Avalon Cable Holdings Finance Inc Sample Contracts

Avalon Cable Holdings Finance Inc – Charter's Jerry Kent Will Not Extend Employment Agreement (October 4th, 2001)

PRESS RELEASE EXHIBIT 99.1 [Graphic Omitted] FOR RELEASE: Sept. 24, 2001 Charter's Jerry Kent Will Not Extend Employment Agreement ST. LOUIS -- Charter Communications, Inc. (Nasdaq:CHTR) today announced that Jerry Kent had advised the Company that he did not intend to extend his employment agreement, which runs through December 23, 2001. Accordingly, Mr. Kent and the Company have mutually agreed to terminate his employment as President and Chief Executive Officer of the Company, and that Mr. Kent would resign from its Board of Directors effective September 28, 2001. Mr. Kent has agreed to serve as a consultant to the Company for the balance of the year. Mr. Kent will also sell his interests in Charter Investments, Inc. (CCI) to Paul Allen, Chairman of the Board of Directors of Charter Communications, Inc. CCI is the investment vehicle that holds most of Mr. Allen's and Mr. Kent's interests in the Company.

Avalon Cable Holdings Finance Inc – ASSET EXCHANGE AGREEMENT (May 23rd, 2001)

1 EXHIBIT 10.30 (c) ASSET EXCHANGE AGREEMENT DATED AS OF JANUARY 2, 2001 AMONG CC VIII OPERATING, LLC, ON THE ONE HAND AND CHARTER COMMUNICATIONS ENTERTAINMENT I, LLC, CHARTER CABLE PARTNERS, LLC, FALCON TELECABLE, A CALIFORNIA LIMITED PARTNERSHIP, CHARTER COMMUNICATIONS VI, LLC, ON THE OTHER HAND 2 ASSET EXCHANGE AGREEMENT THIS ASSET EXCHANGE AGREEMENT (the "Agreement") is made as of January 2, 2001, by and between CC VIII Operating, LLC ("PARTY A") and each of Charter Communications Entertainment I, LLC, Charter Cable Partners, LLC, Falcon Telecable, a California

Avalon Cable Holdings Finance Inc – ASSET EXCHANGE AGREEMENT (May 23rd, 2001)

1 EXHIBIT 10.30(a) ASSET EXCHANGE AGREEMENT DATED AS OF JANUARY 2, 2001 AMONG HOMETOWN TV, INC., ON THE ONE HAND AND CHARTER COMMUNICATIONS ENTERTAINMENT I, LLC, CHARTER CABLE PARTNERS, LLC, ON THE OTHER HAND 2 ASSET EXCHANGE AGREEMENT THIS ASSET EXCHANGE AGREEMENT (the "Agreement") is made as of January 2, 2001, by and between Hometown TV, Inc. ("PARTY A") and each of Charter Communications Entertainment I, LLC and Charter Cable Partners, LLC (collectively, "PARTY B"), with reference to the following facts and circumstances: RECITALS A. PARTY A o

Avalon Cable Holdings Finance Inc – ASSET EXCHANGE AGREEMENT (May 23rd, 2001)

1 EXHIBIT 10.30(b) ASSET EXCHANGE AGREEMENT DATED AS OF JANUARY 2, 2001 AMONG CHARTER VIDEO ELECTRONICS, INC., ON THE ONE HAND AND CHARTER CABLE PARTNERS, LLC, CHARTER COMMUNICATIONS VI, LLC, ON THE OTHER HAND 2 ASSET EXCHANGE AGREEMENT THIS ASSET EXCHANGE AGREEMENT (the "Agreement") is made as of January 2, 2001, by and between Charter Video Electronics, Inc. ("PARTY A") and each of Charter Cable Partners, LLC and Charter Communications VI, LLC (collectively, "PARTY B"), with reference to the following facts and circumstances: RECITALS A. PARTY A owns and

Avalon Cable Holdings Finance Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT (March 30th, 2001)

1 EXHIBIT 10.17 $1,450,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT CC VIII OPERATING, LLC, as Borrower CC VIII HOLDINGS, LLC, as Guarantor TD SECURITIES (USA) INC. and CHASE SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers THE CHASE MANHATTAN BANK, as Syndication Agent TORONTO DOMINION (TEXAS), INC., as Administrative Agent BANK OF NOVA SCOTIA, THE BANK OF NEW YORK, INC. and FIRSTAR BANK, N.A., as Documentation Agents Dated as of February 2, 1999, as Amended and Restated as of January 2, 2001 2

Avalon Cable Holdings Finance Inc – SUPPLEMENTAL INDENTURE (May 28th, 1999)

EXHIBIT 4.2 SUPPLEMENTAL INDENTURE ---------------------- SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of March 26, 1999, by and among Avalon Cable LLC, a Delaware limited liability company ("Avalon LLC"), Avalon Cable of Michigan Holdings, Inc., a Delaware corporation ("Michigan Holdings"), Avalon Cable Holdings Finance, Inc., a Delaware corporation ("Avalon Finance"), Avalon Cable of Michigan, Inc., a Pennsylvania corporation ("Avalon Michigan Inc."), and The Bank of New York, a New York banking corporation, as trustee under the indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, Avalon LLC, Michigan Holdings and Avalon Finance have heretofore executed and delivered to the Trustee an indenture (the "Indenture") dated as of December 10, 1998 providing for the iss

Avalon Cable Holdings Finance Inc – PURCHASE AGREEMENT (May 28th, 1999)

EXHIBIT 4.3 EXECUTION COPY $196,000,000 AVALON CABLE LLC AVALON CABLE OF MICHIGAN HOLDINGS, INC. AVALON CABLE HOLDINGS FINANCE, INC. 11 7/8% Senior Discount Notes due 2008 PURCHASE AGREEMENT ------------------ December 3, 1998 LEHMAN BROTHERS INC. BARCLAYS CAPITAL INC. c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Sirs: Avalon Cable LLC, a Delaware limited liability company ("Avalon Holdings"), Avalon Cable of Michigan Holdings, Inc., a Delaware corporation ("Michigan Holdings" and, together with Avalon Holdings, the "Companies"), Avalon Cable

Avalon Cable Holdings Finance Inc – REGISTRATION RIGHTS AGREEMENT (May 28th, 1999)

EXHIBIT 4.4 ________________________________________________________________________________ ________________________________________________________________________________ REGISTRATION RIGHTS AGREEMENT Dated as of December 10, 1998 Among AVALON CABLE LLC AVALON CABLE OF MICHIGAN HOLDINGS, INC. AVALON CABLE HOLDINGS FINANCE, INC. as Issuers and LEHMAN BROTHERS INC. BARCLAYS CAPITAL as Initial Purchasers ________________________________________________________________________________ ________________________________________________________________________________