SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • May 12th, 2006 • Adelphia Communications Corp • Cable & other pay television services • New York
This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (this “Settlement Agreement”) dated as of May 11, 2006, has been entered into by and among ML Media Partners, L.P. (“ML Media”), the post-confirmation bankruptcy estate of Century/ML Cable Venture (the “Estate”), Adelphia Communications Corp. (“Adelphia”) and Century Communications Corp. (“Century” and, together with Adelphia, the “Adelphia Parties”). ML Media, the Adelphia Parties and the Estate are referred to herein, collectively as the “Parties” or individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Interest Acquisition Agreement by and among ML Media, Century, Century/ML Cable Venture (the “Joint Venture”), Century/ML Cable Corp. (“Cable Corp”) and San Juan Cable, LLC, dated as of June 3, 2005 (together with all letter agreements executed in connection therewith, the “Acquisition Agreement”).
WAIVER NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • May 12th, 2006 • Adelphia Communications Corp • Cable & other pay television services
WAIVER NO. 1, dated as of May 11, 2006 (this “Waiver”) to the Fourth Amended and Restated Credit and Guaranty Agreement, dated as of March 17, 2006 (as in effect immediately prior to the effectiveness of this Waiver, 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., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.
