WITNESSETH:Registration Rights Agreement • December 3rd, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.11 CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of March 8, 1999 between TELE-COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and LARRY E. ROMRELL, now residing at (*Address Redacted*) ("Consultant"). Effective as of...Consulting Agreement • March 15th, 1999 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Colorado
VOTING AGREEMENTVoting Agreement • January 28th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
Form of] MANAGEMENT AGREEMENT --------------------Management Agreement • June 18th, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
BETWEENLoan and Security Agreement • February 25th, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Colorado
Form of] OPTION AGREEMENT ----------------Option Agreement • June 18th, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
AMONG AT&T CORP.,Agreement and Plan of Merger • January 28th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
AMONGAgreement and Plan of Merger • December 22nd, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER between TELE-COMMUNICATIONS, INC. and TCI COMMUNICATIONS, INC. Dated as of January 12, 1999 ===============================================================================Agreement and Plan of Merger • March 11th, 1999 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
SECTION 3.1 Liberty Board Representation.................................. 12 SECTION 3.2 Certain Restrictions.......................................... 12 SECTION 3.3 Voting on Certain Matters..................................... 13 SECTION 3.4...Stockholders Agreement • February 24th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 7(a) ------------------------------------------------------------------ -------------- ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 27th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
June 10, 1998 United Video Satellite Group, Inc. 7140 S. Lewis Avenue Tulsa, Oklahoma 74136-5422 Attention: Peter C. Boylan III President and Chief Operating Officer Gentlemen: This letter agreement (the "Agreement", which term includes the Annexes...Letter Agreement • July 13th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • New York
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 27th, 1996 • Tele Communications Inc /Co/
CONFORMED COPY] AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 24th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
1 EXHIBIT (5) AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • October 23rd, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Colorado
EXHIBIT 10.47 7/23/97 TCOMA AMENDMENT TO AGREEMENT This Amendment to Agreement is made as of the 1st day of March, 1999, and amends the Non-Qualified Stock Option and Stock Appreciation Rights Agreement, dated as of July 23, 1997 (the "Agreement"),...Agreement • March 15th, 1999 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone)
2 3 registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration...Tele Communications Inc /Co/ • January 3rd, 1996 • Cable & other pay television services • Delaware
BY AND AMONGAgreement and Plan of Merger • October 13th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
RECITALSContribution Agreement • October 23rd, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Colorado
andAt&t Broadband LLC • March 10th, 2000 • Telephone communications (no radiotelephone) • New York
THE BANK OF NEW YORK One Wall Street New York, New York 10286 THE BANK OF NEW YORK COMPANY, INC. One Wall Street New York, New York 10286 BNY CAPITAL MARKETS, INC. One Wall Street New York, New York 10286Tele Communications Inc /Co/ • June 17th, 1998 • Telephone communications (no radiotelephone)
1 EXHIBIT 10.10 CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of March 11, 1995, between TELECOMMUNICATIONS, INC., a Delaware corporation (the "Company"), and J. C. SPARKMAN, now residing at 2530 South Dudley Street, Lakewood, Colorado 80227...Consulting Agreement • March 28th, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Colorado
EXHIBIT 7(b) ADELPHIA COMMUNICATIONS CORPORATION REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT, made as of the 30th day of September, 1998, by and among TCI DEVELOPMENT CORPORATION, a Colorado corporation ("TCI"), and ADELPHIA COMMUNICATIONS...Registration Rights Agreement • October 13th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
Execution Copy STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of March 4, 1998, by and among Cablevision Systems Corporation, a Delaware corporation (including any successor pursuant to this Agreement, the...Stockholders Agreement • March 6th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
September 11, 1997 Robert L. Johnson 2915 Audubon Terrace, N.W. Washington, D.C. 20018 Dear Mr. Johnson: This letter agreement (this "Agreement") confirms the agreement between Robert L. Johnson ("Johnson", which term shall include any entity formed...Letter Agreement • December 31st, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of June 23, 1998, between TELE-COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and Leo J. Hindery, Jr. ("Executive"). This Agreement is intended to set forth the terms...Employment Agreement • August 14th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Colorado
ARTICLE I PURCHASE AND SALE 1.1 Sale of Stock......................................................... 2 1.2 Purchase of Stock..................................................... 3 1.3 Tax...Stock Purchase Agreement • July 13th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Colorado
1.1 SALE AND ISSUANCE OF COMMON STOCK. Subject to the terms and --------------------------------- conditions of this Agreement, the Investor agrees to purchase and ACTV agrees to sell and issue to the Investor (i) 2,500,000 shares (the "Shares") of...Securities Purchase Agreement • September 30th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • New York
CONFORMED COPY] FOURTH AMENDED AND RESTATED JOINT FILING AGREEMENT FOURTH AMENDED AND RESTATED JOINT FILING AGREEMENT, dated as of February 23, 1998, by and among Tele-Communications, Inc., a Delaware corporation, Barry Diller, Universal Studios,...Joint Filing Agreement • February 24th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone)
EXHIBIT 99.17(c)(1) JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of September 12, 1997, by and between Tele-Communications, Inc., a Delaware corporation, and Robert L. Johnson. WHEREAS, each of the parties hereto beneficially owns shares,...Joint Filing Agreement • May 4th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone)
andTele Communications Inc /Co/ • March 11th, 1999 • Telephone communications (no radiotelephone) • New York
2 3 (d) evidence satisfactory to the Company Board that Grantee is validly and simultaneously exercising the same proportion of the stock option granted to him by TCI Wireline, Inc. pursuant to that certain option agreement, dated as of the date...Agreement • March 28th, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
2 3 1. Right of First Refusal; Go Along Rights. Until January 5, 2010, Liberty IFE shall have the right to acquire (x) any shares of Class A Stock offered for sale or transfer by any holder of Class A Stock on the same terms and price as those shares...Shareholder Agreement • June 20th, 1997 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Virginia
1 EXHIBIT 10.54 [Form of Agreement] TCI.NET, INC. OPTION TO PURCHASE COMMON STOCK THIS AGREEMENT ("AGREEMENT") is made as of the 1st day of December, 1996, by and among TCI.NET, INC., a Delaware corporation (the "COMPANY"), [______________________]...Agreement • March 24th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.46 1998 PLAN TCOMA RESTRICTED STOCK TELE-COMMUNICATIONS, INC. 1998 INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT ("Agreement") is made as of the 1st day of March, 1999 (the "Grant Date"), by and between TELE-...Restricted Stock Award Agreement • March 15th, 1999 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
