**Exhibit 2.03.06**

 

**AMENDMENTNO. 4 TO ASSET PURCHASE AGREEMENT BETWEENADELPHIA COMMUNICATIONS CORPORATION ANDTIME WARNER NY CABLE LLC**

 

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

 

WHEREAS, the parties hereto desire to amendthe TWNY Purchase Agreement pursuant to Section 9.2 thereof to clarifycertain provisions contained therein.

 

NOW, THEREFORE, in consideration of theforegoing, the parties hereto, intending to be legally bound, hereby agree asfollows:

 

# 1.             Thedefinition of “Escrow Payment” in Section 1.1 of the TWNY PurchaseAgreement shall be amended and restated in its entirety to read as follows:

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“Escrow Payment” means, as to anyamount payable from the Escrow Account, an aggregate amount payable, first, incash (other than cash Interim Dividends), and, to the extent no cash (otherthan cash Interim Dividends) remains in the Escrow Account, in Purchase Shares(other than non-cash Interim Dividends) or, if applicable, MCE Purchase Shares(where each share is valued at the Per Share Value of the Purchase Shares)(other than non-cash Interim Dividends); provided, however, thatany payment to Buyer in respect of an adjustment to the Purchase Price pursuantto Section 2.7(c) or indemnification pursuant to Section 2.7(d) shallbe paid, first, in MCE Purchase Shares (other than non-cash Interim Dividends),and, to the extent no MCE Purchase Shares remain in the Escrow Account, suchpayment shall be made as otherwise provided for in this definition of EscrowPayment; provided, further, that (i) to the extent payablein cash (other than cash Interim Dividends), such amount shall be increased by (A) inrespect of the portion of any such payment pursuant to Section 2.6(f),interest on such portion from the date of the Closing to the date of payment atLIBOR calculated on an actual over 365-day basis, and (B) in respect ofthe portion of any such payment pursuant to Section 7.2, interest on suchportion at LIBOR calculated on an actual over 365-day basis from the datenotice of the Losses for which indemnification is sought was delivered untilthe date of payment of indemnification by the Indemnifying Party, and (ii) tothe extent payable in shares of Parent Class A Common Stock, such amountshall be increased by Interim Dividends made in respect of such shares.”

 

# 2.             Thedefinition of “Interim Dividends” in Section 1.1 of the TWNY PurchaseAgreement shall be amended and restated in its entirety to read as follows:

 

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“Interim Dividends” means, withrespect to any shares of Parent Class A Common Stock, any dividendsdeclared and paid and other distributions made in respect of such sharesfollowing the Closing, plus (to the extent of any dividends or otherdistributions paid in cash) interest from the respective dates on which suchdividends were paid to the date of payment, at LIBOR calculated on an actualover 365-day basis; it being understood that the holder of such shares shall beentitled to receive any dividends or other distributions declared but not paidfollowing the Closing upon the payment of such dividends or other distributionsto the holders of Parent Class A Common Stock.”

 

# 3.             Thedefinition of “LIBOR” in Section 1.1 of the TWNY Purchase Agreement shallbe amended and restated in its entirety to read as follows:

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# “LIBOR” means 5.543%.”

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# 4.             Thedefinition of “Pro Rata Payment” in Section 1.1 of the TWNY PurchaseAgreement shall be amended and restated in its entirety to read as follows:

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“Pro Rata Payment” means, as to anyamount, an aggregate amount of cash and Purchase Shares (where each PurchaseShare is valued at the Per Share Value of the Purchase Shares) equal to suchamount and allocated as between cash and Purchase Shares such that 35.14% ofsuch amount shall be in the form of Purchase Shares and 64.86% of such amountshall be in cash; provided, however, that (i) the cashportion of such amount shall be increased by (A) any Interim Dividend paidin cash on the Purchase Shares included in such Pro Rata Payment and (B) inrespect of the portion of any cash payment by Buyer pursuant to (x) Section 2.6(f),interest on such portion (without giving effect to the foregoing clause (A))from the date of the Closing, as applicable, to the date of payment at LIBORcalculated on an actual over 365-day basis and (y) Section 7.2,interest on such portion (without giving effect to the foregoing clause (A)) atLIBOR calculated on an actual over 365-day basis from the date notice of theLosses for which indemnification is sought was delivered until the date ofpayment of indemnification by the Buyer Indemnifying Party and (ii) to theextent payable in shares of Parent Class A Common Stock, such amount shallbe increased by Interim Dividends paid in stock on the Purchase Shares includedin such Pro Rata Payment.

 

# 5.             Theproviso to Section 2.5 of the TWNY Purchase Agreement shall be amended bydeleting the phrase “33% of the Escrow Amount deposited at the Closing” andsubstituting in its place the phrase “33% of the sum of (X) the Escrow Amountdeposited at the Closing plus (Y) any deposit in the Escrow Account pursuant toSection 2.6(f) plus (Z) interest on the cash portion of such amountsat LIBOR calculated on an actual over 365-day basis from the date of suchdeposits”.

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# 6.             Section 7.2(c) ofthe TWNY Purchase Agreement shall be amended by inserting the phrase “(excludingany Escrow Earnings (as defined in the Escrow Agreement))” immediately afterthe phrase “and with respect to each Specified Business, only up to anaggregate amount”.

 

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# 7.             Schedule 1.1(s)(ii) andSchedule 3.2(b) of the Seller Disclosure Schedule shallbe amended by inserting the following disclosure, which shall be deemed to havebeen included in the Seller Disclosure Schedule (in the case of Schedule 1.1(s)(ii) asitems 6 and 7, and in the case of Schedule 3.2(b) as items 10and 11) as of the date of the TWNY Purchase Agreement:

 
| Adlink Cable Advertising, LLC                           |   | Class A membership interest held by  ACC Operations, Inc. and Desert Hot Springs Cablevision, Inc. |
|---------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------|
| Adelphia/TWC Cable Advertising LLC (Keene,  Berlin, NH) |   | Class A membership interest held by  ACC Operations, Inc.                                               |

 

# 8.             Schedule 2.2(j)of the Seller Disclosure Schedule shall be amended, which amendment shallbe deemed to have been made as of the date of the TWNY Purchase Agreement, by:

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## (a)           deletingrow 17 and replacing such disclosure with the following: 

 
| Intentionally Omitted |   |   |
|-----------------------|--------|--------|

 

## (b)           deletingthe words “Class A Membership Interest” disclosed in respect of “AdlinkCable Advertising, LLC” and replacing such disclosure with the words “Class Amembership interest held by Century-TCI California Communications, L.P.”,

##  

## (c)           renumberingitem 4 as item 4(a), and

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## (d)           insertingthe disclosure “All performance bonds, surety bonds, letters of credit andsimilar instruments of Seller or any of its Affiliates” as a new item 4(b).

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# 9.             Theword “material” shall be deleted from the proviso to the first sentence in Section 7.4(a) ofthe TWNY Purchase Agreement.

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# 10.           Exceptas specifically amended by this Amendment, the TWNY Purchase Agreement shallremain in full force and effect and is hereby ratified and confirmed.  This Amendment shall be construed as one withthe TWNY Purchase Agreement, and the TWNY Purchase Agreement shall, where thecontext requires, be read and construed so as to incorporate this Amendment.

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# 11.           ThisAmendment shall be governed by and construed in accordance with the TWNYPurchase Agreement.

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# 12.           ThisAmendment may be executed in one or more counterparts, each of which shall bedeemed an original, and all of which shall constitute one and the sameAmendment.

 

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IN WITNESS WHEREOF, the parties have executedor caused this Amendment to be executed as of the date first written above.

 

 
| ** ** | **ADELPHIA COMMUNICATIONS   CORPORATION** |
|------------|-------------------------------------------|
|       |                                      |   |
|       |                                      |   |
|       | By:                                       | /s/ Vanessa Whitman |   |
|       |                                      | Name: | Vanessa Whitman |
|       |                                      | Title: | Executive Vice President and Chief |
|       |                                      |   | Financial Officer |
|       |                                      |   |
|       |                                      |   |
|       | **TIME WARNER NY CABLE LLC**              |
|       |                                      |   |
|       |                                      |   |
|       | By:                                       | /s/ David E.  O’Hayre |   |
|       |                                      | Name: | David E. O’Hayre |
|       |                                      | Title: | Executive Vice President, Investments |
|            |                                           |  |  |  |

 

 

Acknowledged and Approved:

 

**COMCAST CORPORATION**

 
| By:    | /s/ Robert S. Pick |                  |
|--------|--------------------|-----------------------|
|   | Name:              | Robert S. Pick        |
|   | Title:             | Senior Vice President |   |