets and assuming the Assumed Liabilities primarily Relatedto the Group 2 JV Systems; provided, that such assignment shall not relieve Buyerof its Liabilities under the Comcast Purchase Agreement.  As used herein, “Group 2 JV Systems”means the Systems serving the geographical areas set forth on Exhibit B.  For the avoidance of doubt, notwithstandingBuyer’s assignment of its rights and obligations relating to the Group 2 JVSystems at Closing, the Group 2 JV Systems shall, in all respects, continue tobe treated as Group 2 Systems under the Comcast Purchase Agreement.

# 6.             Schedule 1.1(g) of the Seller Disclosure Scheduleshall be amended by inserting the following disclosure, which shall be deemed (otherthan with respect to Section 3.15(a) of the Comcast Purchase Agreement) to havebeen included in the Seller Disclosure Schedule as of the date of the ComcastPurchase Agreement: 

| TV Gateway, LLC (n/k/a Sedna  Patent Services, LLC) | Limited Liability Company Agreement of TV Gateway,  LLC, dated July 24, 2000 

 

TV Gateway Registration Rights Agreement, dated July  24, 2000 

 

TV Gateway Affiliation Agreement, dated July 24,  2000 |
|-----------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

# 7.             Schedule1.1(s)(i) of the Seller Disclosure Schedule shall be amended by insertingthe following disclosure as item 2 under the heading “Related to Group 2Business”, which shall be deemed (other than with respect to

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Section 3.15(a) of theComcast Purchase Agreement) to have been included in the Seller DisclosureSchedule as of the date of the Comcast Purchase Agreement:
| 2. | TV Gateway, LLC (n/k/a Sedna Patent Services, LLC),  a Delaware limited liability company |   | Seller holds 843,547 units, which represent 2.03% of  all outstanding units of Sedna Services |
|----|-------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|

# 8.             Schedule3.2(g) of the Seller Disclosure Schedule shall be amended by inserting thefollowing disclosure as item 3 to such disclosure schedule, which shall bedeemed (other than with respect to Section 3.15(a) of the Comcast PurchaseAgreement) to have been included in the Seller Disclosure Schedule as of thedate of the Comcast Purchase Agreement:

| 3. | TV Gateway, LLC (n/k/a Sedna Patent Services, LLC),  a Delaware limited liability company |   | Seller holds 843,547 units, which represent 2.03% of  all outstanding units of Sedna Services |
|----|-------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|

# 9.             Schedules2.4(j) and 3.2(h) of the Seller Disclosure Schedule shall each be amended, whichamendment shall be deemed to be (other than with respect to Section 3.15(a) ofthe Comcast Purchase Agreement) as of the date of the Comcast PurchaseAgreement, by deleting the references to “TV Gateway, LLC” and thecorresponding disclosure and, in each case, replacing such disclosure with theword “[Reserved]”.

# 10.           Part 2 of Schedule A of theSeller Disclosure Schedule shall be amended, as of the date of the ComcastPurchase Agreement, by changing the name of the Geographic Area associated withGroup 2 System identified therein as having the LFA_ID 3054 from “Cameron,County of, PA” to “Lumber, Township of, PA”. For the avoidance of doubt, all other disclosure set forth in the rowcontaining LFA_ID 3054 shall remain unchanged.

# 11.           Except as specifically amended bythis Amendment, the Comcast Purchase Agreement shall remain in full force andeffect and is hereby ratified and confirmed. This Amendment shall be construed as one with the Comcast PurchaseAgreement, and the Comcast Purchase Agreement shall, where the contextrequires, be read and construed so as to incorporate this Amendment.

# 12.           This Amendment shall be governed byand construed in accordance with the Comcast Purchase Agreement.

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# 13.           This Amendment may be executed in oneor more counterparts, each of which shall be deemed an original, and all ofwhich shall constitute one and the same Amendment.

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IN WITNESSWHEREOF, the parties have executed or caused this Amendment to be executed asof the date first written above.
|                              | **ADELPHIA   COMMUNICATIONS   CORPORATION**     |
|------------------------------|-------------------------------------------------|
| ** **                   | ** **                                      |
| ** **                   | ** **                                      |
|                         | By:                                             |  /s/ Vanessa Wittman |   |
|                         |                                            |  Name: Vanessa  Wittman |
|                         |                                            |  Title: Executive  VP and Chief Financial Officer |
| ** **                   |                                            |
| ** **                   |                                            |
| ** **                   | **COMCAST CORPORATION**                         |
| ** **                   |                                            |
| ** **                   |                                            |
|                         | By:                                             |  /s/ Robert  S. Pick |   |
|                         |                                            |  Name: Robert S. Pick |
|                         |                                            |  Title: Senior Vice President |
|                         |                                            |
|                         |                                            |
| Acknowledged and Approved:   |                                            |
|                         |                                            |
| **TIME WARNER NY CABLE LLC** |                                            |
| ** **                   |                                            |
| ** **                   |                                            |
| By:                          |  /s/ Satish  R. Adige                      |   |   |
|                         |  Name: Satish R. Adige                     |   |
|                         |  Title: Senior Vice President, Investments |   |
|                              |                                                 |  |  |  |  |

 

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