1 EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 12th, 2000 • On Command Corp • Cable & other pay television services • Delaware
ON COMMAND CORPORATION AMENDMENT NO. 1On Command Corp • April 30th, 2001 • Cable & other pay television services • New York
BY AND AMONGCredit Agreement • April 30th, 2001 • On Command Corp • Cable & other pay television services • New York
2 3 DATE"), Hilton may give notice to Ascent requesting Ascent to purchase all, but not less than all, of the Option Shares which Hilton still owns at the HH Notice Date, and within five (5) business days after the HH Notice Date Ascent shall purchase...Letter Agreement • October 4th, 1996 • On Command Corp • Cable & other pay television services • California
2.5. No Violation. None of the execution or delivery by the Company of this ------------ Agreement, the performance by the Company of its obligations hereunder, nor the consummation of the transactions contemplated hereby (i) has resulted or will...Preferred Stock Purchase Agreement • July 17th, 2001 • On Command Corp • Cable & other pay television services
BETWEENSublease Agreement • March 31st, 1997 • On Command Corp • Cable & other pay television services • Maryland
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 Corporation, a Delaware corporation (the...Employment Agreement • March 29th, 1999 • On Command Corp • Cable & other pay television services
ARTICLE I. DEFINITIONS.........................................3 ARTICLE II. TERM................................................3 ARTICLE III. PILOT...............................................4 ARTICLE IV. APPLICABILITY TO...Service Agreement • August 2nd, 2001 • On Command Corp • Cable & other pay television services • New York
EXHIBITS -------- A Installation Priority (Section 5.2) B Pay-Per-Usage Service Fee (Section 8.4) C Revenue Sharing (Section 8.6) D Taxes (Section 8.6) E-1 Basic Cable Channel Lineup (Section 9.2) E-2 Optional Expanded Cable Lineup E-3 Broadcast Lineup (Section 9.3) F Deliberately left blank G Termination Charges (Section 20.3) H Generation III Platform (Appendix) I Bundled Pricing for Pilot Hotels (Section 8.13)
1 EXHIBIT 10.10 --------------------------------------------------------------- ----------------- STANDARD FORM LEASE ----------------------------------------- --------------------------------------- PARTIES: This Lease, executed in duplicate at...On Command Corp • March 31st, 1997 • Cable & other pay television services • California
1 EXHIBIT 4(e) ON COMMAND CORPORATION 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN DIRECTORS NONQUALIFIED STOCK OPTION GRANT This Stock Option Grant (this "GRANT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT")...Stock Award Agreement • August 8th, 1997 • On Command Corp • Cable & other pay television services • California
3 4 Committee as the basis for establishing the bonus standards for the Executive for such year with such reasonable modifications as the Compensation Committee may reasonably determine and which are consistent with this Agreement. In addition, in...Employment Agreement • October 4th, 1996 • On Command Corp • Cable & other pay television services • California
Exhibit 4(g) ON COMMAND CORPORATION 1997 NON-EMPLOYEE DIRECTORS STOCK PLAN DIRECTORS NONQUALIFIED STOCK OPTION GRANT This Stock Option Grant (this "GRANT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and...Stock Option Grant • March 29th, 2000 • On Command Corp • Cable & other pay television services • California
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, a Delaware corporation (the...Employment Agreement • March 29th, 1999 • On Command Corp • Cable & other pay television services
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 16th, 2003 • On Command Corp • Cable & other pay television services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of this 9th day of September, 2003, by and among Liberty Media Corporation, a Delaware corporation ("Parent"), ONCO Acquisition Co., a Delaware corporation ("Merger Sub"), and On Command Corporation, a Delaware corporation (the "Company").
SUBORDINATION AGREEMENTSubordination Agreement • October 2nd, 2003 • On Command Corp • Cable & other pay television services • New York
THIS SUBORDINATION AGREEMENT (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and dated as of September 30, 2003, by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), and ON COMMAND CORPORATION, a Delaware corporation (“Borrower”), in favor of the Senior Creditors (as defined below).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 17, 2003 BY AND AMONG ON COMMAND CORPORATION, AS THE BORROWER, THE LENDERS PARTY THERETO, TORONTO DOMINION (TEXAS), INC. AND FLEET NATIONAL BANK, AS THE DOCUMENTATION AGENTS BANK OF AMERICA,...Credit Agreement • April 25th, 2003 • On Command Corp • Cable & other pay television services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as the same may be amended, supplemented, modified, substituted, increased, replaced or extended from time to time, this "Agreement"), dated as of April 17, 2003, by and among ON COMMAND CORPORATION, a Delaware corporation (the "Borrower"), the Lenders (as defined in Section 1.1), TORONTO DOMINION (TEXAS), INC. and FLEET NATIONAL BANK, as the documentation agents (in such capacity, the "Documentation Agents"), BANK OF AMERICA, N.A., as the syndication agent (in such capacity, the "Syndication Agent"), and THE BANK OF NEW YORK, as the Issuing Bank (as defined in Section 1.1), and as the administrative agent (in such capacity, the "Administrative Agent") for the Lenders.
1 EXHIBIT 10.2 NOTE: THIS DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933. PORTIONS OF THIS DOCUMENT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN REDACTED AND ARE...Services National Agreement • October 4th, 1996 • On Command Corp • Cable & other pay television services • Illinois
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 27th, 2002 • On Command Corp • Cable & other pay television services • Colorado
THIS SEPARATION AND RELEASE AGREEMENT dated as of April 25, 2001 ("this Agreement"), is entered into between Jerome H. Kern ("Executive") and On Command Corporation (the "Company").
ON COMMAND CORPORATION AMENDMENT NO. 4On Command Corp • July 2nd, 2003 • Cable & other pay television services • New York
AMENDMENT NO. 4 (this "Amendment"), dated as of June 27, 2003, to the Credit Agreement, dated as of July 18, 2000, by and among ON COMMAND CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party thereto, TORONTO DOMINION (TEXAS), INC. and FLEET NATIONAL BANK, as the Documentation Agents, BANK OF AMERICA, N.A., as the Syndication Agent, THE BANK OF NEW YORK COMPANY, INC., as the Swingline Lender, and THE BANK OF NEW YORK, as the Issuing Bank and as the Administrative Agent for the Lenders thereunder (as amended by Amendment No. 1, dated as of March 27, 2001, Amendment No. 2, dated as of November 14, 2001, and Amendment No. 3, dated as of March 28, 2003, the "Credit Agreement").
CONTENT PREPARATION AND DISTRIBUTION SERVICES AGREEMENT by and between ASCENT MEDIA GROUP, INC. and ON COMMAND VIDEO CORPORATION dated as of March 24, 2003 Ascent Media Group and On Command Video Corporation Confidential InformationPreparation and Distribution Services Agreement • May 15th, 2003 • On Command Corp • Cable & other pay television services • California
This Content Preparation and Distribution Services Agreement (this “Agreement”), dated as of March 24, 2003 (the “Effective Date”), is by and between Ascent Media Group, Inc., a Delaware corporation with offices at 520 Broadway, 5th Floor, Santa Monica, CA 90401 (“Ascent”), and On Command Video Corporation, a Delaware corporation, with offices at 4610 South Ulster Street, 6th Floor, Denver, CO 80237 (“OCV”). “Party” means each party individually, and “Parties” means OCV and Ascent.
1 EXHIBIT 10.4 NOTE: THIS DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933. PORTIONS OF THIS DOCUMENT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN REDACTED AND ARE...On Command Corp • October 4th, 1996 • Cable & other pay television services • California
ON COMMAND CORPORATION AMENDMENT NO. 2On Command Corp • March 27th, 2002 • Cable & other pay television services • New York
AMENDMENT NO. 2 (this "Amendment"), dated as of November 14, 2001, to the Credit Agreement, dated as of July 18, 2000, by and among ON COMMAND CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party thereto, TORONTO DOMINION (TEXAS), INC. and FLEET NATIONAL BANK, as the Documentation Agents, BANK OF AMERICA, N.A., as the Syndication Agent, THE BANK OF NEW YORK COMPANY, INC., as the Swingline Lender, and THE BANK OF NEW YORK, as the Issuing Bank and as the Administrative Agent for the Lenders thereunder, as amended by Amendment No. 1, dated as of March 27, 2001 (the "Credit Agreement").
RECITALSEmployment and Consulting Agreement • October 4th, 1996 • On Command Corp • Cable & other pay television services • California
1 EXHIBIT 10.3 NOTE: THIS DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933. PORTIONS OF THIS DOCUMENT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN REDACTED AND ARE...Spectramax National Agreement • October 4th, 1996 • On Command Corp • Cable & other pay television services • Illinois
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • March 27th, 2002 • On Command Corp • Cable & other pay television services • Delaware
This Preferred Stock Purchase Agreement (this "Agreement") is made and entered into on March 5, 2001 by and among On Command Corporation, a Delaware corporation (the "Company"), and Ascent Entertainment Group, Inc., a Delaware corporation ("Buyer").
ON COMMAND CORPORATION — MARRIOTT INTERNATIONAL SERVICE AGREEMENTMarriott International Service Agreement • October 24th, 2003 • On Command Corp • Cable & other pay television services • New York
THIS SERVICE AGREEMENT (this “Agreement”) is entered into as of this 21st day of March, 2001 (“Effective Date”) between On Command Corporation (“OCC”), a Delaware corporation, with offices at 7900 E. Union Avenue, Denver, CO 80237, and Marriott International, Inc., a Delaware corporation with offices at 10400 Fernwood Road, Bethesda, Maryland, 20817, on behalf of itself and its majority-owned or controlled affiliates (“Marriott”), sets forth the terms for the provision of services to guests of the hotels covered by this Agreement through an OCC supplied system and related materials.
ON COMMAND CORPORATION AMENDMENT NO. 3On Command Corp • April 3rd, 2003 • Cable & other pay television services • New York
AMENDMENT NO. 3 (this "Amendment"), dated as of March 28, 2003, to the Credit Agreement, dated as of July 18, 2000, by and among ON COMMAND CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party thereto, TORONTO DOMINION (TEXAS), INC. and FLEET NATIONAL BANK, as the Documentation Agents, BANK OF AMERICA, N.A., as the Syndication Agent, THE BANK OF NEW YORK COMPANY, INC., as the Swingline Lender, and THE BANK OF NEW YORK, as the Issuing Bank and as the Administrative Agent for the Lenders thereunder (as amended by Amendment No. 1, dated as of March 27, 2001, and Amendment No. 2, dated as of November 14, 2001, the "Credit Agreement").
ON COMMAND CORPORATION AMENDMENT NO. 1Credit Agreement • July 2nd, 2003 • On Command Corp • Cable & other pay television services • New York
AMENDMENT NO. 1 (this "Amendment"), dated as of June 27, 2003, to the Amended and Restated Credit Agreement, dated as of April 17, 2003, by and among ON COMMAND CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party thereto, TORONTO DOMINION (TEXAS), INC. and FLEET NATIONAL BANK, as the Documentation Agents, BANK OF AMERICA, N.A., as the Syndication Agent, and THE BANK OF NEW YORK, as the Issuing Bank and as the Administrative Agent for the Lenders thereunder (the "Credit Agreement").
