Exhibit 10.4


 


EXECUTION COPY


 


ESCROW AGREEMENT


 


ESCROW AGREEMENT,
dated as of July 31, 2006 (this “Agreement”), by and among Time
Warner 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, as
escrow agent (the “Escrow Agent”).


 


W I T N E S S E T H:


 


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


 


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


 


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


 


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


 

















 


ARTICLE I



DEFINITIONS


 


Section 1.1               Certain
Definitions.  As used in this
Agreement, the following terms have the meanings set forth below:


 


(a)           “Affiliate”
means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, such Person as of the
date on which, or at any time during the period for which, the determination of
affiliation is being made.  For purposes
of this definition, the term “control” (including the correlative meanings of
the terms “controlled by” and “under common control with”), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management policies of such
Person, whether through the ownership of voting securities or by contract or
otherwise.  For purposes of this
Agreement, (i) none of Seller or any of its Affiliates shall be deemed to
be an Affiliate of any of Buyer, Parent or any of their respective Affiliates
and (ii) none of Buyer, Parent, or any of their Affiliates shall be deemed
to 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 in
New York City are authorized or obligated by Law or executive order to
close.


 


(f)            “Buyer” has
the 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 of
Instruction” 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” has
the 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)          “Contributing
Party” 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 Claim
Notice” 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 the
Escrow Payment is payable in cash (other than any cash Interim Dividends) and
is (A) made pursuant to Section 2.6(f) of the Purchase
Agreement, as provided in the Escrow Claim Notice, or Section 4.2(a)(i)(A) of
this Agreement, interest on the cash portion of such Escrow Payment from the
date of the Closing or, in the case of Section 4.2(a)(ii)(B), from the
date of deposit, to the date of payment at the Agreed Rate calculated on an actual over 365-day
basis, or (B) for indemnification under Section 7.2 of the Purchase
Agreement, as provided in the Escrow Claim Notice, interest on the cash portion
of such Escrow Payment at the Agreed Rate calculated on an actual over 365-day
basis from the date of the Escrow Claim Notice with respect thereto until the
date such Escrow Payment is made, and (ii) to the extent that the Escrow
Payment is payable in shares of Parent Class A Common Stock, Interim
Dividends made in respect of such shares.


 


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


 


(s)           “Escrow Payment”
means, as to any amount payable from the Escrow Account pursuant to the
Purchase Agreement and this Agreement, an aggregate amount payable, first, in
cash (other than cash Interim Dividends), and, to the extent no cash (other
than 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)           “Exchange
Agreement” 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 agreement
may be amended from time to time.


 


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


 


(x)            “Group 1 Cap
Amount” means $296,700,000, as adjusted pursuant to Section 2.6(f) of
the Purchase Agreement, as such adjustment is jointly certified by Buyer and
Seller pursuant to Section 2.3 hereof.


 


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


 


(z)            “Group 2 Cap
Amount” means $267,900,000, as adjusted pursuant to Section 2.6(f) of
the Purchase Agreement, as such adjustment is jointly certified by Buyer and
Seller pursuant to Section 2.3 hereof.


 


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


 


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


 


(cc)         “Indemnifying
Party” 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 and
other distributions made in respect of such shares following the Closing, plus
(to the extent of any dividends or other distributions paid in cash) interest
from the respective dates on which such dividends were paid to the date of the
Escrow Payment at the Agreed Rate calculated on an actual over 365-day basis.


 


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


 


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


 


(gg)         “Objection
Certificate” 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” has
the meaning set forth in the recitals hereto.


 


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


 


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


 


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


 


(mm)       “Person” means
an individual, a corporation, a partnership, an association, a limited liability
company, a Government Entity, a trust, a labor union or other entity or
organization.


 


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


 


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


 


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


 


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


 


ARTICLE II



ESTABLISHMENT OF ESCROW


 


Section 2.1               Escrow
Fund.  Buyer and Seller hereby
constitute and appoint the Escrow Agent as, and the Escrow Agent hereby agrees
to assume and perform the duties of, escrow agent under and pursuant to this
Agreement.  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 any
event within two Business Days) provide Buyer and Seller with written notice
upon its respective receipt of each of the Escrowed Funds and Escrowed
Shares.  Any notice pursuant to this Section 2.2
shall specify the applicable dollar amount and number of shares, as the case
may be.


 


Section 2.3               Cap
Amounts.  Buyer and Seller shall
promptly (and in any event within two Business Days) following any purchase
price adjustment pursuant to Section 2.6(f) of the Purchase Agreement
provide to the Escrow Agent a joint certification as to any adjustment to any
Cap Amount, required under the Purchase Agreement.


 


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ARTICLE III



MANAGEMENT OF ESCROW FUND


 


Section 3.1               Escrow
Fund.  The Escrow Agent shall
maintain the Escrow Fund in a separate account, segregated from all other
monies 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 otherwise
jointly instructed in writing by Buyer and Seller, the Escrow Agent shall
deposit the Escrowed Funds in deposit accounts with banks organized under the
laws of the United States, any state thereof or the District of Columbia in accounts that earn the bank deposit
rate equal to the effective daily federal funds rate, less any reserves and
fees not to exceed 0.1%, until disbursement of the entire Escrow Fund.  The Escrow Agent is authorized to liquidate
in accordance with its customary procedures any portion of the Escrowed Funds
consisting of investments to provide for payments required to be made under
this Agreement.  Any interest or other
income earned on the investment and reinvestment of the Escrowed Funds shall be
added to and become part of the Escrowed Funds.


 


(b)           The Escrow Agent
shall have no obligation to invest or reinvest newly deposited Escrowed Funds
on any particular day if such newly deposited Escrowed Funds are deposited with
the Escrow Agent after 5 p.m.(local time in New York City) on such day of
deposit; it  being  understood  that the Escrow Agent
shall invest or reinvest such newly deposited Escrowed Funds on the following
Business Day.  Instructions received
after 5:00 p.m. (local time in New York City) will be treated as if received
on the following Business Day.  The
Escrow Agent shall have no responsibility for any investment losses resulting
from the investment, reinvestment or liquidation of the Escrowed Funds in
accordance with this Agreement.  Any
interest or other income received on such investment and reinvestment of the
Escrowed Funds shall become part of the Escrowed Funds and any losses incurred
on such investment and reinvestment of the Escrowed Funds shall be debited
against the Escrowed Funds.  In no event
shall the Escrow Agent be deemed an investment manager or adviser in respect of
any selection of investments hereunder. 
It is understood and agreed that, to the extent disclosed in a
prospectus delivered to Buyer and Seller prior to Buyer’s and Seller’s
determination to make the applicable investment, the Escrow Agent or its
Affiliates are permitted to receive customary additional compensation that
could be deemed to be in the Escrow Agent’s economic self-interest for (i) serving
as investment adviser, administrator, shareholder servicing agent, custodian or
sub-custodian with respect to certain of the investments, (ii) using
Affiliates to effect transactions in certain investments and (iii) effecting
transactions in investments.


 


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Section 3.3               Voting
of Escrowed Shares.  With respect to
any matter on which the holders of Parent Class A Common Stock have voting
rights, the Escrowed Shares shall be voted in the same proportion with respect
to any item submitted to a vote of shareholders as are the votes cast by all
holders of Parent Class A Common Stock with respect to such matter (other
than any Parent Class A Common Stock held by Time Warner Inc. or its
controlled Affiliates or by the Escrow Account), as such ratio is certified to
the Escrow Agent by Buyer.


 


ARTICLE IV



CLAIMS AND RELEASE OF ESCROWED FUNDS


 


Section 4.1               Claims.


 


(a)           If Buyer wishes to
make a claim against the Escrow Fund pursuant to its rights under the Purchase
Agreement (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) of
the Purchase Agreement or an indemnification claim under Section 7.2 of
the Purchase Agreement and (ii) whether such Claim is in respect of the
Group 1 Business or the Group 2 Business) and the amount of such purchase price
adjustment or, if such indemnification claim is pursuant to Section 7.2 of
the Purchase Agreement, the estimated maximum dollar amount that Buyer in good
faith reasonably believes it (or another Person, as applicable) is or may be
entitled to in respect of such Claim under the Purchase Agreement (as adjusted
in accordance with this Section 4.1(a), a “Claim Amount”); provided,
however, that Buyer shall promptly (and in any event no later than the
fifth Business Day following the date that Buyer reasonably determines that a
different Claim Amount is warranted), upon written notice to Seller and the
Escrow Agent, adjust the Claim Amount in good faith if at any time it
reasonably believes a different Claim Amount is warranted; provided, further,
that the failure by Buyer to adjust an Escrow Claim Notice as required by the
immediately preceding proviso shall not affect the rights of Seller hereunder
except to the extent that such failure has a prejudicial effect on the rights
available to Seller hereunder.


 


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


 


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


 


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Fund to the extent set forth in such Joint
Certification, then the Escrow Agent shall pay to Buyer as soon as practicable
thereafter (and in any event no later than the twelfth Business Day following
delivery of the Certificate of Instruction to the Escrow Agent and to Seller)
the sum of (A) the Claim Amount set forth in the Certificate of
Instruction or the amount set forth in the Joint Certification, as applicable,
plus (B) the Escrow Earnings on such Claim Amount or the amount set forth
in the Joint Certification, as applicable, in each case in the form of an
Escrow Payment, collectively up to an amount equal to the then remaining Escrow
Fund but in no event with respect to a payment (excluding the portions thereof
in respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase
Agreement, in excess of the applicable Cap Amount (when taken together with all
previous payments (excluding the portions thereof in respect of Escrow
Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase
Agreement in respect of the Group 1 Business or the Group 2 Business, as
applicable).


 


(d)           If Seller does send
an Objection Certificate to the Escrow Agent and to Buyer within ten Business
Days following Buyer’s delivery of the relevant Certificate of Instruction to
the Escrow Agent and to Seller, the Escrow Agent shall (i) pay to Buyer as
soon as practicable thereafter (and in any event no later than the twelfth
Business Day following delivery of the Certificate of Instruction to the Escrow
Agent and to Seller) the portion of the Claim Amount as to which Seller has not
objected, if any, as evidenced by the Objection Certificate, plus the Escrow
Earnings thereon, in the form of an Escrow Payment, collectively up to an
amount equal to the then remaining Escrow Fund but in no event, with respect to
a payment (excluding the portions thereof in respect of Escrow Earnings)
pursuant to Section 7.2 of the Purchase Agreement, in excess of the
applicable Cap Amount (when taken together with all previous payments
(excluding the portions thereof in respect of Escrow Earnings) from the Escrow
Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the
Group 1 Business or the Group 2 Business, as applicable) and (ii) make a
payment in respect of the portion of such Claim Amount objected to by Seller in
the Objection Certificate as soon as practicable (and in any event no later
than two Business Days) following receipt of (A) a final judgment or order
of a court of competent jurisdiction in the United States (the time for appeal
having expired and no appeal having been perfected) in favor of Buyer,
accompanied by a certificate of Buyer in substantially the form of Annex IV
attached hereto (an “Order Certificate”), (B) a final and
non-appealable determination of an arbitration or like panel with respect to
disputes that Buyer and Seller have mutually agreed to submit thereto,
including, without limitation, a determination of the CPA Firm (as defined in
the Purchase Agreement) pursuant to Section 2.6(f) of the Purchase
Agreement, accompanied by an Order Certificate or (C) a Joint
Certification that the Claim Amount (or any portion thereof) should be paid out
of the Escrow Fund to the extent set forth in such Joint Certification.  If the Escrow Agent makes a payment pursuant
to clause (ii) of the preceding sentence, then the Escrow Agent shall pay
to Buyer as soon as practicable thereafter (A) the amount set forth in
such Order Certificate or Joint Certification, as applicable, plus (B) the
Escrow Earnings on such amount, as applicable, in each case in the form of an
Escrow Payment, collectively up to an amount equal to the then remaining Escrow
Fund (but in no event, with respect to a payment (excluding the portions
thereof 


 


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


 


(e)           Prior to the
Indemnification Deadline, Buyer may, to the extent such action is taken in good
faith, subdivide any Claim into one or more Claims.  Following the Indemnification Deadline, Buyer
may, to the extent such action is taken in good faith, subdivide any Claim into
one or more Claims so long as the total dollars claimed thereunder does not
exceed the aggregate dollar value of such Claim as of the Indemnification
Deadline.  The provisions of Section 4.1 hereof shall apply to
any such subdivided Claim as if such subdivided claim were an independent
Claim, otherwise governed by the applicable terms of any Certificate of
Instruction, Objection Notice, Joint Certification or Order Certificate
delivered in respect of the original Claim (for the avoidance of doubt, no new
Certificate of Instruction or Objection Notice will be required in respect of
such subdivided claim).


 


Section 4.2               Release
of Escrow Fund to Seller.


 


(a)           On January 31,
2007 (the “Partial Release Date”), the Escrow Agent shall release to
Seller from the Escrow Fund in the form of an Escrow Payment an amount equal to
the excess of (i) (A) the sum of $183,146,746.80 plus 33% of any amounts deposited
following the date hereof pursuant to Section 2.6(f) of the Purchase
Agreement plus (B) Escrow
Earnings in respect of such sum (calculated as of the Partial Release Date)
over (ii) the sum of (A) all amounts previously paid hereunder out of
the Escrow Fund, plus (B) the
sum of (x) the aggregate of all Claim Amounts with respect to the Escrow Fund
outstanding immediately prior to the Partial Release Date plus (y) an amount equal to the Escrow
Earnings 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 to
Seller the excess, if any, of the Escrow Fund over the aggregate of all Claim
Amounts (and Escrow Earnings thereon calculated as of the Indemnification
Deadline) with respect to the Escrow Fund then outstanding (disregarding any
such Claim Amounts (and Escrow Earnings thereon) pursuant to Section 7.2
of the Purchase Agreement, to the extent such Claim Amounts, together with all
previous payments from the Escrow Fund (excluding the portions thereof in
respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase
Agreement in respect of the Group 1 Business or the Group 2 Business, as
applicable, exceed the applicable Cap Amount). 
Any portions of the Escrow Fund subject to an unresolved outstanding
Certificate of Instruction as of the Indemnification Deadline, subject to the
applicable Cap Amount, shall continue to be held in escrow by the Escrow Agent
in accordance with this Agreement, and shall be released (i) to Buyer
pursuant to Section 4.1(c) or 4.1(d) hereof, as applicable, or (ii) to
Seller as soon as practicable (but in no event later than five Business Days)
following (A) 


 


9

















 


the reduction in the Claim Amount as a result
of a downward adjustment thereof by Buyer pursuant to Section 4.1(a) hereof
in respect of any unresolved outstanding Certificate of Instruction, to the
extent of such reduction, or (B) the full resolution of any Claim set
forth in any Certificate of Instruction that remained unresolved and
outstanding as of the Indemnification Deadline to the extent the amount to be
released 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 Claim
Amount; provided, however, that no amount shall be released to
Seller pursuant to this clause (ii) to the extent that the sum of the
Claim Amounts and the Escrow Earnings thereon in respect of the remaining
unresolved outstanding Certificates of Instruction would exceed the amount
remaining in the Escrow Fund following such release, disregarding for purposes
of such sum any Claim Amounts pursuant to Section 7.2 of the Purchase
Agreement to the extent that such Claim Amounts, together with all previous
payments (excluding the portions thereof in respect of Escrow Earnings) from
the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in
respect of the Group 1 Business or the Group 2 Business, as applicable, exceed
the applicable Cap Amount.


 


Section 4.3               Payments.  All amounts payable from the Escrow Account
hereunder shall be paid in the form of an Escrow Payment.  To the extent any Escrow Payment hereunder
consists 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 Share
Value of the Purchase Shares.  All cash
payments made by any party hereunder shall be made by wire transfer in
immediately available funds to an account identified to the transferor by the
transferee in writing not later than two Business Days prior to the scheduled
date of the relevant release.  All
payments of stock or other securities to be made by any party hereunder shall
be made by (a) physical delivery of stock certificates representing such
stock or other securities, duly endorsed for transfer or accompanied by
executed stock transfer powers or other appropriate instruments of assignment
and transfer or (b) confirmation of a book-entry transfer of such shares
or 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, any
change in the Escrowed Shares shall occur (for the avoidance of doubt, other
than the declaration or payment of any non-cash Interim Dividend), including by
reason of any reclassification, recapitalization, stock split or combination,
exchange or readjustment of shares, the Escrowed Shares, the Per Share Value of
the Purchase Shares and any other applicable term of this Agreement shall be
appropriately adjusted effective as of the effective date of the relevant
change with respect to the Escrowed Shares.


 


Section 4.5               Statement.  The Escrow Agent shall provide Buyer and
Seller monthly statements identifying transactions, transfers and holdings of
the Escrow Fund.  In the event that Buyer
or Seller notifies the other of any mistake in an Escrow Payment or Escrow Earnings
thereon, the party receiving such notice shall in good faith determine whether
such 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 that
it agrees in whole or in part with the mistake asserted in such notice, Buyer
and Seller shall promptly but in no event later than ten Business Days
following the date of the Escrow Payment jointly notify the Escrow Agent of
such agreed-upon error and, as applicable, Buyer or Seller shall return to the
Escrow Agent any wrongful distribution made to such party, and the Escrow Agent
shall promptly make any necessary additional distribution to correct the error.


 


ARTICLE V



DUTIES OF ESCROW AGENT


 


Section 5.1               Degree
of Care.  The Escrow Agent shall not
be under any duty to give the Escrow Fund any greater degree of care than it
gives its own similar property.


 


Section 5.2               No
Liability.  The Escrow Agent shall
not 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 Agent
shall have acted with (or the Escrow Agent’s omission to act is with) bad
faith, gross negligence or willful misconduct.


 


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


 


Section 5.4               No
Interest.  The Escrow Agent does not
have any interest in the Escrow Account other than as Escrow Agent.  Any payments of income from the Escrow Fund
shall be subject to withholding regulations then in force with respect to
taxes.  Buyer and Seller will provide the
Escrow Agent with a duly completed Internal Revenue Service form for tax
identification number certification.


 


Section 5.5               No
Representations.  The Escrow Agent
makes no representation as to the validity, value, genuineness or
collectability of any security held by or delivered to it.


 


Section 5.6               No
Advice.  The Escrow Agent shall not
be called upon to advise any party as to the wisdom of selling or retaining any
securities or other property deposited hereunder or taking or refraining from
any action with respect to the Escrow Account.


 


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Section 5.7               Resignation.  The Escrow Agent may resign and be discharged
from its duties or obligations hereunder by giving thirty days’ prior written
notice of such resignation to Buyer and Seller specifying a date under which
such resignation shall take effect; provided, however, that no
such resignation shall be effective until a successor escrow agent shall have
been appointed and the Escrow Agent shall have delivered to such successor
escrow agent the Escrow Fund, all relevant books and records (including any
Escrow Claim Notice) relating thereto and any instruments in which the Escrow
Fund has been invested in accordance with this Agreement.  In the event of the Escrow Agent’s
resignation, Buyer and Seller shall jointly designate a new escrow agent.  Notwithstanding anything to the contrary in
this Section 5.7, if Buyer and Seller are unable to agree upon a successor
escrow agent within thirty days after receipt of a resignation notice signed by
the Escrow Agent, the Escrow Agent may, in its sole discretion, apply to a
court of competent jurisdiction for the appointment of a successor escrow agent
or for other appropriate relief.  Any
such successor to the Escrow Agent shall agree to be bound by the terms of this
Agreement and shall, upon receipt of the Escrow Fund, all relevant books and
records (including any Escrow Claim Notice) relating thereto and any
instruments in which the Escrow Fund has been invested in accordance with this
Agreement, become the Escrow Agent hereunder.


 


Section 5.8               Compensation.  Seller and Buyer shall share equally all
costs relating to the compensation (as payment in full) of the Escrow Agent for
its services hereunder, payable annually in advance in accordance with the fee schedule attached
hereto as Exhibit A.  Seller
and Buyer agree, severally and not jointly (on an equal basis), to reimburse
the Escrow Agent for all reasonable expenses, disbursements and advances
incurred or made by Escrow Agent in performance of its duties hereunder
(including reasonable fees, expenses and disbursements of its counsel, which
fees and expenses shall not exceed $5,000 or, in the case of legal fees
incurred in connection with litigation not arising due to the negligence or
willful 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 States
central securities depository it reasonably deems appropriate, including,
without limitation, the Depositary Trust Company and the Federal Reserve Book
Entry System.


 


Section 5.10             Indemnification.  Buyer and Seller, severally and not jointly,
shall indemnify and hold harmless the Escrow Agent from and against any
expenses (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 claim
or demand, which in any way, directly or indirectly, arises out of this Escrow
Agreement, 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 “Contributing
Party”) agrees to contribute to the other party (the “Indemnifying Party”)
any amounts such other party pays the Escrow Agent in connection with the
indemnification obligations contained in this Section 5.10 


 


12

















 


in proportion to the Contributing Party’s
contribution to the overall fault for such indemnification obligation as
compared to the Indemnifying Party’s contribution to the overall fault for such
indemnification obligation, as agreed between Buyer and Seller or, in the
absence of agreement, as finally determined by a court of competent
jurisdiction; it  being  understood  that to the extent
neither Buyer nor Seller is at fault for such indemnification obligation, the
Contributing Party shall contribute to the Indemnifying Party an amount equal
to 50% of such indemnification obligation.


 


ARTICLE VI



TAX TREATMENT


 


Section 6.1               Taxes.  Except to the extent otherwise required by
Law, Seller shall include in its income, for tax purposes, all income, gains
and losses realized with respect to the Escrow Fund and timely pay all taxes
due with respect thereto.  As soon as
practicable after December 31 of each calendar year, the Escrow Agent
shall report to Seller the amount of all income, gains and losses realized
during such calendar year with respect to the Escrow Fund (and shall provide a
copy 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 an
authorized Person and shall be deemed to have been duly given and made if
served by personal delivery upon the party for whom it is intended or delivered
by registered or certified mail, return receipt requested, or if sent by
telecopier or email, provided that the telecopy or email is promptly confirmed
by telephone confirmation thereof, to the Person at the address set forth
below, or such other address as may be designated in writing hereafter, in the
same 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 copy
to:


 


	
  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

  
			



 


13

















 


	
  -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

  
			



 


14

















 


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 copy
to:


 


	
  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 this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by the Escrow Agent, Buyer
and Seller, or in the case of a waiver, by the party against whom the waiver is
to be effective.  No failure or delay by
any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by Law.


 


Section 7.3               No
Assignment or Benefit to Third Parties. 
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their 


 


15

















 


respective successors, legal representatives
and permitted assigns.  No party to this
Agreement may assign any of its rights or transfer or delegate any of its
obligations under this Agreement, by operation of Law or otherwise, without the
prior 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 on
behalf of Seller’s estate that are designated by Seller and reasonably
acceptable (including in terms of the number of entities and the form and
identity of each such entity) to Buyer (each a “Permitted Assignee”);
provided that (i) each such Permitted Assignee shall agree in writing to
be bound by the obligations and liabilities of the Seller set forth in this
Agreement and (ii) such assignment by Seller under this Section 7.3
shall relieve Seller of any of its obligations or liabilities under this
Agreement if, but only if, Seller provides Buyer with an indemnification
agreement (in form and substance reasonably acceptable to Buyer, it being
understood that the amount or nature of the remaining assets or liabilities of
Seller shall not be a factor in such determination) indemnifying Buyer for any
breach of the obligations and liabilities of the Permitted Assignee, in which
case such assignee or transferee shall be substituted for Seller for all
purposes of this Agreement, (b) with respect to Buyer, (i) to Comcast
Corporation or its Affiliates under the Exchange Agreement (subject to further
assignment by Comcast Corporation to its Affiliates) or (ii) to any
Affiliate of Buyer; provided, that no such assignment pursuant to clause
(b)(ii) or, with respect to an assignment by Comcast Corporation to its
Affiliates or by Buyer to any Affiliate of Comcast Corporation, clause (b)(i) of
this sentence shall relieve the assignor of its obligations hereunder; provided,
further, that in the case of any such assignment pursuant to clause (b) other
than to Comcast Corporation, the assignee shall appoint either Buyer or Comcast
Corporation as its agent under the Escrow Agreement and such agent shall be the
only party entitled to take action on behalf of such assignee pursuant to this
Agreement.  In connection with any
assignment, transfer or delegation by Buyer to Comcast Corporation or any
Affiliate of Comcast Corporation as permitted above, Buyer shall be relieved of
any liability or obligation so assigned, transferred or delegated to the extent
Seller has the right to enforce in full against Comcast Corporation any such
liability or obligation.  Any assignment
or transfer permitted hereunder shall be evidenced in writing signed by the
assignor and assignee, a copy of which shall be delivered to the other parties
hereto.    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 representatives
and permitted assigns, any rights or remedies under or by reason of this
Agreement.


 


Section 7.4               Entire
Agreement.  This Agreement contains
the entire agreement among the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral or
written, with respect to such matters among the parties hereto; it  being
understood that nothing herein is intended to conflict with the Purchase
Agreement.


 


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


 


16

















 


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


 


Section 7.6               GOVERNING
LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM; WAIVER OF TRIAL BY JURY.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.  Each
party hereto agrees that it shall bring any action or proceeding in respect of
any claim arising out of or related to this Agreement exclusively in (i) the
United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy
Court”) so long as the jointly administered case of Seller and certain
Affiliates as debtor and debtors in possession pending under Chapter 11 of the
United States Bankruptcy Code in the Bankruptcy Court (the “Reorganization
Case”) remains open and (ii) after the completion of the
Reorganization Case or in the event that the Bankruptcy Court determines that
it does not have jurisdiction, the United States District Court for the
Southern District of New York or any New York State court sitting in New York
City (together with the Bankruptcy Court, the “Chosen Courts”), and
solely in connection with claims arising under this Agreement (i) irrevocably
submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives
any objection to laying venue in any such action or proceeding in the Chosen
Courts, (iii) waives any objection that the Chosen Courts are an
inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees
that service of process upon such party in any such action or proceeding shall
be effective if notice is given in accordance with Section 7.1 of this
Agreement.  Seller hereby irrevocably
designates The Corporation Trust Company as its agent and attorney-in-fact for
the acceptance of service of process and making an appearance on its behalf in
any such claim or proceeding and for the taking of all such acts as may be
necessary or appropriate in order to confer jurisdiction over it before the
Chosen Courts and Seller stipulates that such consent and appointment is
irrevocable and coupled with an interest. 
Each party hereto irrevocably waives any and all right to trial by jury
in any legal proceeding arising out of or relating to this Agreement.


 


Section 7.7               Counterparts.  This Agreement may be executed in one or more
counterparts, 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 Agreement
are provided for convenience purposes only, and shall not be deemed to limit or
affect any of the provisions hereof.


 


Section 7.9               Severability.  The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the
application thereof to any Person or any circumstance, is invalid or unenforceable,
(a) a suitable and equitable provision shall be substituted therefor in
order to carry out, so far as may be valid and enforceable, the intent and
purpose of such 


 


17

















 


invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other
Persons or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability affect the
validity or enforceability of such provision, or the application thereof, in
any other jurisdiction.


 


Section 7.10             Termination.  This Agreement shall terminate upon the
release of all funds from the Escrow Fund in accordance with this Agreement and
the Purchase Agreement.  The provisions
of the second sentence of Section 4.5 hereof (and, for purposes of such
sentence, the remainder of Article IV hereof to the extent related
thereto), Article V hereof and this Article VII shall survive the
termination of this Agreement or, as to the Escrow Agent, the earlier
resignation or removal of the Escrow Agent. 
Nothing in this Section 7.10 shall relieve any party from liability
for any breach of this Agreement prior to the termination of this Agreement.


 


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


 


Section 7.12             No
Set-Off.  The Escrow Fund is intended
for the purposes set forth herein and in the Purchase Agreement.  No party hereto or any of its assignees or
their respective Affiliates shall have any right of set off with respect to any
portion of the Escrow Fund with respect to any claims other than those claims
against the Escrow Fund permitted by the Purchase Agreement.


 


18

















 


IN WITNESS
WHEREOF, the parties have executed and delivered this Agreement as of the date
first 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

  	
   

  
						



 


Acknowledged
and Agreed:


 


COMCAST
CORPORATION


 


	
  By:

  	
  /s/ Robert
  S. Pick

  	
   

  
	
   

  	
  Name: Robert
  S. Pick

  	
   

  
	
   

  	
  Title:
  Senior Vice President

  	
   

  



 


19

















 


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) of
the Escrow Agreement, dated as of July 31, 2006, as amended from time to
time in accordance with its terms (the “Escrow Agreement”), by and among
Buyer, Adelphia Communications Corporation and Deutsche Bank Trust Company
Americas, as escrow agent (terms defined in the Escrow Agreement have the same
meanings when used herein), hereby certifies that [[               ]
is entitled to indemnification pursuant to Section  [7.2(a)] of the
Purchase 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 Claim
Amount.


 


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


 


Dated:                  ,
200  .


 


 


	
   

  	
  [TIME WARNER NY CABLE LLC](1)

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


cc:           Adelphia
Communications

Corporation


 






(1)       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.


 


20

















 


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


 


(a)           disputes that [a
portion of] the Claim Amount (and Escrow Earnings thereon) referred to in the
Certificate 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 the
undersigned 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 you
making payment to Buyer from the Escrow Account as requested in such
Certificate of Instruction [in full] [in part, to the extent of $                
of the Claim Amount and any related Escrow Earnings]; [and]


 


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


 






(2)       If
applicable.


 


21

















 


Dated:                        ,
200  .


 


 


	
   

  	
  [ADELPHIA
  COMMUNICATIONS 

  CORPORATION](3)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


cc:           Time Warner NY Cable LLC


 






	
  (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.

  



 


 


22

















 


Annex III


 


JOINT CERTIFICATION


 


to


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Escrow Agent


 


The undersigned, Time Warner NY Cable LLC (“Buyer”) and Adelphia
Communications 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 with
its terms (the “Escrow Agreement”), by and among Buyer, Seller and
Deutsche Bank Trust Company Americas, as escrow agent (terms defined in the Escrow
Agreement have the same meanings when used herein), hereby jointly:


 


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


 


(b)           instruct you to
release 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:

  



 






	
  (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.

  



 


 


23

















 


Annex IV


 


ORDER CERTIFICATE


 


to


 


DEUTSCHE BANK TRUST
COMPANY 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 “Escrow
Agreement”), by and among Buyer, Adelphia Communications Corporation (“Seller”)
and Deutsche Bank Trust Company Americas, as escrow agent (terms defined in the
Escrow Agreement have the same meanings when used herein), hereby:


 


(a)            certifies that (i) attached
hereto is [a final judgment or order of a court of competent jurisdiction in
the United States] [a final and non-appealable determination of an arbitration
or like panel] resolving in [whole] [part] the dispute between Buyer and Seller
as 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 in
such Certificate of Instruction that is owed to Buyer, as provided in such
order, is $               ;
and


 


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


 


Dated:                    ,
200  .


 


	
   

  	
  [TIME WARNER NY CABLE LLC](6)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






	
  (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.

  



 


 


24

















 


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

  	
   

  	
   

  



 


25

















 


Exhibit A


 


[Fee Schedule]


 


26