EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 1, 2004 by and between Atlantic Broadband Management, LLC, a Delaware limited liability company (the “Company”), and David J. Keefe (“Executive”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLANTIC BROADBAND MANAGEMENT, LLCLimited Liability Company Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 1, 2004, of Atlantic Broadband Management, LLC, a Delaware limited liability company (the “Company”), is made by Atlantic Broadband Finance, LLC, a Delaware limited liability company, as Member (the “Member”).
Atlantic Broadband Finance, LLC, as Borrower, Atlantic Broadband Holdings I, LLC, The Subsidiary Guarantors Party Hereto and The Lenders Named HereinCredit Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • New York
CREDIT AGREEMENT, dated as of February 10, 2004, among Atlantic Broadband Finance, LLC, a Delaware limited liability company (“Borrower”), Atlantic Broadband Holdings I, LLC (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto, the several lenders from time to time party hereto (the “Lenders”), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as Sole Lead Arranger and Book Runner (in such capacity, the “Arranger”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and General Electric Capital Corporation as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), General Electric Capital Corporation as Documentation Agent (in such capacity the “Documentation Agent”), Credit Lyonnais New York Branch as Agent and Société Générale as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
SECURITY AGREEMENT By ATLANTIC BROADBAND FINANCE, LLC, as Borrower and ATLANTIC BROADBAND HOLDINGS I, LLC and THE SUBSIDIARY GUARANTORS PARTY HERETO and SOCIÉTÉ GÉNÉRALE, as Administrative AgentSecurity Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC
SECURITY AGREEMENT dated as of March 1, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made by Atlantic Broadband Finance, LLC, a Delaware limited liability company (the “Borrower”), Atlantic Broadband Holdings I, LLC, a Delaware limited liability company (“Holdings”) and THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Subsidiary Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Subsidiary Guarantors,” and together with the Original Subsidiary Guarantors and Holdings the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of Société Générale, in its capacity as Administrative Agent pursuant to the Credit Agreement (as hereinafter defined), as
ASSET PURCHASE AGREEMENT BETWEEN CHARTER COMMUNICATIONS VI, LLC THE HELICON GROUP, L.P. HORNELL TELEVISION SERVICE, INC. INTERLINK COMMUNICATIONS PARTNERS, LLC CHARTER COMMUNICATIONS, LLC CHARTER COMMUNICATIONS HOLDINGS, LLC AND ATLANTIC BROADBAND...Asset Purchase Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the 3rd day of September, 2003, by and between Charter Communications VI, LLC, a limited liability company (“CCVI”), The Helicon Group, L.P., a limited partnership (“Helicon”), Interlink Communications Partners, LLC, a limited liability company (“Interlink”), and Charter Communications, LLC, a limited liability company (“CCLLC”), each organized under the laws of the State of Delaware, and Hornell Television Service, Inc., a corporation organized under the laws of the State of New York (“HTS”) (collectively, the “Sellers” and each individually, a “Seller”), Charter Communications Holdings, LLC, a limited liability company organized under the laws of the state of Delaware (“Parent”) and Atlantic Broadband Finance, LLC, a limited liability company organized under the laws of the State of Delaware (“Buyer”).
GUARANTEE Among Each Subsidiary Guarantor Party to the Credit Agreement in favor of Société Générale as Administrative AgentGuarantee • May 14th, 2004 • Atlantic Broadband Management, LLC • New York
THIS GUARANTEE (as amended, restated, supplemented or otherwise modified from time to time, (this “Guarantee”), dated as of March 1, 2004 by and among each Subsidiary Guarantor party to the Credit Agreement referred to below, in favor of Société Générale, in its capacity as Administrative Agent for the Lenders from time to time party to the Credit Agreement to guarantee the payment and performance of all of the Obligations of each Credit Party.
ATLANTIC BROADBAND FINANCE, LLC (a Delaware limited liability Company) ATLANTIC BROADBAND FINANCE, INC. (a Delaware corporation) 9-3/8% Senior Subordinated Notes due 2014 PURCHASE AGREEMENTPurchase Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • New York
Atlantic Broadband Finance, LLC, a Delaware limited liability company (the “Company”), Atlantic Broadband Finance, Inc., a Delaware corporation (“Finance”) and each of the guarantors listed in Schedule C hereto (the “Guarantors” and, together with the Company and Finance, the “Issuers”), confirm their agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”, which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $150,000,000 aggregate principal amount of the Company’s 9-3/8% Senior Subordinated
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 1, 2004, by and among Atlantic Broadband Group, LLC, a Delaware limited liability company (the “Company”), and the members of the Company and the option holders signatory hereto or signatory to a joinder in the form attached hereto as Exhibit A (collectively, the “Investors”). Capitalized terms used herein but not otherwise defined in this Agreement are defined in Section 9 below.
GUARANTEE By Atlantic Broadband Holdings I, LLC in favor of Société Générale as Administrative AgentGuarantee • May 14th, 2004 • Atlantic Broadband Management, LLC • New York
THIS GUARANTEE (as amended, restated, supplemented or otherwise modified from time to time, (this “Guarantee”), dated as of March 1, 2004 by Atlantic Broadband Holdings I, LLC, a Delaware limited liability company (“Holdings”), in favor of Société Générale, in its capacity as Administrative Agent for the Lenders from time to time party to the Credit Agreement to guarantee the payment and performance of all of the Obligations of each Credit Party.
LIMITED LIABILITY COMPANY AGREEMENT OF ATLANTIC BROADBAND MANAGEMENT, LLCLimited Liability Company Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Atlantic Broadband Management, LLC is entered into by Atlantic Broadband Finance, LLC, as sole member (the “Member”).
LIMITED LIABILITY COMPANY AGREEMENT OF ATLANTIC BROADBAND (MIAMI), LLCLimited Liability Company Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Atlantic Broadband (Miami), LLC is entered into by Atlantic Broadband Finance, LLC, as sole member (the “Member”).
REIMBURSEMENT AGREEMENTReimbursement Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • New York
This REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of March 1, 2004 by and among Atlantic Broadband Group, LLC, a Delaware limited liability company (“Parent”), Atlantic Broadband Finance, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Parent (the “Company”), and ABRY Partners, LLC, a Delaware limited liability company (“ABRY”).
RETAINED FRANCHISE MANAGEMENT AGREEMENTRetained Franchise Management Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This Retained Franchise Management Agreement (this “Agreement”) is made and entered into as of the 1st day of March, 2004, by and between Hornell Television Service, Inc. (“Seller”), and Atlantic Broadband Finance, LLC (“Buyer”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into on this 1st day of March, 2004, by and among Charter Communications, VI, LLC, a limited liability company (the “Seller Representative”), The Helicon Group, L.P., a limited partnership, Interlink Communications Partners, LLC, a limited liability company, and Charter Communications, LLC, a limited liability company, each organized under the laws of the State of Delaware, Hornell Television Service, Inc., a corporation organized under the laws of the State of New York, and Falcon Telecable, a California limited partnership (collectively, the “Sellers” and each individually, a “Seller”), and Atlantic Broadband Finance, LLC, a limited liability company organized under the laws of the State of Delaware (“Buyer”).
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This Third Amendment (this “Amendment”) to the Asset Purchase Agreement among Charter Communications VI, LLC, The Helicon Group, L.P., Interlink Communications Partners, LLC, Charter Communications, LLC, Hornell Television Service, Inc., Falcon Telecable, a California limited partnership (collectively, the “Sellers” and each individually, a “Seller”), Charter Communications Holdings, LLC (“Parent”) and Atlantic Broadband Finance, LLC (“Buyer”) is entered into as of February 27, 2004.
BILL OF SALE & ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale & Assignment and Assumption Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This Assignment and Assumption is entered into in connection with that certain Asset Purchase Agreement, dated as of September 3, 2003, as amended October 31, 2003, December 3, 2003 and February 27, 2004 (as amended, the “Purchase Agreement”) by and among Assignors, Hornell Television Service, Inc., Charter Communications Holdings, LLC and Assignee, pursuant to which on the Closing Date, Assignors will transfer all right, title and interest in and to the Purchased Assets (as hereinafter defined) to Assignee. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.
MEMBERS AGREEMENTMembers Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • New York
This MEMBERS AGREEMENT (this “Agreement”) is made as of March 1, 2004 by and among Atlantic Broadband Group, LLC, a Delaware limited liability company (the “Company”), ABRY Partners IV, L.P., a Delaware limited partnership (“ABRY”), the other Members (as defined herein) and Option Holders (as defined herein) signatories hereto as of the date hereof and the Members and Option Holders who are from time to time joined hereto after the date hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Section 1 hereof.
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This Second Amendment (this “Amendment”) to the Asset Purchase Agreement among Charter Communications VI, LLC, The Helicon Group, L.P., Interlink Communications Partners, LLC, Charter Communications, LLC, Hornell Television Service, Inc. (collectively, the “Sellers” and each individually, a “Seller”), Charter Communications Holdings, LLC (“Parent”) and Atlantic Broadband Finance, LLC (“Buyer”) is entered into as of December 3, 2003.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This First Amendment (this “Amendment”) to the Asset Purchase Agreement between Charter Communications VI, LLC, The Helicon Group, L.P., Interlink Communications Partners, LLC, Charter Communications, LLC, Hornell Television Service, Inc. (collectively, the “Sellers” and each individually, a “Seller”), Charter Communications Holdings, LLC (“Parent”) and Atlantic Broadband Finance, LLC (“Buyer”) is entered into as of October 31, 2003.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLANTIC BROADBAND GROUP, LLC A Delaware Limited Liability Company Dated as of March 1, 2004Limited Liability Company Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) dated as of March 1, 2004 of Atlantic Broadband Group, LLC, a Delaware limited liability company (the “Company”), by and among the Company and the Persons from time to time parties to this Agreement and listed on the Members and Option Holders Schedule attached hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Section 1.1 hereof.
ContractCredit Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • New York
AMENDMENT NO. 1 AND AGREEMENT dated as of February 29, 2004 (this “Amendment”), with respect to the Credit Agreement dated as of February 10, 2004 (the “Credit Agreement”), among Atlantic Broadband Finance, LLC, a Delaware limited liability company (“Borrower”), Atlantic Broadband Holdings I, LLC (“Holdings”), the Subsidiary Guarantors listed on the signature pages thereto, the several lenders from time to time party thereto (the “Lenders”), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as Sole Lead Arranger and Book Runner (in such capacity, the “Arranger”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and General Electric Capital Corporation as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), General Electric Capital Corporation as Documentation Agent (in such capacity the “Documentation Agent”), Credit Lyonnais New York Branch as Agent and Société Générale as Administrative Agent for the Lenders (in such capacity, the “Administra
LIMITED LIABILITY COMPANY AGREEMENT OF ATLANTIC BROADBAND (PENN), LLCLimited Liability Company Agreement • May 14th, 2004 • Atlantic Broadband Management, LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Atlantic Broadband (Penn), LLC is entered into by Atlantic Broadband Finance, LLC, as sole member (the “Member”).
