ANDIndenture • June 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
EXECUTION FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 25th, 2000 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
1 Exhibit 2.14(a)(2) FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement (this "AMENDMENT") is made and entered into as of this 30th day of June, 2001, between Marcus Cable of Alabama, L.L.C. ("MCAL"), on the...Asset Purchase Agreement • July 13th, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services • Delaware
PURCHASE AND SALE AGREEMENT By and Among THE SELLERS LISTED ON THE SIGNATURE PAGES HERETO, INTERLINK COMMUNICATIONS PARTNERS, LLLP andPurchase and Sale Agreement • June 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
RECITALSMerger Agreement • June 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • Delaware
1 EXHIBIT 10.17 SECOND AMENDED AND RESTATED CREDIT AGREEMENT CC VIII OPERATING, LLC,Credit Agreement • April 2nd, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
2- 3 2. EMPLOYMENT, DUTIES AND AUTHORITY. The Employer hereby agrees to employ the Employee, and the Employee agrees to be employed, as an officer, with the title Vice Chairman of the Employer. The Employee shall report directly to the President and...Employment Agreement • August 10th, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
ARTICLE 1Indenture • February 2nd, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
1 EXHIBIT 10.2(e) MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of the 12th day of November, 1999, by and between Falcon Cable Communications, LLC, a Delaware limited liability company (the "Company"), and Charter...Management Agreement • April 18th, 2000 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
CONSULTING AGREEMENTConsulting Agreement • February 2nd, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services • Delaware
June 30, 1999 R&A Management LLC 360 South Monroe Street, Suite 600 Denver, Colorado 80209 Attention: Kevin B. Allen Re: Purchase and Sale Agreement dated April 26, 1999 among Rifkin Acquisition Partners, L.L.L.P., Charter Communications, Inc. and the...Purchase and Sale Agreement • July 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services
RECITALSReorganization Agreement • July 13th, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services • Delaware
1 Exhibit 4.2(a)(2) CHARTER COMMUNICATIONS HOLDINGS, LLC CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION $900,000,000 10.750% SENIOR NOTES DUE 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT January 10, 2001 Morgan Stanley & Co. Incorporated...Exchange and Registration Rights Agreement • February 8th, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
RECITALSAssumption Agreement • August 27th, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
2- 3 2. EMPLOYMENT, DUTIES AND AUTHORITY. The Employer hereby agrees to employ the Employee, and the Employee agrees to be employed, as an officer of the Employer and the Employee desires to render services to the Employer subject to the terms and...Employment Agreement • August 10th, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
RECITALS:Indemnification Agreement • July 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
andIndenture • January 25th, 2000 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
1 2 "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable to such...Indenture • February 2nd, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
RECITALSConsulting Agreement • July 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • Delaware
AmongAsset Purchase Agreement • July 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
ASSIGNMENT Pursuant to Sections 12, 9 and 8, respectively, of those certain employment agreements of even date herewith between the undersigned and Jerry Kent, Barry Babcock and Howard Wood, respectively, the undersigned hereby assigns all of my...Assignment • August 27th, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services
ANDPurchase Agreement • July 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
Name Exhibit ---- ------- Amended LLC Agreement A Excluded Assets B Indemnity Agreement C Release of Debt Obligations D Put Agreement E Sellers' Addresses FPurchase Agreement • July 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • Delaware
andIndenture • January 25th, 2000 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
EXHIBIT 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made as of the 28th day of August, 1998 by and between Jerald L. Kent, an individual residing in the State of Missouri (the "EXECUTIVE"), and Paul G. Allen, an individual residing in the...Employment Agreement • August 10th, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
1 EXHIBIT 10.2(d) MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of the 12th day of November, 1999, by and between CC VI Operating Company, LLC, a Delaware limited liability company (the "Company"), and Charter...Management Agreement • April 18th, 2000 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
RECITALS:Contribution and Sale Agreement • January 18th, 2000 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
OFLimited Liability Company Agreement • June 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • Delaware
1 - 2 Dollars ($500,000,000) (the 'FIRST ISSUANCE ACQUIRED MEMBERSHIP INTEREST'), (b) at the Second Closing (as defined below), a number of Units equal to the Second Closing Cash Amount (as defined below) divided by $20.73 (the 'SECOND ISSUANCE...Membership Interests Purchase Agreement • August 27th, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services
1 Exhibit 2.6(b) STOCK PURCHASE AGREEMENT dated as of April 20, 1999Stock Purchase Agreement • June 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • Delaware
RECITALSMutual Services Agreement • February 2nd, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
PURCHASE AND SALE AGREEMENT by and among THE SELLERS LISTED ON THE SIGNATURE PAGES HERETO, RIFKIN ACQUISITION PARTNERS, L.L.L.P. andPurchase and Sale Agreement • July 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
ASSIGNMENT OF ASSET PURCHASE AGREEMENTAssignment of Asset Purchase Agreement • July 22nd, 1999 • Charter Communications Holdings Capital Corp • Cable & other pay television services
June 30, 2001 Marcus Cable of Alabama, L.L.C. 12444 Powerscourt Drive St. Louis, Missouri 63131 Re: Reorganization Agreement, dated as of February 26, 2001 (the "ALABAMA REORGANIZATION AGREEMENT"), among TCI TKR of Alabama, Inc. and TCI Southeast,...Reorganization Agreement • July 13th, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services
2 3 8. Section 7.5(e). The second parenthetical contained in Section 7.5(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:Credit Agreement • January 25th, 2000 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
