**EXHIBIT 10.12**

**SECOND AMENDMENT TO**

**EMPLOYMENTAGREEMENT**

This SECOND AMENDMENT (this “Second Amendment”) to theEmployment Agreement, made and entered into by and between AdelphiaCommunications Corporation, a Delaware corporation (together with its successorsand assigns, the “Company”), and Brad Sonnenberg (the “Executive”) is effectiveas of the 11th dayof October, 2006 (the “Effective Date”).

WHEREAS, the Executive and the Company entered intothat certain Employment Agreement dated July 21, 2003, as amended on May 31,2006 (together, the “Employment Agreement”);

WHEREAS, on September 21, 2006, the United States Bankruptcy Court for theSouthern District of New York, such court having jurisdiction over the chapter11 cases currently pending with respect to the Company and those of itsaffiliates that are debtors and debtors in possession under Chapter 11 of theBankruptcy Code whose cases are jointly administered under case number 02-41729(REG) (the “Debtors”), issued an order (the “Order”) authorizing and approvingthe implementation of the Debtors’ extended post-closing incentive plan for theExecutive, including certain amendments to the Employment Agreement; and

WHEREAS, the Company and the Executive now desire toamend the Employment Agreement in accordance with the Order.

NOW, THEREFORE, in consideration of the premises andthe mutual agreements hereinafter contained, the parties do hereby amend theEmployment Agreement as follows, effective as of the Effective Date:

# 1.               Effective August 1,2006, Executive’s annual Base Salary shall be $1,278,225 to be paid inbi-weekly installments (net of any amounts required to be withheld underapplicable federal, state or local income tax laws).

# 2.               The following shallbe added to the end of Section 1(i) of the Employment Agreement:

“For purposes of thisAgreement, voluntary termination by Executive pursuant to the Effective DateTermination provision of the Extended EVP Post Close Incentive Program shall bedeemed to be a termination by the Executive for Good Reason.”

# 3.               The followingdefinitions shall be added to Section 1 of the Employment Agreement:

“Debtors” shall mean the Company and those of its affiliates thatare debtors and debtors in possession under Chapter 11 of the Bankruptcy Codewhose cases are jointly administered under case number 02-41729 (REG).

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“ExtendedEVP Post Close Incentive Program” shall mean that certain Extended EVP PostClose Incentive Program, as adopted and approved by the United StatesBankruptcy Court for the Southern District of New York on September 21, 2006.

“EffectiveDate Termination” shall have the meaning ascribed to such term in the ExtendedEVP Post Close Incentive Program.

# 4.               Defined terms usedherein and not otherwise defined in this Second Amendment shall have the samemeaning ascribed to them in the Employment Agreement.

# 5.               Except as amendedand modified hereby, the terms of the Employment Agreement shall remain in fullforce and effect, provided that such terms shall not impair Executive’s rightsand benefits under the Extended EVP Post Close Incentive Program.

# 6.               THISSECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWSOF THE STATE OF COLORADO APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMEDENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES TO THEEXTENT SUCH LAWS ARE NOT PREEMPTED BY FEDERAL BANKRUPTCY LAW.

Theparties hereby (i) submit to the exclusive jurisdiction of the courts of theState of Colorado and the U.S. federal courts sitting in Colorado, providedthat until the consummation of the Plan, the Bankruptcy Court shall haveexclusive jurisdiction for any action or proceeding relating to this SecondAmendment, (ii) consent that any such action or proceeding may be broughtin any such venue, (iii) waive any objection that any such action orproceeding, if brought in any such venue, was brought in any inconvenient forumand agree not to claim the same, (iv) agree that any judgment in any suchaction or proceeding may be enforced in other jurisdictions, (v) consent to serviceof process at the address set forth in Section 22 of the Employment Agreement(or to such other addresses as Party may designate by notice to the otherParty), and (vi) to the extent applicable, waive their respective rights to ajury trial of any claim or cause of action based on or arising out of thisSecond Amendment or any dealings between them relating to the subject matter ofthis Second Amendment.

# 7.               This SecondAmendment may be executed in one or more counterparts (including by facsimile),each of which shall be deemed an original and all of which together shall beconsidered one and the same instrument.

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IN WITNESSWHEREOF, the parties hereto have entered into the Second Amendment to theEmployment Agreement as of the day and year first written above.
|   | BRAD SONNENBERG                       |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | /s/ Brad  Sonnenberg                  |   |
|   |                                  |
|   |                                  |
|   | ADELPHIA  COMMUNICATIONS  CORPORATION |
|   |                                  |
|   |                                  |
|   | /s/ Jerry Rybin                       |   |
|   | By: Jerry Rybin                       |
|   | Title: VP –  Human Resources     |

 

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