THE TERMS REGARDING THE SUBJECT
MATTER HEREOF, AND SHALL SUPERSEDE ALL PRIOR OR
2
contemporaneous written or oral representations, understandings, and
communications relating thereto.
The terms and conditions of this Agreement
shall not be varied, supplemented, waived, qualified, modified, or interpreted
by any prior or subsequent course of dealing between the parties, failure, or
delay to enforce any rights hereunder, or by any usage of trade or manner other
than by a subsequent writing signed by authorized representatives of both
Parties.
6.
THE BANKRUPTCY COURT SHALL RETAIN
EXCLUSIVE JURISDICTION TO ENFORCE THE TERMS OF THIS AGREEMENT AND TO DECIDE ANY
CLAIMS OR DISPUTES WHICH MAY ARISE OR RESULT FROM, OR BE CONNECTED WITH, THIS
AGREEMENT DURING THE PENDENCY OF THE TELCOVE CASES AND THE ACC CASES.
7.
THIS AGREEMENT HAS BEEN FULLY
NEGOTIATED BETWEEN AND JOINTLY DRAFTED BY THE PARTIES.
8.
THIS AGREEMENT SHALL NOT BE CONSTRUED
AS A RELEASE OF ANY RIGAS PERSON, IN SUCH PERSON'S CAPACITY AS AN AFFILIATE, OR
OTHERWISE, FROM ANY CLAIMS.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "RIGAS
PERSON" SHALL BE DEFINED TO MEAN: DORIS RIGAS, JAMES RIGAS, JOHN RIGAS, MICHAEL
RIGAS, TIMOTHY RIGAS, ELLEN RIGAS VENETIS, PETER VENETIS, JAMES BROWN, COLIN
HIGGIN, MICHAEL MULCAHEY, TIMOTHY WERTH, DORELLENIC CABLE PARTNERS, HIGHLAND
2000, LLC, HIGHLAND 2000, LP, HIGHLAND COMMUNICATIONS, LLC, HIGHLAND HOLDINGS
II, GP, HIGHLAND HOLDINGS, GP, HIGHLAND PREFERRED COMMUNICATIONS 2001, LLC,
ILIAD HOLDINGS, INC., NCAA HOLDINGS, INC., DORIS HOLDINGS, L.P., HIGHLAND PREF.
COMMUNICATIONS, LLC, COUDERSPORT TELEVISION CABLE COMPANY, COUDERSPORT THEATRE,
DEBAIRE DESIGNS, ELENI INTERIORS, INC., ERGOARTS, INC., HIGHLAND PRESTIGE
GEORGIA, INC., HIGHLAND VIDEO ASSOCIATES, LP, HILTON HEAD COMMUNICATIONS, LP,
NIAGARA FRONTIER HOCKEY, LP, SONGCATCHER FILMS, LLC, WENDING CREEK 3656, LLC,
WENDING CREEK FARMS, INC., RIGAS ENTERTAINMENT, LTD., ISLAND PARTNERS, INC.,
ROUMALI, INC., GRISTMILL PROPERTIES, INC., SYRACUSE-HILTON HEAD HOLDINGS, LP AND
ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY,
ASSOCIATION, TRUST, JOINT VENTURE, UNINCORPORATED ORGANIZATION OR OTHER ENTITY
CONTROLLED (AS DEFINED BELOW) BY A RIGAS PERSON, AND ANY OF THEIR COLLECTIVE
SUCCESSORS, ASSIGNS, TRANSFEREES, OR HEIRS.
FOR PURPOSES OF THIS PROVISION, THE
TERM "CONTROL" SHALL MEAN THE POSSESSION, DIRECT OR INDIRECT, OF THE POWER TO
DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF A RIGAS PERSON,
WHETHER THROUGH THE OWNERSHIP OF STOCK, AS TRUSTEE OR EXECUTOR, BY CONTRACT OR
CREDIT ARRANGEMENT OR OTHERWISE.
9.
THIS AGREEMENT MAY BE EXECUTED IN TWO
OR MORE COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective authorized representatives.
ACC PARTIES:
TELCOVE PARTIES:
ADELPHIA COMMUNICATIONS CORPORATION
ADELPHIA BUSINESS SOLUTIONS, INC., d/b/a
TELCOVE
By:
/s/ Joe W. Bagan
By:
/s/ Robert E. Guth
Joe W. Bagan, Senior Vice President &
Chief Administrative Officer
Robert E. Guth, President & Chief
Executive Officer
EACH OF THE ACC PARTIES LISTED ON
SCHEDULE A HERETO
EACH OF THE TELCOVE PARTIES LISTED ON
SCHEDULE B HERETO
By:
/s/ Joe W. Bagan
By:
/s/ Robert E. Guth