1 EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 29th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • Delaware
PURCHASE AND SALE AGREEMENT among ASCENT ENTERTAINMENT GROUP, INC., and ASCENT SPORTS HOLDINGS, INC. and KMS SPORTS, LLC, KMA STICK, LLC, KMN BALL, LLC, and KMC CENTER, LLCPurchase and Sale Agreement • July 19th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
January 28, 1997 Mr. Wesley D. Minami 7926 Longridge Court Cabin John, MD 20818 Dear Mr. Minami: This letter agreement (this "Agreement") sets forth the substance of our understandings and agreements with respect to your employment relationship with...Letter Agreement • March 31st, 1997 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
AMENDMENT TO RIGHTS AGREEMENT Amendment, dated as of February 22, 2000 (the "Amendment"), between ASCENT ENTERTAINMENT GROUP, INC., a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, as rights agent (the "Rights Agent"). WHEREAS, the...Rights Agreement • February 24th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • New York
EXHIBIT 10.1 ------------ SETTLEMENT AGREEMENT -------------------- The persons and entities represented by the undersigned attorneys (the "Signatory Parties") have reached an agreement to settle and dismiss claims in the actions captioned Tishrei...Settlement Agreement • June 24th, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 1997 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
EXHIBIT 10.15 EMPLOYMENT AGREEMENT -------------------- This AGREEMENT made as of July 1, 1997, by and between Denver Arena Company, LLC, a Colorado limited liability company (the "Company"), whose members are Ascent Entertainment Group, Inc., a...Employment Agreement • March 29th, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
Exhibit 10.8 to Form 10-Q CREDIT AGREEMENT Dated as of October 8, 1996Credit Agreement • November 13th, 1996 • Ascent Entertainment Group Inc • Cable & other pay television services • Texas
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 16th, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
EXHIBIT 10.16 THIS INSTRUMENT PREPARED BY AND AFTER RECORDING RETURN TO: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attention: Linda Grant Williams, Esq SALE AND SERVICING AGREEMENT Dated as of July 29, 1998Ascent Entertainment Group Inc • March 29th, 1999 • Cable & other pay television services • New York
TRUSTEEFirst Supplemental Indenture • August 14th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • New York
RECITALSEmployment Agreement • August 14th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
CONFIDENTIAL AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- This AMENDMENT dated as of December 28, 1998 is made to the EMPLOYMENT AGREEMENT dated as of September 11, 1996 (the "Agreement"), by and between On Command Corporation,...Employment Agreement • March 29th, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services
1 Exhibit 15 EMPLOYMENT AGREEMENT This AGREEMENT made as of January 25, 2000, by and between Ascent Entertainment Group, Inc., a Delaware corporation ("Ascent" or the "Company"), and David Ehrlich, a resident of the State of Colorado(the "Executive")....Employment Agreement • February 29th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
CONFIDENTIAL AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT -------------------------------------- This AMENDMENT, dated as of December 28, 1998, is made to the EMPLOYMENT AGREEMENT dated as of September 11, 1996 (the "Agreement"), by and between On Command...Employment Agreement • March 29th, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services
RECITALSEmployment Agreement • August 14th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION...Ascent Entertainment Group Inc • January 16th, 1998 • Cable & other pay television services
AGREEMENT FOR THE PURCHASE AND SALE OF AN INTEREST IN BEACON COMMUNICATIONS, LLCAgreement • March 29th, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services • California
EMPLOYMENT AGREEMENT -------------------- This AGREEMENT made as of January 25, 2000, by and between Ascent Entertainment Group, Inc., a Delaware corporation ("Ascent" or the "Company"), and David Ehrlich, a resident of the State of Colorado(the...Employment Agreement • March 28th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 12th, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
EMPLOYMENT AGREEMENT -------------------- This AGREEMENT made as of January 7, 2000, by and between On Command Corporation, a Delaware corporation (the "Company"), and Allan Goodson (the "Executive"). WHEREAS, the Company desires to employ the...Employment Agreement • March 28th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • California
Exhibit 10.3 to Form 10-Q EXECUTION COPY EMPLOYMENT AGREEMENT This AGREEMENT is made as of September 11, 1996, by and between On Command Corporation, a Delaware corporation ("NEWCO"), and Robert M. Kavner, a resident of the State of California (the...Employment Agreement • November 13th, 1996 • Ascent Entertainment Group Inc • Cable & other pay television services • California
ANDAscent Entertainment Group Inc • August 14th, 2000 • Cable & other pay television services • New York
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 29th, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services • Texas
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 24th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • Delaware
andRights Agreement • February 29th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 29th, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services • Texas
BETWEENPurchase and Sale Agreement • August 14th, 1997 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
February 29, 2000 Dear Fellow Stockholders: We are pleased to inform you that on February 22, 2000, Ascent Entertainment Group, Inc., a Delaware corporation ("Ascent"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Liberty...Ascent Entertainment Group Inc • February 29th, 2000 • Cable & other pay television services
1 Exhibit 13 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED AGREEMENT made as of June 27, 1997, and amended and restated as of January 25, 2000, by and between Ascent Entertainment Group, Inc., a Delaware corporation ("Ascent" or...Employment Agreement • February 29th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
AMONG AT&T CORP.,Agreement and Plan of Merger • October 22nd, 1999 • Ascent Entertainment Group Inc • Cable & other pay television services • Delaware
1 Exhibit 14 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED AGREEMENT originally made as of June 27, 1997 and amended and restated as of January 25, 2000, by and between Ascent Entertainment Group, Inc., a Delaware corporation...Employment Agreement • February 29th, 2000 • Ascent Entertainment Group Inc • Cable & other pay television services • Colorado
Section 3.12. Notice of Events of Default...................................................... 18 Section 3.13. Further Instruments and Acts..................................................... 18 ARTICLE IV SATISFACTION AND DISCHARGE Section 4.01....Ascent Entertainment Group Inc • March 29th, 1999 • Cable & other pay television services • New York
EXHIBIT 10.14 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED AGREEMENT made as of December 18, 1995, and amended as of November 18, 1996, by and between Ascent Entertainment Group, Inc., a Delaware corporation ("Ascent"),...Employment Agreement • March 31st, 1997 • Ascent Entertainment Group Inc • Cable & other pay television services • Maryland
FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 23, 1997Credit Agreement • March 31st, 1997 • Ascent Entertainment Group Inc • Cable & other pay television services • Texas
