0000912057-02-011719 Sample Contracts

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • March 27th, 2002 • On Command Corp • Cable & other pay television services • Colorado

THIS SEPARATION AND RELEASE AGREEMENT dated as of April 25, 2001 ("this Agreement"), is entered into between Jerome H. Kern ("Executive") and On Command Corporation (the "Company").

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ON COMMAND CORPORATION AMENDMENT NO. 2
Credit Agreement • March 27th, 2002 • On Command Corp • Cable & other pay television services • New York

AMENDMENT NO. 2 (this "Amendment"), dated as of November 14, 2001, to the Credit Agreement, dated as of July 18, 2000, by and among ON COMMAND CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party thereto, TORONTO DOMINION (TEXAS), INC. and FLEET NATIONAL BANK, as the Documentation Agents, BANK OF AMERICA, N.A., as the Syndication Agent, THE BANK OF NEW YORK COMPANY, INC., as the Swingline Lender, and THE BANK OF NEW YORK, as the Issuing Bank and as the Administrative Agent for the Lenders thereunder, as amended by Amendment No. 1, dated as of March 27, 2001 (the "Credit Agreement").

PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • March 27th, 2002 • On Command Corp • Cable & other pay television services • Delaware

This Preferred Stock Purchase Agreement (this "Agreement") is made and entered into on March 5, 2001 by and among On Command Corporation, a Delaware corporation (the "Company"), and Ascent Entertainment Group, Inc., a Delaware corporation ("Buyer").

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