0000950123-06-012682 Sample Contracts

Contract
Employment Agreement • October 18th, 2006 • Time Warner Cable Inc. • Connecticut

EMPLOYMENT AGREEMENT made as of August 31, 2005, effective as of August 1, 2005 (the “Effective Date”), between TIME WARNER ENTERTAINMENT COMPANY, L.P. (the “Company”), a subsidiary of Time Warner Cable Inc., a Delaware corporation, and LANDEL HOBBS (“You”).

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Employment Agreement • October 18th, 2006 • Time Warner Cable Inc. • New York

EMPLOYMENT AGREEMENT made and effective as of August 1, 2006 (the “Effective Date”), between TIME WARNER CABLE INC., a Delaware corporation (the “Company”), and GLENN BRITT (“You”).

TIME WARNER CABLE LETTERHEAD
Separation Agreement and Release • October 18th, 2006 • Time Warner Cable Inc. • Delaware

In accordance with the provisions of Section 1 of the Amended and Restated Employment and Termination Agreement (the “Agreement”) dated as of June 1, 2000, between you and Time Warner Cable (the “Company”), notice is hereby given to you of the Company’s determination to extend the term of the Agreement for an additional year.

Contract
Employment Agreement • October 18th, 2006 • Time Warner Cable Inc. • New York

EMPLOYMENT AGREEMENT made November 5, 2001, effective as of October 15, 2001 (the “Effective Date”), between TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership (the “Company”), and JOHN BILLOCK.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED FUNDING AGREEMENT
Funding Agreement • October 18th, 2006 • Time Warner Cable Inc. • New York

FIRST AMENDMENT, dated as of January 1, 2003 (this “Amendment”), to the THIRD AMENDED AND RESTATED FUNDING AGREEMENT, dated as of December 28, 2001 (the “Funding Agreement”), by and among by and among TEXAS CABLE PARTNERS, L.P., a Delaware limited partnership, TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE PARTNERSHIP, a New York general partnership, TWE-A/N TEXAS CABLE PARTNERS GENERAL PARTNER LLC, a Delaware limited liability company, TCI TEXAS CABLE HOLDINGS LLC, a Colorado limited liability company, TCI TEXAS CABLE, INC., a Colorado corporation, and THE CHASE MANHATTAN BANK, as administrative agent under the Credit Agreement, dated as of December 31, 1998, as amended, supplemented or otherwise modified from time to time, and solely for the purposes of being bound by Section 4 of this Amendment, AOL TIME WARNER INC., a Delaware corporation (“AOLTW”), and COMCAST CORPORATION, a Pennsylvania corporation (“Comcast”). Capitalized terms used and not defined herein shall have the meanings asc

AMENDMENT NO. 5 TO THE LIMITED PARTNERSHIP AGREEMENT OF TEXAS AND KANSAS CITY CABLE PARTNERS, L.P.
Time Warner Cable Inc. • October 18th, 2006 • Delaware

AMENDMENT No. 5 (this “Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF TEXAS AND KANSAS CITY CABLE PARTNERS, L.P. (the “Partnership”), dated as of February 28, 2005, among Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership (“TWE-A/N”), TWE-A/N Texas Cable Partners General Partner LLC, a Delaware limited liability company (“TWE-A/N GP”), TCI Texas Cable Holdings LLC, a Colorado limited liability company (“TCI”), TCI Texas Cable, LLC, a Colorado limited liability company formerly known as TCI Texas Cable, Inc. (“TCI GP”), Time Warner Entertainment Company, L.P., a Delaware limited partnership (“TWE”), Comcast TCP Holdings, LLC, a Delaware limited liability company (“LCM LLC”), TCI of Overland Park, Inc., a Kansas corporation (“Overland Park”), and Comcast TCP Holdings, Inc., a Delaware corporation (“Comcast Newco”) as successor in interest to Overland Park.

THIRD AMENDED AND RESTATED FUNDING AGREEMENT
Funding Agreement • October 18th, 2006 • Time Warner Cable Inc. • New York

THIRD AMENDED AND RESTATED FUNDING AGREEMENT, dated as of December 28, 2001 (this “Agreement”), by and among TEXAS CABLE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE PARTNERSHIP, a New York general partnership (“TWE-A/N”), TWE-A/N TEXAS CABLE PARTNERS GENERAL PARTNER LLC, a Delaware limited liability company (“TWE-A/N GP” and, together with TWE-A/N, the “TWE-A/N Parties”), TCI TEXAS CABLE HOLDINGS LLC, a Colorado limited liability company (“TCI”), TCI TEXAS CABLE, INC., a Colorado corporation (“TCI GP” and, together with TCI, the “TCI Parties” and, together with the TWE-A/N Parties and TCI, the “Partners”), and THE CHASE MANHATTAN BANK, as administrative agent under the Credit Agreement (as defined below) (the “Administrative Agent”).

TIME WARNER CABLE LETTERHEAD December 19, 2005 Mike LaJoie Executive Vice President, Chief Technology Officer Time Warner Cable 290 Harbor Drive Stamford, CT 06902 Dear Mike:
Employment Agreement • October 18th, 2006 • Time Warner Cable Inc. • New York

In accordance with Section 4.10 of the Employment Agreement (the “Agreement”) dated as of June 1, 2000 between you and Time Warner Entertainment Company, LP., a subsidiary of Time Warner Cable Inc., which Agreement expires on December 31, 2005, the Company hereby offers to extend the Agreement with the same terms and conditions (except as amended below) until December 31, 2008.

AMENDMENT NO. 4 TO THE LIMITED PARTNERSHIP AGREEMENT OF TEXAS CABLE PARTNERS, L.P.
Sprint Agreement • October 18th, 2006 • Time Warner Cable Inc. • Delaware

AMENDMENT No. 4 (this “Amendment”) TO THE LIMITED PARTNERSHIP AGREEMENT OF TEXAS CABLE PARTNERS, L.P., dated as of May 1, 2004, among Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership (“TWE-A/N”), TWE-A/N Texas Cable Partners General Partner LLC, a Delaware limited liability company (“TWE-A/N GP”), TCI Texas Cable Holdings LLC, a Colorado limited liability company (“TCI”), TCI Texas Cable, Inc., a Colorado corporation (“TCI GP”), Time Warner Entertainment Company, L.P., a Delaware limited partnership (“TWE”), Comcast TCP Holdings, LLC, a Delaware limited liability company (“LCM LLC”) as successor in interest to TCI of Missouri, Inc. (formerly known as Liberty Cable of Missouri, Inc.), a Missouri corporation (“LCM”), and TCI of Overland Park, Inc., a Kansas corporation (“Overland Park”).

LIMITED PARTNERSHIP AGREEMENT OF TEXAS CABLE PARTNERS, L.P. (a Delaware limited partnership) Dated as of June 23, 1998
Limited Partnership • October 18th, 2006 • Time Warner Cable Inc. • Delaware

This Limited Partnership Agreement of Texas Cable Partners, L.P., a Delaware limited partnership (the “Partnership”), is made as of this 23rd day of June, 1998, by and between Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership (“TWE-A/N”), TWE-A/N Texas Cable Partners General Partner, a Delaware limited liability company (“TWE-A/N GP”), TCI Texas Cable Holdings LLC, a Colorado limited liability company (“TCI”), and TCI Texas Cable, Inc., a Colorado corporation (“TCI GP”).

AMENDMENT NO. 1 TO PARTNERSHIP AGREEMENT
Partnership Agreement • October 18th, 2006 • Time Warner Cable Inc. • Delaware

This Amendment (“Amendment”) is made as of this 11th day of December, 1998, by and among Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership (“TWE-A/N”), TWE-A/N Texas Cable Partners General Partner LLC, a Delaware limited liability company (“TWE-A/N GP”), and TCI Texas Cable Holdings LLC, a Colorado limited liability company (“TCI”), and TCI Texas Cable, Inc., a Colorado corporation (“TCI GP”).

AMENDMENT NO. 2 TO PARTNERSHIP AGREEMENT
Partnership Agreement • October 18th, 2006 • Time Warner Cable Inc. • Delaware

This Amendment (“Amendment”) is made as of the 16th day of May, 2000 by and among Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership (“TWE-A/N”), TWE-A/N Texas Cable Partners General Partner LLC, a Delaware limited liability company (“TWE-A/N GP”), and TCI Texas Cable Holdings LLC, a Colorado limited liability company (“TCI”), and TCI Texas Cable, Inc., a Colorado corporation (“TCI GP”).

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED FUNDING AGREEMENT
Funding Agreement • October 18th, 2006 • Time Warner Cable Inc. • New York

SECOND AMENDMENT, dated as of December 1, 2003 (this “Amendment”), to the Third Amended and Restated Funding Agreement, dated as of December 28, 2001, as amended by the First Amendment, dated as of January 1, 2003 (as amended, the “Funding Agreement”), by and among Texas Cable Partners, L.P., a Delaware limited partnership (the “Partnership”), Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership (“TWE-A/N”), TWE-A/N Texas Cable Partners General Partner LLC, a Delaware limited liability company (“TWE-A/N GP”), Time Warner Entertainment Company, L.P., a Delaware limited partnership (“TWE”), TCI Texas Cable Holdings LLC, a Colorado limited liability company (“TCI”), TCI Texas Cable, Inc., a Colorado corporation (“TCI GP”), TCI of Missouri, Inc. (formerly known as Liberty Cable of Missouri, Inc.), a Missouri corporation (“LCM”), TCI of Overland Park, Inc., a Kansas corporation (“Overland Park”), and JPMORGAN CHASE BANK, as administrative agent under the Cr

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TIME WARNER NY CABLE LLC (a Delaware limited liability company) Dated as of July 28, 2006
Limited Liability Company Agreement • October 18th, 2006 • Time Warner Cable Inc. • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TIME WARNER NY CABLE LLC (the “Company”), dated as of July 28, 2006, is adopted and entered into by and among TW NY Cable Holding Inc. (the “Common Equity Member”) and the persons listed on the signature pages hereto as Series A Members (the “Series A Members” and, together with the Common Equity Member, the “Members”) pursuant to and in accordance with the Limited Liability Company Act of the State of Delaware (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”).

AMENDMENT NO. 1 TO THE AGREEMENT OF MERGER AND TRANSACTION AGREEMENT
The Agreement of Merger and Transaction Agreement • October 18th, 2006 • Time Warner Cable Inc. • Delaware

AMENDMENT No. 1 (this “Amendment”) TO THE AGREEMENT OF MERGER AND TRANSACTION AGREEMENT, dated as of December 19, 2003, among Texas Cable Partners, L.P., a Delaware limited partnership (“TCP”), Kansas City Cable Partners, a Colorado general partnership (“KCCP”), Time Warner Entertainment-Advance/Newhouse Partnership, a New York general partnership (“TWE-A/N”), TWE-A/N Texas Cable Partners General Partner LLC, a Delaware limited liability company (“TWE-A/N GP”), Time Warner Entertainment Company, L.P., a Delaware limited partnership (“TWE”), TCI Texas Cable Holdings LLC, a Colorado limited liability company (“TCI”), TCI Texas Cable, Inc., a Colorado corporation (“TCI GP”), TCI of Missouri, Inc. (formerly known as Liberty Cable of Missouri, Inc.), a Missouri corporation (“LCM”), Comcast TCP Holdings, LLC, a Delaware limited liability company (“LCM LLC”) as successor in interest to LCM, TCI of Overland Park, Inc., a Kansas corporation (“Overland Park”), Comcast Corporation, a Pennsylvania

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 18th, 2006 • Time Warner Cable Inc.

Amendment (the “Amendment”) to the employment agreement (the “Employment Agreement”) made November 5, 2001 and effective as of October 15, 2001, between Time Warner Entertainment Company, L.P. (“TWE”) and John Billock (the “Executive” or “you”). This Amendment is made as of March ___, 2003 and is effective as of January 1, 2003.

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