Friendship Cable of Arkansas Inc Sample Contracts

Friendship Cable of Arkansas Inc – ASSET PURCHASE AGREEMENT, DATED AS OF OCTOBER 14, 1999, BY AND BETWEEN STAR (February 29th, 2000)

EXHIBIT 2 ASSET PURCHASE AGREEMENT, DATED AS OF OCTOBER 14, 1999, BY AND BETWEEN STAR CABLE ASSOCIATES AND UNIVERSAL CABLE HOLDINGS, INC., AND AMENDMENT NO. 1 THERETO, DATED FEBRUARY 16, 2000. ASSET PURCHASE AGREEMENT BY AND BETWEEN UNIVERSAL CABLE HOLDINGS, INC. AND STAR CABLE ASSOCIATES DATED AS OF OCTOBER 14, 1999 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . -1- 1.1AFFILIATE. . . . . . . . . . . . . . . . . . . . . . . . -1- 1.2ANNUALIZED EBITDA. . . . . . . . . . . . . . . . . . . . -1- 1.3INTENTIONALLY LEFT BLANK. . . . . . . . . . . . . . . . -2- 1.4ASSETS. . . . . . . . . . . . . . . . . . . . . .

Friendship Cable of Arkansas Inc – CLASSIC CABLE, INC. TO OFFER $175 MILLION IN SENIOR SUBORDINATED NOTES (February 9th, 2000)

EXHIBIT 99. CLASSIC CABLE, INC. TO OFFER $175 MILLION IN SENIOR SUBORDINATED NOTES AUSTIN, Texas, Feb. 2 /PRNewswire/ -- Classic Communications, Inc. (Nasdaq:CLSC), announced today that its wholly-owned subsidiary, Classic Cable, Inc., has commenced a private offering to qualified institutional buyers of $175 million in Senior Subordinated Notes due 2010. The terms of the offering have not been finalized. The securities being offered in the private offering will not be and have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. Classic intends to use the proceeds of the offering to fund a portion of the acquisition of Star Cable Associates (Star), currently expected to close before the end of February 2000, and to repay a portion of indebtedness under its senior credit facility. Classic Communications, Inc., based in Austin, Texas, h

Friendship Cable of Arkansas Inc – STOCKHOLDERS' AGREEMENT (August 13th, 1999)

1 STOCKHOLDERS' AGREEMENT dated as of July 28, 1999 among CLASSIC COMMUNICATIONS, INC., BRERA CLASSIC, LLC, and the additional parties named herein. 2 TABLE OF CONTENTS Page 1. Definitions.....................................................................................2 2. Restrictions On Transfer........................................................................9 2.1 General Restrictions.......................................................................9 2.2 Permitted Transfers.....

Friendship Cable of Arkansas Inc – 9 3/8% Series A Senior Subordinated Notes due 2009 (August 13th, 1999)

1 ------------------------------------------------------------------------------- CUSIP/CINS: 18272NAD4 9 3/8% Series A Senior Subordinated Notes due 2009 No. R-1 $149,935,000 CLASSIC CABLE, INC. promises to pay to Cede & Co. or registered assigns, the principal sum of One Hundred Forty Nine Million Nine Hundred Thirty Five Thousand Dollars on August 1, 2009. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 CLASSIC CABLE, INC. By: --------------------------------------- Name: Title: By: -------------------------

Friendship Cable of Arkansas Inc – EMPLOYMENT AGREEMENT (August 13th, 1999)

1 EMPLOYMENT AGREEMENT WITH J. MERRITT BELISLE THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of July 28, 1999, but is effective for all purposes as of the Commencement Date (as hereinafter defined), by and between CLASSIC COMMUNICATIONS, INC., a Delaware corporation, and CLASSIC CABLE, INC., a Delaware corporation (collectively, the "Employer"), and J. MERRITT BELISLE, residing at 3414 Tarlton Lane, Austin, Texas 78746 (the "Employee"). R E C I T A L S: The Employer recognizes the important contributions that the Employee has made to the Employer as an officer and key employee, as currently evidenced by an Employment Agreement, dated as of January 31, 1998 (the "1998 Agreement"), between the Employer, Classic Cable, Inc. and Employee. The Employer wishes to take steps to ensure that the Employer will conti

Friendship Cable of Arkansas Inc – EMPLOYMENT AGREEMENT (August 13th, 1999)

1 EMPLOYMENT AGREEMENT WITH STEVEN E. SEACH THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of July 28, 1999, but is effective for all purposes as of the Commencement Date (as hereinafter defined), by and between CLASSIC COMMUNICATIONS, INC., a Delaware corporation, and CLASSIC CABLE, INC., a Delaware corporation (collectively, the "Employer"), and STEVEN E. SEACH, residing at 10501 Coreopsis, Austin, Texas 78733 (the "Employee"). R E C I T A L S: The Employer recognizes the important contributions that the Employee has made to the Employer as an officer and key employee, as currently evidenced by an Employment Agreement, dated as of January 31, 1998 (the "1998 Agreement"), between the Employer, Classic Cable, Inc. and Employee. The Employer wishes to take steps to ensure that the Employer will continue to have the Employee's services

Friendship Cable of Arkansas Inc – REGISTRATION RIGHTS AGREEMENT (August 13th, 1999)

1 REGISTRATION RIGHTS AGREEMENT dated as of July 28, 1999 among CLASSIC COMMUNICATIONS, INC., BRERA CLASSIC, LLC, and the additional parties named herein. 2 TABLE OF CONTENTS Page ---- SECTION 1. DEFINITIONS 1.1 Capitalized Terms......................................................................2 1.2 Defined Terms.............................................

Friendship Cable of Arkansas Inc – 9 3/8% SENIOR SUBORDINATED NOTES DUE 2009 (August 13th, 1999)

1 EXECUTION COPY CLASSIC CABLE, INC. 9 3/8% SENIOR SUBORDINATED NOTES DUE 2009 ---------- PURCHASE AGREEMENT July 21, 1999 Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette Securities Corporation Merrill Lynch, Pierce, Fenner & Smith Incorporated As representatives of the several Purchasers named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: Classic Cable, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of $150.0 million principal amount of the 9 3/8% Senior Subordinated Notes due 2009 (t

Friendship Cable of Arkansas Inc – CREDIT AGREEMENT (August 13th, 1999)

1 EXECUTION COPY ================================================================ AMENDED AND RESTATED CREDIT AGREEMENT among CLASSIC CABLE, INC. as Borrower THE LENDERS PARTIES HERETO, GOLDMAN SACHS CREDIT PARTNERS L.P. as Lead Arranger and Syndication Agent and THE CHASE MANHATTAN BANK as Documentation Agent and UNION BANK OF CALIFORNIA, N.A. as Administrative Agent Dated as of July 28, 1999 ======================================

Friendship Cable of Arkansas Inc – FIRST SUPPLEMENTAL INDENTURE (August 13th, 1999)

1 CLASSIC CABLE, INC., as Issuer, the SUBSIDIARY GUARANTORS named herein, as Guarantors and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 28, 1999 to INDENTURE Dated as of July 29, 1998 between CLASSIC CABLE, INC., as Issuer the SUBSIDIARY GUARANTORS named therein, as Guarantors and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Trustee $125,000,000 9 7/8% SENIOR SUBORDIN

Friendship Cable of Arkansas Inc – EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (August 13th, 1999)

1 EXECUTION COPY CLASSIC CABLE, INC. 9 3/8% SENIOR SUBORDINATED NOTES DUE 2009 UNCONDITIONALLY GUARANTEED AS TO THE PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY EACH ENTITY LISTED ON SCHEDULE I HERETO ------------- EXCHANGE AND REGISTRATION RIGHTS AGREEMENT July 28,1999 Goldman, Sachs & Co. Merrill Lynch & Co. Donaldson, Lufkin & Jenrette As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Classic Cable, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the Purchasers