Exhibit 4.18 ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement"), dated as of July 7, 1998, among U.S. Trust Company of Texas, N.A., as escrow agent (in such capacity, the "Escrow Agent"), U.S. Trust Company of Texas, N.A., as Trustee (in such...Escrow Agreement • July 20th, 1998 • Optel Inc • Cable & other pay television services • New York
OPTEL, INC. $200,000,000 11-1/2% Senior Notes Due 2008Purchase Agreement • July 20th, 1998 • Optel Inc • Cable & other pay television services • New York
OPTION AGREEMENT OPTION AGREEMENT, dated as of February 14, 1997 (the "Agreement"), between TVMAX TELECOMMUNICATIONS, INC., a Delaware corporation ("TVMAX"), and TRANSMISSION HOLDINGS, INC., a Delaware corporation ("THI"). R E C I T A L S:...Option Agreement • April 10th, 1997 • Optel Inc • New York
Section 2. Exchange of Warrant Certificate. Any Warrant ------------------------------- certificate may be exchanged for another certificate or certificates entitling the Warrantholder to purchase a like aggregate number of Shares as the certificate...Warrant Agreement • November 26th, 1997 • Optel Inc • Cable & other pay television services • Texas
UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 1999 • Optel Inc • Cable & other pay television services • New York
R E C I T A L SSettlement Agreement • April 10th, 1997 • Optel Inc • New York
WARRANT AGREEMENT THIS WARRANT AGREEMENT (the "Agreement"), dated as of September 1, 1996, is made and entered into by and among Optel, Inc., a Delaware corporation (the "Company"), and James A. Kofalt (the "Warrantholder"). This Agreement is being...Warrant Agreement • April 10th, 1997 • Optel Inc • Texas
THE WARRANT EVIDENCED HEREBY AND THE UNITS OF LIMITED PARTNERSHIP INTEREST ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR PURSUANT TO THE SECURITIES OR "BLUE SKY"...Stock Purchase Agreement • April 10th, 1997 • Optel Inc • California
ARTICLE I. BASIC TERMS; DEFINITIONSLease Agreement • April 10th, 1997 • Optel Inc
OPTEL, INCPurchase Agreement • May 20th, 1999 • Optel Inc • Cable & other pay television services • New York
1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of April 15, 1999, by and between OPTEL, INC., a Delaware corporation (the "Company"), and BERTRAND BLANCHETTE ("Executive"). W I T N E S S E T H : WHEREAS, Executive is...Employment Agreement • May 19th, 1999 • Optel Inc • Cable & other pay television services • Texas
ASSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT, dated as of February 14, 1997 (the "Agreement"), among TVMAX TELECOMMUNICATIONS, INC., a Delaware corporation ("TVMAX"), SUNSHINE TELEVISION ENTERTAINMENT, INC., a Florida corporation ("Sunshine"), RICHEY...Assignment Agreement • April 10th, 1997 • Optel Inc • New York
VPC"); AND: CAPITAL COMMUNICATIONS CDPQ INC., a Quebec company ("CDPQ"); AND: OPTEL, INC., a Delaware corporation (the "Corporation").Stockholders Agreement • February 17th, 1998 • Optel Inc • Cable & other pay television services • New York
WITNESSETH:Lease • April 10th, 1997 • Optel Inc
1 EXHIBIT 10.17 SEPARATION AGREEMENT THIS AGREEMENT (the "Agreement") made and entered into effective as of July 11, 1997, by and between OpTel, Inc., a Delaware corporation with its principal office at 1111 W. Mockingbird Lane, Dallas, Texas 75247...Separation Agreement • June 5th, 1998 • Optel Inc • Cable & other pay television services • Texas
1 EXHIBIT 2.1 PURCHASE AGREEMENTPurchase Agreement • June 5th, 1998 • Optel Inc • Cable & other pay television services • New York
INDENTUREIndenture • April 10th, 1997 • Optel Inc • New York
EXHIBIT 10.15 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of April 15, 1999, by and between OPTEL, INC., a Delaware corporation (the "Company"), and LYNN R. ZERA ("Executive"). W I T N E S S E T H : WHEREAS, Executive is currently...Employment Agreement • May 19th, 1999 • Optel Inc • Cable & other pay television services • Texas
RECITALSRegistration Rights Agreement • April 10th, 1997 • Optel Inc • New York
1 EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of April 15, 1999, by and between OPTEL, INC., a Delaware corporation (the "Company"), and MICHAEL E. KATZENSTEIN ("Executive"). W I T N E S S E T H : WHEREAS, Executive is...Employment Agreement • May 19th, 1999 • Optel Inc • Cable & other pay television services • Texas
RECITALS:Registration Rights Agreement • June 5th, 1998 • Optel Inc • Cable & other pay television services • New York
1 EXHIBIT 10.7 ================================================================ ================ STOCKHOLDERS AGREEMENTStockholders Agreement • June 5th, 1998 • Optel Inc • Cable & other pay television services • New York
OPTEL, INC. 225,000 Units consisting of $225,000,000 13% Senior Notes Due 2005 andPurchase Agreement • April 10th, 1997 • Optel Inc • New York
INTRODUCTIONTrademark License Agreement • May 19th, 1999 • Optel Inc • Cable & other pay television services • Colorado
OPTEL, INC. 11-1/2% SENIOR NOTES DUE 2008Optel Inc • July 20th, 1998 • Cable & other pay television services • New York
R E C I T A L SAgreement • April 10th, 1997 • Optel Inc • Delaware
SWBT/OPTEL AGREEMENT TAB 1 APPENDICES 800 TAB 2 911 - TEXAS TAB 3 AIN TAB 4 BCR TAB 5 CH TAB 6 CNAM TAB 7 DA TAB 8 DCO TAB 9 FGA TAB 10 HOST TAB 11 ITR TAB 12 LIDB-AS TAB 13 LIDB-V TAB 14 OS TAB 15 OSS TAB 16 PORT TAB 17 TP TAB 18 RECORD TAB 19 RESALE...Interconnection Agreement • November 26th, 1997 • Optel Inc • Cable & other pay television services • Texas
OPTEL, INC., as Issuer and U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee INDENTURE Dated as of July 7, 1998 $200,000,000 11-1/2% Senior Notes Due 2008 11-1/2% Senior Notes Due 2008, Series BOptel Inc • July 20th, 1998 • Cable & other pay television services • New York
Exhibit 4.3 ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement"), dated as of February 14, 1997, among U.S. Trust Company of Texas, N.A., as escrow agent (in such capacity, the "Escrow Agent"), U.S. Trust Company of Texas, N.A., as Trustee (in...Escrow Agreement • April 10th, 1997 • Optel Inc • New York
EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of April 15, 1999, by and between OPTEL, INC., a Delaware corporation (the "Company"), and STEPHEN R. DUBE ("Executive"). W I T N E S S E T H: WHEREAS, Executive is currently...Employment Agreement • May 19th, 1999 • Optel Inc • Cable & other pay television services • Texas
iii) cash balances (excluding amounts held in the Holdings Senior Note Escrow Account but including amounts held in the AXEL Excess Proceeds Account) of Holdings and its Subsidiaries in excess of $10,000,000 as of the date of determination and plus".Credit Agreement • June 5th, 1998 • Optel Inc • Cable & other pay television services • New York
ANDCommon Stock Registration Rights Agreement • April 10th, 1997 • Optel Inc • New York
1 EXHIBIT 10.16 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), dated as of April 15, 1999, by and between OPTEL, INC., a Delaware corporation (the "Company"), and LOUIS BRUNEL ("Executive"). W I T N E S S E T H: WHEREAS, Executive is currently...Employment Agreement • May 19th, 1999 • Optel Inc • Cable & other pay television services • Texas
1 EXHIBIT 10.27 =============================================================== ================= CREDIT AGREEMENT DATED AS OF DECEMBER 19, 1997Credit Agreement • June 5th, 1998 • Optel Inc • Cable & other pay television services • New York
AMENDMENT NUMBER ONE TO THE PURCHASE AGREEMENTThe Purchase Agreement • June 5th, 1998 • Optel Inc • Cable & other pay television services • Texas
