**Exhibit 10.4**

 

EXECUTION COPY

 

**ESCROW AGREEMENT**

 

**ESCROW AGREEMENT**,dated as of July 31, 2006 (this “Agreement”), by and among TimeWarner NY Cable LLC, a Delaware limited liability company (“Buyer”),Adelphia Communications Corporation, a Delaware corporation (“Seller”),and Deutsche Bank Trust Company Americas, a New York banking corporation, asescrow agent (the “Escrow Agent”).

 

W I T N E S S E T H:

 

WHEREAS, Buyer and Seller have entered into that certain Asset PurchaseAgreement, dated as of April 20, 2005, as amended from time to time (the “PurchaseAgreement”), pursuant to which Buyer is acquiring certain assets andassuming certain liabilities of Seller and its Affiliates, as more particularlyset forth therein;

 

WHEREAS, in connection with the closing under the Purchase Agreement(the “Closing”), Buyer is delivering (i) by wire transfer inimmediately available funds, $359,966,605.97 (together with any subsequent cashdeposits by Buyer pursuant to Section 2.6(f) of the PurchaseAgreement) (including any cash interest or earnings thereon and any cashInterim Dividends, less any cash distributions made therefrom or losses thereonunder this Agreement, the “Escrowed Funds”) and (ii) stockcertificates representing 6,148,283 shares of Class A Common Stock, parvalue $0.01 per share (“Parent Class A Common Stock”), of TimeWarner Cable Inc., a Delaware corporation (“Parent”) (together with anysubsequent deposits by Buyer of shares of Parent Class A Common Stockpursuant to Section 2.6(f) of the Purchase Agreement) (including anynon-cash Interim Dividends, less any distributions of securities made therefromunder this Agreement, the “Escrowed Shares”) to an account with theEscrow Agent (the “Escrow Account”);

 

WHEREAS, Buyer and Seller wish to engage the Escrow Agent as the escrowagent for the Escrow Account, and the Escrow Agent wishes to act as such EscrowAgent.

 

NOW THEREFORE, in consideration of the premises and the mutualcovenants and agreements contained herein and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

 

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ARTICLE IDEFINITIONS

 

Section 1.1               CertainDefinitions.  As used in thisAgreement, the following terms have the meanings set forth below:

 

(a)           “Affiliate”means, with respect to any Person, any other Person directly or indirectlycontrolling, controlled by, or under common control with, such Person as of thedate on which, or at any time during the period for which, the determination ofaffiliation is being made.  For purposesof this definition, the term “control” (including the correlative meanings ofthe terms “controlled by” and “under common control with”), as used withrespect to any Person, means the possession, directly or indirectly, of thepower to direct or cause the direction of the management policies of suchPerson, whether through the ownership of voting securities or by contract orotherwise.  For purposes of thisAgreement, (i) none of Seller or any of its Affiliates shall be deemed tobe an Affiliate of any of Buyer, Parent or any of their respective Affiliatesand (ii) none of Buyer, Parent, or any of their Affiliates shall be deemedto be an Affiliate of any of Seller or any of its respective Affiliates.

 

(b)           “Agreed Rate”means 5.543%.

 

(c)           “Agreement”has the meaning set forth in the preamble hereto.

 

(d)           “Bankruptcy Court”has the meaning set forth in Section 7.6 hereof.

 

(e)           “Business Day”means any day other than a Saturday, a Sunday or a day on which banks inNew York City are authorized or obligated by Law or executive order toclose.

 

(f)            “Buyer” hasthe meaning set forth in the preamble hereto.

 

(g)           “Cap Amount”means the Group 1 Cap Amount or Group 2 Cap Amount, as applicable.

 

(h)           “Certificate ofInstruction” has the meaning set forth in Section 4.1(b) hereof.

 

(i)            “Chosen Courts”has the meaning set forth in Section 7.6 hereof.

 

(j)            “Claim” hasthe meaning set forth in Section 4.1(a) hereof.

 

(k)           “Claim Amount”has the meaning set forth in Section 4.1(a) hereof.

 

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(l)            “Closing”has the meaning set forth in the recitals hereto.

 

(m)          “ContributingParty” has the meaning set forth in Section 5.10 hereof.

 

(n)           “Escrow Account”has the meaning set forth in the recitals hereto.

 

(o)           “Escrow Agent”has the meaning set forth in the preamble hereto.

 

(p)           “Escrow ClaimNotice” has the meaning set forth in Section 4.1(a) hereof.

 

(q)           “Escrow Earnings”means, with respect to any Escrow Payment, (i) to the extent that theEscrow Payment is payable in cash (other than any cash Interim Dividends) andis (A) made pursuant to Section 2.6(f) of the PurchaseAgreement, as provided in the Escrow Claim Notice, or Section 4.2(a)(i)(A) ofthis Agreement, interest on the cash portion of such Escrow Payment from thedate of the Closing or, in the case of Section 4.2(a)(ii)(B), from thedate of deposit, to the date of payment at the Agreed Rate****calculated on an actual over 365-daybasis, or (B) for indemnification under Section 7.2 of the PurchaseAgreement, as provided in the Escrow Claim Notice, interest on the cash portionof such Escrow Payment at the Agreed Rate calculated on an actual over 365-daybasis from the date of the Escrow Claim Notice with respect thereto until thedate such Escrow Payment is made, and (ii) to the extent that the EscrowPayment is payable in shares of Parent Class A Common Stock, InterimDividends made in respect of such shares.

 

(r)            “Escrow Fund”means, as of any date of determination, the Escrowed Funds and the EscrowedShares at such time.

 

(s)           “Escrow Payment”means, as to any amount payable from the Escrow Account pursuant to thePurchase Agreement and this Agreement, 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 Escrowed Shares(other than non-cash Interim Dividends).

 

(t)            “Escrowed Funds”has the meaning set forth in the recitals hereto.

 

(u)           “Escrowed Shares”has the meaning set forth in the recitals hereto.

 

(v)           “ExchangeAgreement” means the Exchange Agreement, dated as of April 20, 2005,by and among Comcast Corporation, Comcast Cable Communications Holdings, Inc.,Comcast of Georgia, Inc., Parent and Buyer, among others, as such agreementmay be amended from time to time.

 

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(w)          “Government Entity”means any federal, state or local court, administrative body or othergovernmental or quasi-governmental entity with competent jurisdiction.

 

(x)            “Group 1 CapAmount” means $296,700,000, as adjusted pursuant to Section 2.6(f) ofthe Purchase Agreement, as such adjustment is jointly certified by Buyer andSeller pursuant to Section 2.3 hereof.

 

(y)           “Group 1 Business”has the meaning set forth in the Purchase Agreement.

 

(z)            “Group 2 CapAmount” means $267,900,000, as adjusted pursuant to Section 2.6(f) ofthe Purchase Agreement, as such adjustment is jointly certified by Buyer andSeller pursuant to Section 2.3 hereof.

 

(aa)         “Group 2 Business”has the meaning set forth in the Purchase Agreement.

 

(bb)         “IndemnificationDeadline” has the meaning set forth in Section 4.2(b) hereof.

 

(cc)         “IndemnifyingParty” has the meaning set forth in Section 5.10 hereof.

 

(dd)         “Interim Dividends”means, with respect to any Escrowed Shares, any dividends declared and paid andother distributions made in respect of such shares following the Closing, plus(to the extent of any dividends or other distributions paid in cash) interestfrom the respective dates on which such dividends were paid to the date of theEscrow Payment at the Agreed Rate calculated on an actual over 365-day basis.

 

(ee)         “JointCertification” has the meaning set forth in Section 4.1(c) hereof.

 

(ff)           “Law” meansany law, statute, ordinance, rule, regulation, code, order, judgment,injunction or decree enacted, issued, promulgated, enforced or entered by aGovernment Entity or Self-Regulatory Organization.

 

(gg)         “ObjectionCertificate” has the meaning set forth in Section 4.1(c) hereof.

 

(hh)         “Order Certificate”has the meaning set forth in Section 4.1(d) hereof.

 

(ii)           “Parent” hasthe meaning set forth in the recitals hereto.

 

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(jj)           “Parent Class ACommon Stock” has the meaning set forth in the recitals hereto.

 

(kk)         “Partial ReleaseDate” has the meaning set forth in Section 4.2(a) hereof.

 

(ll)           “Per Share Valueof the Purchase Shares” means $31.72.

 

(mm)       “Person” meansan individual, a corporation, a partnership, an association, a limited liabilitycompany, a Government Entity, a trust, a labor union or other entity ororganization.

 

(nn)         “PurchaseAgreement” has the meaning set forth in the recitals hereto.

 

(oo)         “ReorganizationCase” has the meaning set forth in Section 7.6 hereof.

 

(pp)         “Self-RegulatoryOrganization” means the National Association of Securities Dealers, Inc.,the American Stock Exchange, the New York Stock Exchange, any nationalsecurities exchange (as defined in the Securities Exchange Act of 1934, asamended) or any other similar self-regulatory body or organization.

 

(qq)         “Seller” hasthe meaning set forth in the preamble hereto.

 

ARTICLE IIESTABLISHMENT OF ESCROW

 

Section 2.1               EscrowFund.  Buyer and Seller herebyconstitute and appoint the Escrow Agent as, and the Escrow Agent hereby agreesto assume and perform the duties of, escrow agent under and pursuant to thisAgreement.  By signing this Agreement,the Escrow Agent acknowledges receipt of an executed copy of this Agreement.

 

Section 2.2               Notices.  The Escrow Agent shall promptly (and in anyevent within two Business Days) provide Buyer and Seller with written noticeupon its respective receipt of each of the Escrowed Funds and EscrowedShares.  Any notice pursuant to this Section 2.2shall specify the applicable dollar amount and number of shares, as the casemay be.

 

Section 2.3               CapAmounts.  Buyer and Seller shallpromptly (and in any event within two Business Days) following any purchaseprice adjustment pursuant to Section 2.6(f) of the Purchase Agreementprovide to the Escrow Agent a joint certification as to any adjustment to anyCap Amount, required under the Purchase Agreement.

 

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ARTICLE IIIMANAGEMENT OF ESCROW FUND

 

Section 3.1               EscrowFund.  The Escrow Agent shallmaintain the Escrow Fund in a separate account, segregated from all othermonies held by the Escrow Agent on behalf of itself or others, and shall hold,safeguard and disburse the Escrow Fund pursuant to this Agreement.

 

Section 3.2               Investment.

 

(a)           Unless otherwisejointly instructed in writing by Buyer and Seller, the Escrow Agent shalldeposit the Escrowed Funds in deposit accounts with banks organized under thelaws of the United States, any state thereof or the District of Columbia****in accounts that earn the bank depositrate equal to the effective daily federal funds rate, less any reserves andfees not to exceed 0.1%, until disbursement of the entire Escrow Fund.  The Escrow Agent is authorized to liquidatein accordance with its customary procedures any portion of the Escrowed Fundsconsisting of investments to provide for payments required to be made underthis Agreement.  Any interest or otherincome earned on the investment and reinvestment of the Escrowed Funds shall beadded to and become part of the Escrowed Funds.

 

(b)           The Escrow Agentshall have no obligation to invest or reinvest newly deposited Escrowed Fundson any particular day if such newly deposited Escrowed Funds are deposited withthe Escrow Agent after 5 p.m.(local time in New York City) on such day ofdeposit; itbeingunderstoodthat the Escrow Agentshall invest or reinvest such newly deposited Escrowed Funds on the followingBusiness Day.  Instructions receivedafter 5:00 p.m. (local time in New York City) will be treated as if receivedon the following Business Day.  TheEscrow Agent shall have no responsibility for any investment losses resultingfrom the investment, reinvestment or liquidation of the Escrowed Funds inaccordance with this Agreement.  Anyinterest or other income received on such investment and reinvestment of theEscrowed Funds shall become part of the Escrowed Funds and any losses incurredon such investment and reinvestment of the Escrowed Funds shall be debitedagainst the Escrowed Funds.  In no eventshall the Escrow Agent be deemed an investment manager or adviser in respect ofany selection of investments hereunder. It is understood and agreed that, to the extent disclosed in aprospectus delivered to Buyer and Seller prior to Buyer’s and Seller’sdetermination to make the applicable investment, the Escrow Agent or itsAffiliates are permitted to receive customary additional compensation thatcould be deemed to be in the Escrow Agent’s economic self-interest for (i) servingas investment adviser, administrator, shareholder servicing agent, custodian orsub-custodian with respect to certain of the investments, (ii) usingAffiliates to effect transactions in certain investments and (iii) effectingtransactions in investments.

 

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Section 3.3               Votingof Escrowed Shares.  With respect toany matter on which the holders of Parent Class A Common Stock have votingrights, the Escrowed Shares shall be voted in the same proportion with respectto any item submitted to a vote of shareholders as are the votes cast by allholders of Parent Class A Common Stock with respect to such matter (otherthan any Parent Class A Common Stock held by Time Warner Inc. or itscontrolled Affiliates or by the Escrow Account), as such ratio is certified tothe Escrow Agent by Buyer.

 

ARTICLE IVCLAIMS AND RELEASE OF ESCROWED FUNDS

 

Section 4.1               Claims.

 

(a)           If Buyer wishes tomake a claim against the Escrow Fund pursuant to its rights under the PurchaseAgreement (a “Claim”), it shall send a written notice of Claim to Seller(an “Escrow Claim Notice”), specifying the nature of the Claim(indicating (i) whether it is a purchase price adjustment under Section 2.6(f) ofthe Purchase Agreement or an indemnification claim under Section 7.2 ofthe Purchase Agreement and (ii) whether such Claim is in respect of theGroup 1 Business or the Group 2 Business) and the amount of such purchase priceadjustment or, if such indemnification claim is pursuant to Section 7.2 ofthe Purchase Agreement, the estimated maximum dollar amount that Buyer in goodfaith reasonably believes it (or another Person, as applicable) is or may beentitled to in respect of such Claim under the Purchase Agreement (as adjustedin accordance with this Section 4.1(a), a “Claim Amount”); provided,however, that Buyer shall promptly (and in any event no later than thefifth Business Day following the date that Buyer reasonably determines that adifferent Claim Amount is warranted), upon written notice to Seller and theEscrow Agent, adjust the Claim Amount in good faith if at any time itreasonably believes a different Claim Amount is warranted; provided, further,that the failure by Buyer to adjust an Escrow Claim Notice as required by theimmediately preceding proviso shall not affect the rights of Seller hereunderexcept to the extent that such failure has a prejudicial effect on the rightsavailable to Seller hereunder.

 

(b)           Concurrently withthe delivery of the Escrow Claim Notice, Buyer shall deliver to the EscrowAgent, with a contemporaneous copy to Seller, a certificate in substantiallythe form of Annex I attached hereto (a “Certificate ofInstruction”).

 

(c)           If within tenBusiness Days following delivery of a Certificate of Instruction to the EscrowAgent and to Seller, (i) Seller does not send a certificate to the EscrowAgent, with a contemporaneous copy to Buyer, in substantially the form of Annex IIattached hereto (an “Objection Certificate”) objecting in good faith tothe payment of the Claim or any portion thereof or (ii) Buyer and Sellerdeliver to the Escrow Agent a joint certification in substantially the form of Annex IIIattached hereto (a “Joint Certification”) that the Claim (or any portionthereof) should be paid out of the Escrow 

 

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Fund to the extent set forth in such JointCertification, then the Escrow Agent shall pay to Buyer as soon as practicablethereafter (and in any event no later than the twelfth Business Day followingdelivery of the Certificate of Instruction to the Escrow Agent and to Seller)the sum of (A) the Claim Amount set forth in the Certificate ofInstruction or the amount set forth in the Joint Certification, as applicable,plus (B) the Escrow Earnings on such Claim Amount or the amount set forthin the Joint Certification, as applicable, in each case in the form of anEscrow Payment, collectively up to an amount equal to the then remaining EscrowFund but in no event with respect to a payment (excluding the portions thereofin respect of Escrow Earnings) pursuant to Section 7.2 of the PurchaseAgreement, in excess of the applicable Cap Amount (when taken together with allprevious payments (excluding the portions thereof in respect of EscrowEarnings) from the Escrow Fund pursuant to Section 7.2 of the PurchaseAgreement in respect of the Group 1 Business or the Group 2 Business, asapplicable).

 

(d)           If Seller does sendan Objection Certificate to the Escrow Agent and to Buyer within ten BusinessDays following Buyer’s delivery of the relevant Certificate of Instruction tothe Escrow Agent and to Seller, the Escrow Agent shall (i) pay to Buyer assoon as practicable thereafter (and in any event no later than the twelfthBusiness Day following delivery of the Certificate of Instruction to the EscrowAgent and to Seller) the portion of the Claim Amount as to which Seller has notobjected, if any, as evidenced by the Objection Certificate, plus the EscrowEarnings thereon, in the form of an Escrow Payment, collectively up to anamount equal to the then remaining Escrow Fund but in no event, with respect toa payment (excluding the portions thereof in respect of Escrow Earnings)pursuant to Section 7.2 of the Purchase Agreement, in excess of theapplicable Cap Amount (when taken together with all previous payments(excluding the portions thereof in respect of Escrow Earnings) from the EscrowFund pursuant to Section 7.2 of the Purchase Agreement in respect of theGroup 1 Business or the Group 2 Business, as applicable) and (ii) make apayment in respect of the portion of such Claim Amount objected to by Seller inthe Objection Certificate as soon as practicable (and in any event no laterthan two Business Days) following receipt of (A) a final judgment or orderof a court of competent jurisdiction in the United States (the time for appealhaving expired and no appeal having been perfected) in favor of Buyer,accompanied by a certificate of Buyer in substantially the form of Annex IVattached hereto (an “Order Certificate”), (B) a final andnon-appealable determination of an arbitration or like panel with respect todisputes that Buyer and Seller have mutually agreed to submit thereto,including, without limitation, a determination of the CPA Firm (as defined inthe Purchase Agreement) pursuant to Section 2.6(f) of the PurchaseAgreement, accompanied by an Order Certificate or (C) a JointCertification that the Claim Amount (or any portion thereof) should be paid outof the Escrow Fund to the extent set forth in such Joint Certification.  If the Escrow Agent makes a payment pursuantto clause (ii) of the preceding sentence, then the Escrow Agent shall payto Buyer as soon as practicable thereafter (A) the amount set forth insuch Order Certificate or Joint Certification, as applicable, plus (B) theEscrow Earnings on such amount, as applicable, in each case in the form of anEscrow Payment, collectively up to an amount equal to the then remaining EscrowFund (but in no event, with respect to a payment (excluding the portionsthereof 

 

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in respect of Escrow Earnings) pursuant to Section 7.2of the Purchase Agreement, in excess of the applicable Cap Amount (when takentogether with all previous payments (excluding the portions thereof in respectof Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of thePurchase Agreement in respect of the Group 1 Business or the Group 2 Business,as applicable).

 

(e)           Prior to theIndemnification Deadline, Buyer may, to the extent such action is taken in goodfaith, subdivide any Claim into one or more Claims.  Following the Indemnification Deadline, Buyermay, to the extent such action is taken in good faith, subdivide any Claim intoone or more Claims so long as the total dollars claimed thereunder does notexceed the aggregate dollar value of such Claim as of the IndemnificationDeadline.  The provisions of Section 4.1 hereof shall apply toany such subdivided Claim as if such subdivided claim were an independentClaim, otherwise governed by the applicable terms of any Certificate ofInstruction, Objection Notice, Joint Certification or Order Certificatedelivered in respect of the original Claim (for the avoidance of doubt, no newCertificate of Instruction or Objection Notice will be required in respect ofsuch subdivided claim).

 

Section 4.2               Releaseof Escrow Fund to Seller.

 

(a)           On January 31,2007 (the “Partial Release Date”), the Escrow Agent shall release toSeller from the Escrow Fund in the form of an Escrow Payment an amount equal tothe excess of (i) (A) the sum of $183,146,746.80 *plus* 33% of any amounts depositedfollowing the date hereof pursuant to Section 2.6(f) of the PurchaseAgreement *plus*(B) EscrowEarnings in respect of such sum (calculated as of the Partial Release Date)over (ii) the sum of (A) all amounts previously paid hereunder out ofthe Escrow Fund, *plus* (B) thesum of (x) the aggregate of all Claim Amounts with respect to the Escrow Fundoutstanding immediately prior to the Partial Release Date *plus* (y) an amount equal to the EscrowEarnings on all such Claim Amounts (calculated as of the Partial Release Date).

 

(b)           On July 31,2007 (the “Indemnification Deadline”), the Escrow Agent shall release toSeller the excess, if any, of the Escrow Fund over the aggregate of all ClaimAmounts (and Escrow Earnings thereon calculated as of the IndemnificationDeadline) with respect to the Escrow Fund then outstanding (disregarding anysuch Claim Amounts (and Escrow Earnings thereon) pursuant to Section 7.2of the Purchase Agreement, to the extent such Claim Amounts, together with allprevious payments from the Escrow Fund (excluding the portions thereof inrespect of Escrow Earnings) pursuant to Section 7.2 of the PurchaseAgreement in respect of the Group 1 Business or the Group 2 Business, asapplicable, exceed the applicable Cap Amount). Any portions of the Escrow Fund subject to an unresolved outstandingCertificate of Instruction as of the Indemnification Deadline, subject to theapplicable Cap Amount, shall continue to be held in escrow by the Escrow Agentin accordance with this Agreement, and shall be released (i) to Buyerpursuant to Section 4.1(c) or 4.1(d) hereof, as applicable, or (ii) toSeller as soon as practicable (but in no event later than five Business Days)following (A) 

 

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the reduction in the Claim Amount as a resultof a downward adjustment thereof by Buyer pursuant to Section 4.1(a) hereofin respect of any unresolved outstanding Certificate of Instruction, to theextent of such reduction, or (B) the full resolution of any Claim setforth in any Certificate of Instruction that remained unresolved andoutstanding as of the Indemnification Deadline to the extent the amount to bereleased to Buyer pursuant to Section 4.1(c) or 4.1(d) hereof,as applicable, in respect of such Claim is less than the corresponding ClaimAmount; provided, however, that no amount shall be released toSeller pursuant to this clause (ii) to the extent that the sum of theClaim Amounts and the Escrow Earnings thereon in respect of the remainingunresolved outstanding Certificates of Instruction would exceed the amountremaining in the Escrow Fund following such release, disregarding for purposesof such sum any Claim Amounts pursuant to Section 7.2 of the PurchaseAgreement to the extent that such Claim Amounts, together with all previouspayments (excluding the portions thereof in respect of Escrow Earnings) fromthe Escrow Fund pursuant to Section 7.2 of the Purchase Agreement inrespect of the Group 1 Business or the Group 2 Business, as applicable, exceedthe applicable Cap Amount.

 

Section 4.3               Payments.  All amounts payable from the Escrow Accounthereunder shall be paid in the form of an Escrow Payment.  To the extent any Escrow Payment hereunderconsists of, or any calculation is required with respect to, Escrowed Shares,each Escrowed Share shall be deemed to have a value equal to the Per ShareValue of the Purchase Shares.  All cashpayments made by any party hereunder shall be made by wire transfer inimmediately available funds to an account identified to the transferor by thetransferee in writing not later than two Business Days prior to the scheduleddate of the relevant release.  Allpayments of stock or other securities to be made by any party hereunder shallbe made by (a) physical delivery of stock certificates representing suchstock or other securities, duly endorsed for transfer or accompanied byexecuted stock transfer powers or other appropriate instruments of assignmentand transfer or (b) confirmation of a book-entry transfer of such sharesor other securities in form and substance reasonably acceptable to Buyer,Seller or the Escrow Agent, whichever is the relevant transferee.

 

Section 4.4               Adjustments.  If, during the term of this Agreement, anychange in the Escrowed Shares shall occur (for the avoidance of doubt, otherthan the declaration or payment of any non-cash Interim Dividend), including byreason of any reclassification, recapitalization, stock split or combination,exchange or readjustment of shares, the Escrowed Shares, the Per Share Value ofthe Purchase Shares and any other applicable term of this Agreement shall beappropriately adjusted effective as of the effective date of the relevantchange with respect to the Escrowed Shares.

 

Section 4.5               Statement.  The Escrow Agent shall provide Buyer andSeller monthly statements identifying transactions, transfers and holdings ofthe Escrow Fund.  In the event that Buyeror Seller notifies the other of any mistake in an Escrow Payment or Escrow Earningsthereon, the party receiving such notice shall in good faith determine whethersuch party agrees in whole or in part with the mistake asserted in such 

 

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notice. In the event that the party receiving such notice has so determined thatit agrees in whole or in part with the mistake asserted in such notice, Buyerand Seller shall promptly but in no event later than ten Business Daysfollowing the date of the Escrow Payment jointly notify the Escrow Agent ofsuch agreed-upon error and, as applicable, Buyer or Seller shall return to theEscrow Agent any wrongful distribution made to such party, and the Escrow Agentshall promptly make any necessary additional distribution to correct the error.

 

ARTICLE VDUTIES OF ESCROW AGENT

 

Section 5.1               Degreeof Care.  The Escrow Agent shall notbe under any duty to give the Escrow Fund any greater degree of care than itgives its own similar property.

 

Section 5.2               NoLiability.  The Escrow Agent shallnot be liable to either Buyer or Seller for any action taken or omitted by it,or any action suffered by it to be taken or omitted, unless the Escrow Agentshall have acted with (or the Escrow Agent’s omission to act is with) badfaith, gross negligence or willful misconduct.

 

Section 5.3               Reliance.  The Escrow Agent shall be entitled to rely ingood faith upon any order, judgment, certification, demand, notice, instrumentor other writing delivered to it hereunder without being required to determinethe authenticity or the correctness of any fact stated therein or the proprietyor validity of the service thereof.  TheEscrow Agent may act in reliance upon any instrument or signature believed byit to be genuine and may assume that the Person purporting to give receipt or adviceor make any statement or execute any document in connection with the provisionshereof has been duly authorized to do so. The Escrow Agent may act pursuant to the advice of counsel with respectto any matter relating to this Agreement and shall not be liable for any actiontaken or omitted by it in good faith in accordance with such advice.

 

Section 5.4               NoInterest.  The Escrow Agent does nothave any interest in the Escrow Account other than as Escrow Agent.  Any payments of income from the Escrow Fundshall be subject to withholding regulations then in force with respect totaxes.  Buyer and Seller will provide theEscrow Agent with a duly completed Internal Revenue Service form for taxidentification number certification.

 

Section 5.5               NoRepresentations.  The Escrow Agentmakes no representation as to the validity, value, genuineness orcollectability of any security held by or delivered to it.

 

Section 5.6               NoAdvice.  The Escrow Agent shall notbe called upon to advise any party as to the wisdom of selling or retaining anysecurities or other property deposited hereunder or taking or refraining fromany action with respect to the Escrow Account.

 

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Section 5.7               Resignation.  The Escrow Agent may resign and be dischargedfrom its duties or obligations hereunder by giving thirty days’ prior writtennotice of such resignation to Buyer and Seller specifying a date under whichsuch resignation shall take effect; provided, however, that nosuch resignation shall be effective until a successor escrow agent shall havebeen appointed and the Escrow Agent shall have delivered to such successorescrow agent the Escrow Fund, all relevant books and records (including anyEscrow Claim Notice) relating thereto and any instruments in which the EscrowFund has been invested in accordance with this Agreement.  In the event of the Escrow Agent’sresignation, Buyer and Seller shall jointly designate a new escrow agent.  Notwithstanding anything to the contrary inthis Section 5.7, if Buyer and Seller are unable to agree upon a successorescrow agent within thirty days after receipt of a resignation notice signed bythe Escrow Agent, the Escrow Agent may, in its sole discretion, apply to acourt of competent jurisdiction for the appointment of a successor escrow agentor for other appropriate relief.  Anysuch successor to the Escrow Agent shall agree to be bound by the terms of thisAgreement and shall, upon receipt of the Escrow Fund, all relevant books andrecords (including any Escrow Claim Notice) relating thereto and anyinstruments in which the Escrow Fund has been invested in accordance with thisAgreement, become the Escrow Agent hereunder.

 

Section 5.8               Compensation.  Seller and Buyer shall share equally allcosts relating to the compensation (as payment in full) of the Escrow Agent forits services hereunder, payable annually in advance in accordance with the fee schedule attachedhereto as Exhibit A.  Sellerand Buyer agree, severally and not jointly (on an equal basis), to reimbursethe Escrow Agent for all reasonable expenses, disbursements and advancesincurred or made by Escrow Agent in performance of its duties hereunder(including reasonable fees, expenses and disbursements of its counsel, whichfees and expenses shall not exceed $5,000 or, in the case of legal feesincurred in connection with litigation not arising due to the negligence orwillful misconduct of the Escrow Agent, shall not exceed $375,000).

 

Section 5.9               Depository.  Buyer and Seller authorize the Escrow Agent,for any securities held hereunder, to use the services of any United Statescentral securities depository it reasonably deems appropriate, including,without limitation, the Depositary Trust Company and the Federal Reserve BookEntry System.

 

Section 5.10             Indemnification.  Buyer and Seller, severally and not jointly,shall indemnify and hold harmless the Escrow Agent from and against anyexpenses (including reasonable counsel fees and disbursements), liabilities,damages or losses suffered by the Escrow Agent in connection with any action,suit or other proceeding involving any claim, or in connection with any claimor demand, which in any way, directly or indirectly, arises out of this EscrowAgreement, unless such claim or demand arises out of the gross negligence,willful misconduct or bad faith of the Escrow Agent.  Each of Buyer and Seller (the “ContributingParty”) agrees to contribute to the other party (the “Indemnifying Party”)any amounts such other party pays the Escrow Agent in connection with theindemnification obligations contained in this Section 5.10 

 

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in proportion to the Contributing Party’scontribution to the overall fault for such indemnification obligation ascompared to the Indemnifying Party’s contribution to the overall fault for suchindemnification obligation, as agreed between Buyer and Seller or, in theabsence of agreement, as finally determined by a court of competentjurisdiction; itbeingunderstoodthat to the extentneither Buyer nor Seller is at fault for such indemnification obligation, theContributing Party shall contribute to the Indemnifying Party an amount equalto 50% of such indemnification obligation.

 

ARTICLE VITAX TREATMENT

 

Section 6.1               Taxes.  Except to the extent otherwise required byLaw, Seller shall include in its income, for tax purposes, all income, gainsand losses realized with respect to the Escrow Fund and timely pay all taxesdue with respect thereto.  As soon aspracticable after December 31 of each calendar year, the Escrow Agentshall report to Seller the amount of all income, gains and losses realizedduring such calendar year with respect to the Escrow Fund (and shall provide acopy of such report to Buyer).

 

ARTICLE VII

 

MISCELLANEOUS

 

Section 7.1               Notices.  All notices, requests, demands, approvals,consents and other communications hereunder shall be in writing, signed by anauthorized Person and shall be deemed to have been duly given and made ifserved by personal delivery upon the party for whom it is intended or deliveredby registered or certified mail, return receipt requested, or if sent bytelecopier or email, provided that the telecopy or email is promptly confirmedby telephone confirmation thereof, to the Person at the address set forthbelow, or such other address as may be designated in writing hereafter, in thesame manner, by such Person:

 

To Buyer:

 
| c/o Time  Warner Cable Inc. |                     |
|-----------------------------|--------------------------|
| 290 Harbor  Drive           |                     |
| Stamford, CT  06902-6732    |
| Telephone:                  | (203)  328-0670          |
| Telecopy:                   | (203) 328-3295           |
| Email:                      | glenn.britt@twcable.com  |
| Attention:                  | Chief  Executive Officer |
|                             |                          |  |

 

With a copyto:

 
| Legal  Department        |                                |
|--------------------------|-------------------------------------|
| Time Warner  Cable Inc.  |                                |
| 290 Harbor  Drive        |                                |
| Stamford, CT  06902-6732 |
| Telephone:               | (203)  328-0631                     |
| Telecopy:                | (203)  328-4094                     |
| Email:                   | marc.lawrence-apfelbaum@twcable.com |
| Attention:               | General  Counsel                    |
|                          |                                     |  |

 

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| -and-                    |                          |
|--------------------------|-------------------------------|
|                     |                          |
| Time Warner  Inc.        |                          |
| One Time  Warner Center  |
| New York,  NY 10019 |                          |
| Telephone:               | (212)  484-7980               |
| Telecopy:                | (212)  484-7167               |
| Email:                   | Paul.Cappuccio@timewarner.com |
| 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        |
| Email:                                                 | kparker@paulweiss.com  |
|                                                   | rschumer@paulweiss.com |
| Attention:                                             | Kelley D.  Parker      |
|                                                   | Robert B.  Schumer     |
|                                                        |                        |  |

 
| -and-                   |               |
|-------------------------|--------------------|
|                    |               |
| Comcast  Corporation    |               |
| 1500 Market  Street     |               |
| Philadelphia,  PA 19102 |
| Telephone:              | (215)  665-1700    |
| Telecopy:               | (215)  981-7794    |
| Email:                  | ablock@comcast.com |
| Attention:              | General  Counsel   |
|                         |                    |  |

 
| -and-                           |                   |
|---------------------------------|------------------------|
|                            |                   |
| Davis  Polk & Wardwell |                   |
| 450  Lexington Avenue           |
| New York, NY  10017             |
| Telephone:                      | (212)  450-4000        |
| Telecopy:                       | (212)  450-3800        |
| Email:                          | william.taylor@dpw.com |
| Attention:                      | William L.  Taylor     |
|                                 |                        |  |

 

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To Escrow Agent:

 
| Deutsche  Bank Trust Company Americas |                       |
|---------------------------------------|----------------------------|
| 60 Wall  Street, 27th Floor           |                       |
| Mail Stop:  NYC60-2710                |                       |
| New York, NY  10005                   |
| Telephone:                            | (212)  250-4660            |
| Telecopy:                             | (732)  578-4593            |
| Email:                                | aldrin.m.bayne@db.com      |
| Attention:                            | Aldrin  Bayne, Escrow Team |
|                                       |                            |  |

 

To Seller:

 
| Adelphia  Communications Corporation |                         |
|--------------------------------------|------------------------------|
| 5619 DTC  Parkway                    |                         |
| Greenwood  Village, CO 80111         |                         |
| Telephone:                           | (303)  268-6458              |
| Telecopy:                            | (303)  268-6662              |
| Email:                               | brad.sonnenberg@adelphia.com |
| Attention:                           | Brad  Sonnenberg             |
|                                      |                              |  |

 

With a copyto:

 
| Sullivan &  Cromwell LLP |                |
|-----------------------------------|---------------------|
| 125 Broad  Street                 |                |
| New York, NY  10004               |                |
| Telephone:                        | (212)  558-4000     |
| Telecopy:                         | (212)  558-3588     |
| Email:                            | korrya@sullcrom.com |
| Attention:                        | Alexandra D.  Korry |
|                                   |                     |  |

 

Section 7.2               Amendment;Waiver.  Any provision of thisAgreement may be amended or waived if, and only if, such amendment or waiver isin writing and signed, in the case of an amendment, by the Escrow Agent, Buyerand Seller, or in the case of a waiver, by the party against whom the waiver isto be effective.  No failure or delay byany party in exercising any right, power or privilege hereunder shall operateas a waiver thereof nor shall any single or partial exercise thereof precludeany other or further exercise thereof or the exercise of any other right, poweror privilege.  The rights and remediesherein provided shall be cumulative and not exclusive of any rights or remediesprovided by Law.

 

Section 7.3               NoAssignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of theparties hereto and their 

 

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respective successors, legal representativesand permitted assigns.  No party to thisAgreement may assign any of its rights or transfer or delegate any of itsobligations under this Agreement, by operation of Law or otherwise, without theprior written consent of the other parties hereto, except, in whole or in part,(a) with respect to Seller, to a limited number of entities acting onbehalf of Seller’s estate that are designated by Seller and reasonablyacceptable (including in terms of the number of entities and the form andidentity of each such entity) to Buyer (each a “Permitted Assignee”);provided that (i) each such Permitted Assignee shall agree in writing tobe bound by the obligations and liabilities of the Seller set forth in thisAgreement and (ii) such assignment by Seller under this Section 7.3shall relieve Seller of any of its obligations or liabilities under thisAgreement if, but only if, Seller provides Buyer with an indemnificationagreement (in form and substance reasonably acceptable to Buyer, it beingunderstood that the amount or nature of the remaining assets or liabilities ofSeller shall not be a factor in such determination) indemnifying Buyer for anybreach of the obligations and liabilities of the Permitted Assignee, in whichcase such assignee or transferee shall be substituted for Seller for allpurposes of this Agreement, (b) with respect to Buyer, (i) to ComcastCorporation or its Affiliates under the Exchange Agreement (subject to furtherassignment by Comcast Corporation to its Affiliates) or (ii) to anyAffiliate of Buyer; provided, that no such assignment pursuant to clause(b)(ii) or, with respect to an assignment by Comcast Corporation to itsAffiliates or by Buyer to any Affiliate of Comcast Corporation, clause (b)(i) ofthis sentence shall relieve the assignor of its obligations hereunder; provided,further, that in the case of any such assignment pursuant to clause (b) otherthan to Comcast Corporation, the assignee shall appoint either Buyer or ComcastCorporation as its agent under the Escrow Agreement and such agent shall be theonly party entitled to take action on behalf of such assignee pursuant to thisAgreement.  In connection with anyassignment, transfer or delegation by Buyer to Comcast Corporation or anyAffiliate of Comcast Corporation as permitted above, Buyer shall be relieved ofany liability or obligation so assigned, transferred or delegated to the extentSeller has the right to enforce in full against Comcast Corporation any suchliability or obligation.  Any assignmentor transfer permitted hereunder shall be evidenced in writing signed by theassignor and assignee, a copy of which shall be delivered to the other partieshereto.    Nothing in this Agreement,express or implied, is intended to confer upon any Person other than Buyer,Seller, the Escrow Agent and their respective successors, legal representativesand permitted assigns, any rights or remedies under or by reason of thisAgreement.

 

Section 7.4               EntireAgreement.  This Agreement containsthe entire agreement among the parties hereto with respect to the subjectmatter hereof and supersedes all prior agreements and understandings, oral orwritten, with respect to such matters among the parties hereto; itbeingunderstood that nothing herein is intended to conflict with the PurchaseAgreement.

 

Section 7.5               Expenses.  Except as otherwise expressly provided inthis Agreement, all costs and expenses incurred in connection with thisAgreement and the 

 

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transactions contemplated hereby shall beborne by the party incurring such costs and expenses.

 

Section 7.6               GOVERNINGLAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM; WAIVER OF TRIAL BY JURY.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUEDIN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TOPRINCIPLES OF CONFLICTS OF LAW.  Eachparty hereto agrees that it shall bring any action or proceeding in respect ofany claim arising out of or related to this Agreement exclusively in (i) theUnited States Bankruptcy Court for the Southern District of New York (the “BankruptcyCourt”) so long as the jointly administered case of Seller and certainAffiliates as debtor and debtors in possession pending under Chapter 11 of theUnited States Bankruptcy Code in the Bankruptcy Court (the “ReorganizationCase”) remains open and (ii) after the completion of theReorganization Case or in the event that the Bankruptcy Court determines thatit does not have jurisdiction, the United States District Court for theSouthern District of New York or any New York State court sitting in New YorkCity (together with the Bankruptcy Court, the “Chosen Courts”), andsolely in connection with claims arising under this Agreement (i) irrevocablysubmits to the exclusive jurisdiction of the Chosen Courts, (ii) waivesany objection to laying venue in any such action or proceeding in the ChosenCourts, (iii) waives any objection that the Chosen Courts are aninconvenient forum or do not have jurisdiction over any party hereto and (iv) agreesthat service of process upon such party in any such action or proceeding shallbe effective if notice is given in accordance with Section 7.1 of thisAgreement.  Seller hereby irrevocablydesignates The Corporation Trust Company as its agent and attorney-in-fact forthe acceptance of service of process and making an appearance on its behalf inany such claim or proceeding and for the taking of all such acts as may benecessary or appropriate in order to confer jurisdiction over it before theChosen Courts and Seller stipulates that such consent and appointment isirrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by juryin any legal proceeding arising out of or relating to this Agreement.

 

Section 7.7               Counterparts.  This Agreement may be executed in one or morecounterparts, each of which will be deemed to be an original and all of which,when taken together, shall constitute one and the same Agreement.

 

Section 7.8               Headings.  The headings of sections in this Agreementare provided for convenience purposes only, and shall not be deemed to limit oraffect any of the provisions hereof.

 

Section 7.9               Severability.  The provisions of this Agreement shall bedeemed severable and the invalidity or unenforceability of any provision shallnot affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or theapplication thereof to any Person or any circumstance, is invalid or unenforceable,(a) a suitable and equitable provision shall be substituted therefor inorder to carry out, so far as may be valid and enforceable, the intent andpurpose of such 

 

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invalid or unenforceable provision and (b) theremainder of this Agreement and the application of such provision to otherPersons or circumstances shall not be affected by such invalidity orunenforceability, nor shall such invalidity or unenforceability affect thevalidity or enforceability of such provision, or the application thereof, inany other jurisdiction.

 

Section 7.10             Termination.  This Agreement shall terminate upon therelease of all funds from the Escrow Fund in accordance with this Agreement andthe Purchase Agreement.  The provisionsof the second sentence of Section 4.5 hereof (and, for purposes of suchsentence, the remainder of Article IV hereof to the extent relatedthereto), Article V hereof and this Article VII shall survive thetermination of this Agreement or, as to the Escrow Agent, the earlierresignation or removal of the Escrow Agent. Nothing in this Section 7.10 shall relieve any party from liabilityfor any breach of this Agreement prior to the termination of this Agreement.

 

Section 7.11             Instructions.  For purposes of sending and receivinginstructions or directions hereunder, all such instructions or directions shallbe, and the Escrow Agent may conclusively rely upon such instructions ordirections, delivered and executed by representatives of Buyer or Sellerdesignated on Schedule I attached hereto and made a part hereof,which such designation shall include specimen signatures of suchrepresentatives, as such Schedule I may be updated from time totime.

 

Section 7.12             NoSet-Off.  The Escrow Fund is intendedfor the purposes set forth herein and in the Purchase Agreement.  No party hereto or any of its assignees ortheir respective Affiliates shall have any right of set off with respect to anyportion of the Escrow Fund with respect to any claims other than those claimsagainst the Escrow Fund permitted by the Purchase Agreement.

 

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IN WITNESSWHEREOF, the parties have executed and delivered this Agreement as of the datefirst written above.

 
| ** ** | **DEUTSCHE BANK TRUST COMPANY   AMERICAS** |
|------------|--------------------------------------------|
|       |                                       |   |   |   |
|       |                                       |   |   |   |
|       | By:                                        | /s/ Richard  L. Buckwalter |   |   |
|       |                                       | Name:  Richard L. Buckwalter |   |   |
|       |                                       | Title: Vice  President |   |   |
|       |                                       |   |   |   |
|       | By:                                        | /s/ Aldrin  M.F. Bayne |   |   |
|       |                                       | Name: Aldrin  M.F. Bayne |   |   |
|       |                                       | Title:  Assistant Vice President |   |   |
|       |                                       |   |   |   |
|       |                                       |   |   |   |
| ** ** | **TIME WARNER NY CABLE LLC**               |   |
|       |                                       |   |   |   |
|       |                                       |   |   |   |
|       | By:                                        | /s/ David E.  O’Hayre |   |   |
|       |                                       | Name: David  E. O’Hayre |   |   |
|       |                                       | Title:  Executive Vice President, |   |   |
|       |                                       | Investments |   |   |
|       |                                       |   |   |   |
|       |                                       |   |   |   |
| ** ** | **ADELPHIA COMMUNICATIONS  CORPORATION**   | ** ** |
|       |                                       |   |   |
|       | By:                                        | /s/ Vanessa  Wittman |   |
|       |                                       | Name:  Vanessa Wittman |   |
|       |                                       | Title:  Executive Vice President and |   |
|       |                                       | Chief Financial Officer |   |
|            |                                            |  |  |  |  |

 

Acknowledgedand Agreed:

 

**COMCASTCORPORATION**

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

 

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**Annex I**

 

**CERTIFICATE OF INSTRUCTION**

 

**to**

 

**DEUTSCHE BANK TRUST COMPANY AMERICAS,**

 

**as Escrow Agent**

 

The undersigned, Time Warner NY Cable LLC (“Buyer”),****pursuant to Section 4.1(b) ofthe Escrow Agreement, dated as of July 31, 2006, as amended from time totime in accordance with its terms (the “Escrow Agreement”), by and amongBuyer, Adelphia Communications Corporation and Deutsche Bank Trust CompanyAmericas, as escrow agent (terms defined in the Escrow Agreement have the samemeanings when used herein), hereby certifies that [[               ]is entitled to indemnification pursuant to Section  [7.2(a)] of thePurchase Agreement]] [in respect of the [Group 1 Business] [Group 2 Business][Buyer is entitled to a purchase price adjustment pursuant to Section [2.6(f)]of the Purchase Agreement] in an amount equal to (a) $              (the “Claim Amount”) plus (b) the Escrow Earnings on the ClaimAmount.

 

In accordance with the Escrow Agreement, if you have not received atimely Objection Certificate from Seller, you are hereby instructed to releaseand pay the Claim Amount and Escrow Earnings thereon from the Escrow Account toBuyer [(for payment by Buyer to               )].

 

Dated:                  ,200  .

 

 
| ** ** | **[TIME WARNER NY CABLE LLC](1)** |   |
|------------|-----------------------------------|--------|
|       |                              |
|       | By:                               |   |   |
|       |                              | Name:  |
|       |                              | Title: |
|            |                                   |        |  |  |

 

cc:           AdelphiaCommunicationsCorporation

 

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(1)       If Buyer has assignedthe Escrow Agreement pursuant to Section 7.3 of this Agreement, suchcertificate may be executed by Comcast Corporation on behalf of such entity ifsuch entity has designated Comcast Corporation as its agent.

 

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**Annex II**

 

**OBJECTION CERTIFICATE**

 

**to**

 

**DEUTSCHE BANK TRUST COMPANY AMERICAS,**

 

**as Escrow Agent,**

 

**and**

 

**TIME WARNER NY CABLE LLC**

 

The undersigned, Adelphia Communications Corporation (“Seller”),****pursuant to Section 4.1(c) ofthe Escrow Agreement, dated as of July 31, 2006, as amended from time totime in accordance with its terms (the “Escrow Agreement”), by and amongTime Warner NY Cable LLC (“Buyer”), Seller and Deutsche Bank TrustCompany Americas, as escrow agent (terms defined in the Escrow Agreement havethe same meanings when used herein), hereby:

 

(a)           disputes that [aportion of] the Claim Amount (and Escrow Earnings thereon) referred to in theCertificate of Instruction dated               ,200   is owed by Seller to [             pursuant to Section [7.2] of the Purchase Agreement] [in respect of the[Group 1 Business] [Group 2 Business] [Buyer pursuant to Section [2.6(f)]of the Purchase Agreement];

 

(b)           certifies that theundersigned has sent to Buyer a written statement dated               ,200  , a copy of which is attached hereto, disputing [a portion of]the liability to [              ][Buyer] for the Claim Amount; [and]

 

(c)           objects to youmaking payment to Buyer from the Escrow Account as requested in suchCertificate of Instruction [in full] [in part, to the extent of $                of the Claim Amount and any related Escrow Earnings]; [and]

 

(d)           [instructs you tomake a payment to Buyer from the Escrow Account in an amount equal to $                of the Claim Amount (the “Partial Claim Amount”) plus the EscrowEarnings on the Partial Claim Amount.](2)

 

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(2)       Ifapplicable.

 

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Dated:                        ,200  .

 

 
| ** ** | **[ADELPHIA  COMMUNICATIONS**

**CORPORATION](3)** |
|------------|----------------------------------------------------|
|       |                                               |
|       |                                               |
|       | By:                                                |   |   |
|       |                                               |   |   |
|       |                                               | Name: |
|       |                                               | Title: |

 

cc:           Time Warner NY Cable LLC

 

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| (3) |   | If Seller  has assigned the Escrow Agreement to an entity acting on behalf of Seller’s  estate, such certificate may be executed by such entity. |
|-----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

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**Annex III**

 

**JOINT CERTIFICATION**

 

**to**

 

**DEUTSCHE BANK TRUST COMPANY AMERICAS,**

 

**as Escrow Agent**

 

The undersigned, Time Warner NY Cable LLC (“Buyer”) and AdelphiaCommunications Corporation (“Seller”),****pursuant to Section 4.1[(c)][(d)] of the Escrow Agreement,dated as of July 31, 2006, as amended from time to time in accordance withits terms (the “Escrow Agreement”), by and among Buyer, Seller andDeutsche Bank Trust Company Americas, as escrow agent (terms defined in the EscrowAgreement have the same meanings when used herein), hereby jointly:

 

(a)           certify that [aportion of] the Claim Amount with respect to the matter described in theCertificate of Instruction dated                ,200   in the amount of $                  is owed to Buyer; and

 

(b)           instruct you torelease to Buyer from the Escrow Account $                 [insert amount pursuant to paragraph (a)] plus the Escrow Earnings thereon.

 

Dated:                     ,200  .

 
| ** ** | [**TIME WARNER NY CABLE LLC**](4) |
|------------|-----------------------------------|
|       |                              |
|       |                              |
|       | By:                               |   |   |
|       |                              | Name: |
|       |                              | Title: |

 
| ** ** | [**ADELPHIA COMMUNICATIONS   CORPORATION**](5) |
|------------|------------------------------------------------|
|       |                                           |
|       |                                           |
|       | By:                                            |   |   |
|       |                                           | Name: |
|       |                                           | Title: |

 

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| (4)    |   | If Buyer has  assigned the Escrow Agreement pursuant to Section 7.3 of this Agreement, such  certificate may be executed by Comcast Corporation on behalf of such entity  if such entity has designated Comcast Corporation as its agent. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                      |
| (5)    |   | If Seller  has assigned the Escrow Agreement to an entity acting on behalf of Seller’s  estate, such certificate may be executed by such entity.                                                                                     |

 

 

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**Annex IV**

 

**ORDER CERTIFICATE**

 

**to**

 

**DEUTSCHE BANK TRUSTCOMPANY AMERICAS,**

 

**as Escrow Agent**

 

The undersigned, Time Warner NY Cable LLC (“Buyer”),pursuant to Section 4.1(d) of the Escrow Agreement, dated as of July 31,2006, as amended from time to time in accordance with its terms (the “EscrowAgreement”), by and among Buyer, Adelphia Communications Corporation (“Seller”)and Deutsche Bank Trust Company Americas, as escrow agent (terms defined in theEscrow Agreement have the same meanings when used herein), hereby:

 

(a)            certifies that (i) attachedhereto is [a final judgment or order of a court of competent jurisdiction inthe United States] [a final and non-appealable determination of an arbitrationor like panel] resolving in [whole] [part] the dispute between Buyer and Selleras to the matter described in the Certificate of Instruction dated                 ,200   and the related Objection Certificate dated                 ,200  , and (ii) the [portion of the] Claim Amount set forth insuch Certificate of Instruction that is owed to Buyer, as provided in suchorder, is $               ;and

 

(b)           instructs you torelease from the Escrow Account the aggregate [cash] amount pursuant toparagraph (a) of this certificate plus the Escrow Earnings thereon, assoon as practicable following your receipt of this Order Certificate and, inany event, no later than two Business Days following the date hereof.

 

Dated:                    ,200  .

 
| ** ** | [**TIME WARNER NY CABLE LLC**](6) |
|------------|-----------------------------------|
|       |                              |
|       |                              |
|       | By:                               |   |   |
|       |                              | Name: |
|       |                              | Title: |

 

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| (6) |   | If Buyer has assigned the Escrow Agreement pursuant to Section 7.3 of  this Agreement, such certificate may be executed by Comcast Corporation on  behalf of such entity if such entity has designated Comcast Corporation as its  agent. |
|-----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

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**Schedule I**

 

Authorized Representatives of Buyer

 
| **Name** | ** ** | **Title** | ** ** | **Specimen  Signature** |
|----------|------------|-----------|------------|-------------------------|
|     |       |      |       |                    |
|     |       |      |       |                    |
|     |       |      |       |                    |

 

 

Authorized Representatives of Seller

 
| **Name**            | ** ** | **Title**                                               | ** ** | **Specimen  Signature** |
|---------------------|------------|---------------------------------------------------------|------------|-------------------------|
|                |       |                                                    |       |                    |
| Vanessa Wittman     |       | Executive  Vice President   and Chief Financial Officer |       |                    |
|                |       |                                                    |       |                    |
| Christine  Morris   |       | Treasurer                                               |       |                    |
|                |       |                                                    |       |                    |
| Constance  Campbell |       | Senior Vice  President                                  |       |                    |

 

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**Exhibit A**

 

[Fee Schedule]

 

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