0001104659-06-002047 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • January 13th, 2006 • Adelphia Communications Corp • Cable & other pay television services • New York

ESCROW AGREEMENT, dated as of [ ], 2006 (this “Agreement”), by and among Comcast Corporation, a Pennsylvania corporation (“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”).

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PLAN ADMINISTRATOR AGREEMENT
Plan Administrator Agreement • January 13th, 2006 • Adelphia Communications Corp • Cable & other pay television services • New York

THIS PLAN ADMINISTRATOR AGREEMENT is made this ______ day of ______________________, 2006, by and between [______________________] (the “Initial Administrator”) and Adelphia Communications Corporation acting on behalf of [_________________________________] (the “Distribution Company”) and each of the Reorganized Debtors (as such term is defined in the Fourth Amended Joint Plan of Reorganization, dated as of November 21, 2005 (as the same may be modified or amended from time to time, the “Plan”)). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

CONTINGENT VALUE VEHICLE AGREEMENT by and among Adelphia Communications Corporation and all of its affiliated Debtors-in-Possession acting on behalf of the CVV HOLDERS and [____________], as Trustee
Contingent Value Vehicle Agreement • January 13th, 2006 • Adelphia Communications Corp • Cable & other pay television services • New York

This Contingent Value Vehicle Agreement, dated as of ______, 2006 (this “Agreement”), is made by and among Adelphia Communications Corporation (“Reorganized ACC”) and all of its affiliated Debtors-in-Possession, acting on behalf of the CVV Holders (as defined below) and [_____________], as trustee (in such capacity, the “Initial Trustee”).

PUERTO RICO LIQUIDATING TRUST AGREEMENT by and among ARAHOVA COMMUNICATIONS, INC. acting on behalf of the PUERTO RICO TRUST INTEREST HOLDERS and [________________________________], as Trustee Dated as of _________ __, 2006
Puerto Rico Liquidating Trust Agreement • January 13th, 2006 • Adelphia Communications Corp • Cable & other pay television services • New York

This Puerto Rico Liquidating Trust Agreement, dated as of ________ ___, 2006 (this “Agreement”), is made by and among Arahova Communications, Inc. (“Reorganized Arahova”) acting on behalf of the Puerto Rico Trust Interest Holders (as defined below) and [________________], as trustee (in such capacity, the “Initial Trustee”).

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