INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of , 20 between Adelphia Communications Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”), a director of the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made and entered into by and between Adelphia Communications Corporation, a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and Robert Wahl (the “Executive”) as of November 10, 2004 (the “Agreement”). The Company and the Executive are sometimes each individually referred to in this Agreement as a “Party” and are sometimes collectively referred to herein as the Parties.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Delaware
This Indemnification Agreement (this "Agreement") is made and entered into this 17th day of January, 2003 between Adelphia Communications Corporation, a Delaware corporation (the "Company"), and William T. Schleyer ("Indemnitee"), an officer and director of the Company.
MUTUAL RELEASE AGREEMENTMutual Release Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
This Mutual Release Agreement is dated as of April , 2004 (the “Agreement”), by and between Adelphia Communications Corporation, a Delaware corporation (“ACC”), debtor-in-possession, and its Affiliates, other than any Rigas Person (as defined below) (together with ACC, the “ACC Parties” and each, individually, an “ACC Party”), and Adelphia Business Solutions, Inc., a Delaware corporation, d/b/a TelCove (“TelCove”), debtor-in-possession, and its Affiliates, other than any Rigas Person (together with TelCove, the “TelCove Parties” and each, individually, a “TelCove Party”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • New York
AGREEMENT dated as of June 25, 2002 among each of the LOAN PARTIES from time to time party hereto and CITICORP USA, INC., as Collateral Agent (with its successors in such capacity, the "Collateral Agent").
ADELPHIA COMMUNICATIONS CORPORATION NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
THIS AGREEMENT made by and between Adelphia Communications Corporation, a Delaware corporation (hereinafter called the “Adelphia”), and [insert name] (hereinafter called the “Optionee”) is made as of the above date under the Company’s 1998 Long-Term Incentive Compensation Plan (the “Plan”).
AMENDMENT NO. 1Amendment No. 1 • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
AMENDMENT NO. 1 dated as of October 7, 1998, between FRONTIERVISION OPERATING PARTNERS, L.P., a limited partnership duly organized and validly existing under the laws of the State of Delaware (the “Company”); each of the Subsidiaries of the Company identified under the caption “SUBSIDIARY GUARANTORS” on the signatures pages hereto (individually, a “Subsidiary Guarantor” and, collectively the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”); and each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereto.
AMENDMENT No. 1 TO THE COMMERCIAL SERVICES AGREEMENT EXECUTED BETWEEN ADELPHIA BUSINESS SOLUTIONS, INC. (D/B/A TELCOVE) AND ADELPHIA COMMUNICATIONS CORPORATIONCommercial Services Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
THIS AMENDMENT No. 1 TO THE COMMERCIAL SERVICES AGREEMENT ("Amendment No. 1) is made this 17th day of August, 2004 ("Effective Date") by and between Adelphia Business Solutions, Inc. (k/n/a TelCove, Inc.), on behalf of itself and its affiliates ("TelCove") and Adelphia Communications Corporation, on behalf of itself and its affiliates ("ACC").
GLOBAL SETTLEMENT AGREEMENT dated as of February 21, 2004, between ADELPHIA COMMUNICATIONS CORPORATION and ADELPHIA BUSINESS SOLUTIONS, INC. d/b/a TelCoveGlobal Settlement Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
IP TRANSPORT AGREEMENTIp Transport Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Pennsylvania
This IP Transport Agreement is made as of April , 2004, by and among Adelphia Communications Corporation, a Delaware corporation (“ACC”), debtor-in-possession, and its affiliates that are signatories hereto (together with ACC, the “ACC Parties” and each, individually, an “ACC Party”), and Adelphia Business Solutions, Inc., a Delaware corporation, d/b/a TelCove (“TelCove”), debtor-in-possession, and its affiliates that are signatories hereto (together with TelCove, the “TelCove Parties” and each, individually, a “TelCove Party”).
MANAGEMENT AGREEMENTManagement Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Pennsylvania
MADE AS OF the 28th day of September, 2001, by and between Olympus Communications, LP., a Delaware limited partnership ("Manager"), Olympus Cable Holdings, LLC, a Delaware limited liability company, Adelphia Holdings 2001, LLC, a Delaware limited liability company, Highland Video Associates, L.P., a Pennsylvania limited partnership, Coudersport Television Cable Company, a Pennsylvania corporation, and Adelphia Company of Western Connecticut, a Connecticut corporation, each on its own behalf and on behalf of each of their direct or indirect subsidiaries as of the date hereof as set forth on Schedule 1 and from time to time which receive services of the Manager hereunder (collectively, the "Company").
SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.Agreement of Limited Partnership • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Delaware
This Second Amendment (this "Amendment") to the Agreement of Limited Partnership (as amended, supplemented or otherwise modified from time to time, the "Agreement"), dated as of December 7, 1999, of Century-TCI California Communications, L.P. (the "Partnership"), by and among Century Exchange LLC ("Century") and TCI California Holdings, LLC ("TCI") is made and entered into as of September 30, 2004. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.
AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF PARNASSOS COMMUNICATIONS, L.P.Agreement of Limited Partnership • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Delaware
This Amendment (this "Amendment") to the Agreement of Limited Partnership (the "Agreement"), dated as of December 30, 1998, of Parnassos Communications, L.P. (the "Partnership"), by and among Adelphia Western New York Holdings, L.L.C. and Montgomery Cablevision Inc. (collectively, "Adelphia") and TCI Adelphia Holdings, LLC ("TCI") is made and entered into as of June 25, 2002. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.
Form of Non-Employee Director Stock Option Agreement] ADELPHIA COMMUNICATIONS CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT Date of Grant of this Option: February 6, 2001Nonstatutory Stock Option Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
THIS AGREEMENT made by and between Adelphia Communications Corporation, a Delaware corporation (hereinafter called the “Company”), and [insert name] (hereinafter called the “Optionee”) is made as of the above date under the Company’s 1998 Long-Term Incentive Compensation Plan (the “Plan”).
MASTER RECIPROCAL SETTLEMENT AGREEMENT dated as of December 3, 2003, between ADELPHIA COMMUNICATIONS CORPORATION and ADELPHIA BUSINESS SOLUTIONS, INC. d/b/a TelCoveMaster Reciprocal Settlement Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
AMENDMENT TO MASTER RECIPROCAL SETTLEMENT AGREEMENTMaster Reciprocal Settlement Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
This Amendment to Master Reciprocal Settlement Agreement (this “Amendment”) is dated as of April 7, 2004, by and between Adelphia Communications Corporation, a Delaware corporation (“ACC”), debtor-in-possession, and Adelphia Business Solutions, Inc., a Delaware corporation, d/b/a TelCove (“TelCove”), debtor-in-possession, and is pursuant to the terms of the Global Settlement Agreement dated as of February 21, 2004, between ACC and TelCove (the “Global Agreement”).
AMENDED AND RESTATED MANAGEMENT AGREEMENT AND JOINT VENTURE AGREEMENT OF CENTURY/ML CABLE VENTURE January 1, 1994Management Agreement and Joint Venture Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • New York
The parties to this agreement (referred to as the "Venturers") are Century Communications Corp., a Texas corporation ("Century"), and ML Media Partners, L. P., a Delaware limited partnership ("ML Media").
ContractCredit and Guaranty Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Hanover
[*****] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 80 under the Freedom of Information Act.
LEVERAGED RECAPITALIZATION AGREEMENT December 13, 2001Leveraged Recapitalization Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • New York
The parties to this agreement are Century/ML Cable Venture, a New York joint venture (“Buyer”), ML Media Partners, L.P., a Delaware limited partnership (“Seller”), Century Communications Corp., a Texas corporation (“Century”), Adelphia Communications Corporation, a Delaware corporation (“Adelphia”), and Highland Holdings (“Highland”), a Pennsylvania general partnership in which members of the Rigas family are partners.
AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.Agreement of Limited Partnership • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Delaware
This Amendment (the "Amendment") to the Agreement of Limited Partnership (the "Agreement"), dated as of December 7, 1999, of Century-TCI California Communications, L.P. (the "partnership"), by and among Century Exchange LLC ("Century") and TCI California Holdings, LLC ("TCI") is made and entered into as of June 25, 2002. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
MANAGEMENT AGREEMENTManagement Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Delaware
AGREEMENT dated as of June 8, 2001, by and between Praxis Capital Management, LLC, a Delaware limited liability company (the “Management Company”), and Praxis Capital Partners, a Delaware limited liability company (the “General Partner”).
CONVEYANCE AGREEMENTConveyance Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
This Conveyance Agreement (this “Agreement”) is executed as of April , 2004, by and between Adelphia Communications Corporation, a Delaware corporation (“ACC”), debtor-in-possession, and its Affiliates that are signatories hereto (together with ACC, the “ACC Parties”), and Adelphia Business Solutions, Inc., a Delaware corporation, d/b/a TelCove (“TelCove”), debtor-in-possession, and its Affiliates that are signatories hereto (together with TelCove, the “TelCove Parties”), and is pursuant to the terms of the Global Settlement Agreement dated as of February 21, 2004, between ACC and TelCove (the “Global Agreement”).
SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF PARNASSOS COMMUNICATIONS. L.P.Agreement of Limited Partnership • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Delaware
This Second Amendment (this "Amendment") to the Agreement of Limited Partnership (as amended, supplemented or otherwise modified from time to time, the "Agreement"), dated as of December 30, 1998, of Parnassos Communications, LP. (the "Partnership"), by and among Adelphia Western New York Holdings, L.L.C. and Montgomery Cablevision Inc. (collectively, "Adelphia") and TCI Adelphia Holdings, LLC ("TCI") is made and entered into as of September 30, 2004. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.
COMMERCIAL SERVICES AGREEMENTCommercial Services Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Pennsylvania
This Commercial Services Agreement is made as of April , 2004, by and among Adelphia Communications Corporation, a Delaware corporation (“ACC”), debtor-in-possession, and its affiliates that are signatories hereto (together with ACC, the “ACC Parties” and each, individually, an “ACC Party”), and Adelphia Business Solutions, Inc., a Delaware corporation, d/b/a TelCove (“TelCove”), debtor-in-possession, and its affiliates that are signatories hereto (together with TelCove, the “TelCove Parties” and each, individually, a “TelCove Party”).
AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services
AMENDMENT dated as of August 9, 2002, amending the Credit and Guaranty Agreement dated as of June 25, 2002 (the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., and ACC INVESTMENT HOLDINGS, INC., the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITICORP USA, INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP USA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, FLEET NATIONAL BANK, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.
AGREEMENT OF LIMITED PARTNERSHIP OF PARNASSOS COMMUNICATIONS, L.P. DATED AS OF DECEMBER 30, 1998Partnership Agreement • December 23rd, 2004 • Adelphia Communications Corp • Cable & other pay television services • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP is entered into as of December 30, 1998, by and among Adelphia Western New York Holdings, L.L.C. and TCI Adelphia Holdings, LLC, as General Partners, and the Persons listed on Schedule I hereto as Limited Partners.
