Preview of our top selling Asset Exchange Agreement
CSC Holdings - Asset Exchange Agreement, Dated 4/18/2000
(Exhibit 99.2)
EXECUTION COPY
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ASSET EXCHANGE AGREEMENT
DATED
AS OF APRIL 18, 2000
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TABLE OF CONTENTS
Page
Article 1. Definitions................................................... 2
1.01 Certain Definitions.......................... 2
1.02 Rules of Construction........................20
Article 2. Exchange of Assets; Cash Consideration.........................21
2.01 Exchange of Assets; Cash Consideration........21
2.02 Additional Deliveries.........................22
2.03 Estimated Adjustment Statements...............23
2.04 Holdings' Post-Closing Adjustment.............23
2.05 AT&T's Post-Closing Adjustment................25
2.06 Post-Closing Adjustment of Cash
Consideration.................................27
2.07 Assumption of Liabilities.....................28
2.08 Sales and Transfer Taxes......................28
2.09 Allocations...................................28
Article 3. Representations and Warranties of the Cablevision Entities.....29
3.01 Organization and Authority of the
Cablevision Entities..........................29
3.02 Legal Capacity; Approvals and Consents........29
3.03 Financial Statements..........................30
3.04 Changes in Operation..........................30
3.05 Tax Matters...................................30
3.06 Cablevision Assets............................31
3.07 CATV Business.................................32
3.08 Labor Contracts and Actions...................36
3.09 Employee Benefit Plans........................36
3.10 Contracts.....................................37
3.11 Legal and Governmental Proceedings and
Judgments.....................................37
3.12 Finders and Brokers...........................37
3.13 No Vote Required..............................37
Article 4. Representations and Warranties of the AT&T Parties.............37
4.01 Organization and Authority of the AT&T
Entities......................................38
4.02 Legal Capacity; Approvals and Consents........38
4.03 Financial Statements..........................39
4.04 Changes in Operation..........................39
4.05 Tax Matters...................................39
4.06 AT&T Assets...................................40
4.07 CATV Business.................................41
4.08 Labor Contracts and Actions...................44
4.09 Employee Benefit Plans........................44
4.10 Contracts.....................................45
4.11 Legal and Governmental Proceedings and
Judgments.....................................45
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4.12 Finders and Brokers...........................45
4.13 No Vote Required..............................45
4.14 AT&T Designated Subsidiary....................45
Article 5. Covenants Pending Closing......................................47
5.01 Business of the Cablevision Entities..........47
5.02 Business of the AT&T Entities.................50
5.03 AT&T Limitations Pending Closing of
AT&T/MediaOne Merger..........................52
5.04 Rebuild of AT&T CATV Systems..................53
5.05 Access to Information.........................54
5.06 Upgrade Remedies..............................55
Article 6. Deliveries at Closing..........................................55
6.01 Deliveries by Holdings........................55
6.02 Deliveries by AT&T............................56
Article 7. Conditions to the Obligations of the AT&T Parties..............57
7.01 Waiting Period; Receipt of Consents...........57
7.02 Authority.....................................57
7.03 Performance...................................57
7.04 Absence of Breach of Warranties and
Representations...............................57
7.05 No Cablevision Material Adverse Change........58
7.06 Absence of Proceedings........................58
7.07 FIRPTA Certificate............................58
7.08 MediaOne Closing..............................58
Article 8. Conditions to the Obligations of the Cablevision Entities......58
8.01 Waiting Period; Receipt of Consents...........58
8.02 Authority.....................................59
8.03 Performance...................................59
8.04 Absence of Breach of Representations and
Warranties....................................59
8.05 No AT&T Material Adverse Change...............59
8.06 Absence of Proceedings........................59
8.07 FIRPTA Certificate............................59
Article 9. Covenants......................................................60
9.01 Compliance with Conditions....................60
9.02 Compliance with HSR Act and Rules.............60
9.03 Applications for Assignment of Contracts or
CATV Instruments..............................61
9.04 Records and Related Matters...................61
9.05 Subscriber Billing Services and Call Center
Services......................................62
9.06 Covenant Not to Compete.......................62
9.07 Remaining Franchises..........................63
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Article 10. Survival of Representations, Warranties, Covenants and
Other Agreements; Indemnification..............................65
10.01 Survival of Representations, Warranties,
Covenants and Other Agreements................65
10.02 Indemnification by the Cablevision Sellers....65
10.03 Indemnification by the AT&T Sellers and the
AT&T Designated Subsidiary....................67
10.04 Third Party Claims............................68
Article 11. Further Assurances.............................................69
Article 12. Closing........................................................69
12.01 Closing.......................................69
12.02 Termination...................................69
12.03 Remedies Upon Default.........................70
Article 13. Miscellaneous..................................................70
13.01 Amendments; Waivers...........................70
13.02 Entire Agreement..............................70
13.03 Names.........................................71
13.04 Binding Effect; Assignment....................71
13.05 Construction; Counterparts....................72
13.06 Notices.......................................72
13.07 Expenses of the Parties.......................73
13.08 Non-Recourse..................................73
13.09 Third Party Beneficiary.......................74
13.10 Governing Law.................................74
13.11 Press Releases................................74
13.12 Severability..................................74
13.13 Late Payments.................................74
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EXHIBIT A - AT&T CATV Systems
EXHIBIT B - Cablevision CATV Systems
EXHIBIT C-1 - Cablevision Assumption Agreement-- Exchange 1
EXHIBIT C-2 - Cablevision Assumption Agreement-- Exchange 2
EXHIBIT D-1 - AT&T Assumption Agreement-- Exchange 1
EXHIBIT D-2 - AT&T Assumption Agreement-- Exchange 2
EXHIBIT E - Cablevision Bill of Sale and General Assignment
EXHIBIT F - AT&T Bill of Sale and General Assignment
EXHIBIT G - Form of Opinion of Cablevision's Counsel
EXHIBIT H - Form of Opinion of AT&T's Counsel
EXHIBIT I - Form of Supplement
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CABLEVISION'S DISCLOSURE SCHEDULE
Schedule 1.01(a) - CATV Licenses/Franchises
Schedule 1.01(b) - Excluded Assets
Schedule 1.01(c) - Permitted Encumbrances
Schedule 1.01(d) - 2000 Target Upgrade Miles and MDUs
Schedule 1.01(e) - Upgrade Specifications
Schedule 3.02 - Consents and Approvals
Schedule 3.04 - Changes in Operation
Schedule 3.05 - Tax Notices and Assessments
Schedule 3.06(b) - Real Property
Schedule 3.06(d) - Environmental Matters
Schedule 3.07(c) - Material Contracts
Schedule 3.07(d) - Notice of Claims or Purported Defaults in CATV
Instruments
Schedule 3.07(e) - Compliance with Communications Act and Documents not
filed with the FCC
Schedule 3.07(f) - Compliance with Copyright Act
Schedule 3.07(g) - Rate Complaints and Appeals of Rate Orders and Rate
Complaints
Schedule 3.07(h) - Section 626(c)(1) of Communications Act
Schedule 3.07(j) - Head-ends
Schedule 3.07(k) - Overbuilds
Schedule 3.07(l) - Condition of Tangible Personal Property
Schedule 3.09(a) - Employee Benefit Plans
Schedule 3.10 - Contracts in Default
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Schedule 3.11 - Legal Proceedings and Judgments
Schedule 5.01(h)(iii) - Rate Decreases
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AT&T'S DISCLOSURE SCHEDULE
Schedule 1.01(a) - CATV Licenses/Franchises
Schedule 1.01(b) - Excluded Assets
Schedule 1.01(c) - Permitted Encumbrances
Schedule 1.01(d) - 2000 Target Upgrade Miles and MDUs
Schedule 1.01(e) - Upgrade Specifications
Schedule 4.02 - Consents and Approvals
Schedule 4.04 - Changes in Operation
Schedule 4.05 - Tax Notices and Assessments
Schedule 4.06(b) - Real Property
Schedule 4.06(d) - Environmental Matters
Schedule 4.07(c) - Material Contracts
Schedule 4.07(d) - Notice of Claims or Purported Defaults in CATV
Instruments
Schedule 4.07(e) - Compliance with Communications Act and Documents not
filed with the FCC
Schedule 4.07(f) - Compliance with Copyright Act
Schedule 4.07(g) - Rate Complaints and Appeals of Rate Orders and Rate
Complaints
Schedule 4.07(h) - Section 626(c)(1) of the Communications Act
Schedule 4.07(j) - Head-ends
Schedule 4.07(k) - Overbuilds
Schedule 4.07(l) - Condition of Tangible Personal Property
Schedule 4.09 - Employee Benefit Plans
Schedule 4.10 - Contracts in Default
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Schedule 4.11 - Legal Proceedings and Judgments
Schedule 5.02(h)(iii) - Rate Decreases
OTHER
Schedule 1.01(f) - Engineering Firm List
Schedule 2.01(c) - Exchange of Assets
Schedule 7.07 - Cablevision FIRPTA Certificate
Schedule 8.07 - AT&T FIRPTA Certificate
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ASSET EXCHANGE AGREEMENT
This Asset Exchange Agreement (this "Agreement") is made and entered into as of April 18, 2000, by and among CSC Holdings, Inc., a Delaware corporation ("Holdings"), Cablevision of Brookline, L.P., a Delaware limited partnership ("CSC Brookline"), Cablevision of Boston, Inc., a Delaware corporation ("CSC Boston" and, together with CSC Brookline, the "Cablevision Sellers" and, together with CSC Brookline and Holdings, the "Cablevision Entities"), and AT&T Corp., a New York corporation ("AT&T").
R E C I T A L S
WHEREAS, upon consummation of the AT&T/MediaOne Merger, MediaOne of New York, Inc., a New York corporation ("AT&T Sub I" ), and MediaOne of Greater New York, Inc., a Rhode Island corporation ("AT&T Sub II" and, together with AT&T Sub I, the "AT&T Sellers" and, together with AT&T Sub I and AT&T, the "AT&T Entities"), will be indirect wholly owned subsidiaries of AT&T and will own and operate cable television systems serving the communities described in Exhibit A (the "AT&T CATV Systems").
WHEREAS, CSC Brookline and CSC Boston are subsidiaries of Holdings and own and operate cable television systems serving the communities described in Exhibit B (the "Cablevision CATV Systems").
WHEREAS, the boards of directors of Holdings, CSC Brookline, CSC Boston and AT&T have approved, and deem it advisable and in the best interests of their respective shareholders to consummate, the transactions contemplated hereby.
WHEREAS, this Agreement sets forth the terms and conditions on which the Cablevision Sellers will convey to the AT&T Sellers or the other AT&T Subsidiary designated by AT&T (the "AT&T Designated Subsidiary" and, collectively with the AT&T Entities, the "AT&T Parties") substantially all of the assets of the Cablevision CATV Systems and AT&T will cause the AT&T Sellers to convey to the Cablevision Sellers substantially all of the assets of the AT&T CATV Systems and AT&T will cause the AT&T Sellers or qualified intermediaries acting on behalf of the AT&T Sellers or the AT&T Designated Subsidiary to deliver to the Cablevision Sellers the Exchange 1 Cash Consideration and the Cablevision Sellers will deliver to the AT&T Sellers or the AT&T Designated Subsidiary the Exchange 2 Cash Consideration, in transactions intended to qualify, to the extent reasonably possible, as tax-free exchanges of like-kind assets under Section 1031 of the Code (collectively, the "Exchange Transaction").
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows, each intending to be legally bound as and to the extent herein provided.
1. DEFINITIONS.
1.01 Certain Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below:
Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is under common control with, or is controlled by, such Person; provided that, notwithstanding the foregoing, for all purposes of this Agreement and the other Transaction Documents, (i) neither Cablevision Systems Corporation nor any of its Subsidiaries shall be deemed to be an Affiliate of the AT&T Sellers or the AT&T Parties, (ii) neither AT&T nor any of its Subsidiaries shall be deemed to be an Affiliate of the Cablevision Sellers or the Cablevision Entities, and (iii) no member of the Liberty Media Group shall be deemed to be an Affiliate of the AT&T Sellers or the AT&T Parties. As used in this definition, "control" (including, with its correlative meanings, "controlling," "controlled by" and "under control with") will mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person (whether through the ownership of securities, or partnership or other ownership interest, by contract or otherwise).
Agreement means this Agreement and the Exhibits and Schedules attached hereto.
Appraiser has the meaning set forth in Section 2.09.
Asserted Claim has the meaning set forth in Section 10.04.
AT&T has the meaning set forth in the Preamble to this Agreement.
AT&T Actual Upgrade Capital Expenditures means actual capital expenditures made by the AT&T Sellers with respect to the AT&T CATV Systems in accordance with the AT&T Upgrade Specifications, for (a) coax feeder cable, (b) external drop cable, (c) MDU wiring, (d) active and passive field electronics and (e) construction of fiber overlay and nodes, in each case, made prior to Closing and as would be reflected as additions to fixed assets on the financial statements of the AT&T CATV Systems in accordance with GAAP.
AT&T Aerial Mileage Shortfall means the amount, if any, by which the number of actual aerial plant miles upgraded in the AT&T CATV Systems prior to Closing in accordance with the AT&T Upgrade Specifications, is less than the number of aerial plant miles planned to be upgraded in the AT&T CATV Systems during 2000, as shown in Schedule 1.01(d) of AT&T's Disclosure Schedule.
AT&T Assets means all of the properties, assets, privileges, rights, interests, claims and goodwill, real and personal, tangible and intangible, of every type and description of the AT&T Sellers, including, without limitation, each AT&T Seller's leasehold interests or rights to possession, whether owned or leased or otherwise possessed, primarily used or held for use in or necessary for the AT&T CATV Business, now in existence or hereafter acquired by an AT&T Seller prior to the Closing, including, without limitation, the AT&T CATV Instruments, the AT&T Equipment, the AT&T Real Property, the AT&T Contracts, the AT&T Inventory and the
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AT&T Intangible Property; provided that the AT&T Assets shall exclude the AT&T Excluded Assets and any assets disposed of prior to the Closing in the usual and ordinary course of business and not in violation of this Agreement.
AT&T Assumed Liabilities means (a) those obligations, liabilities and commitments accruing after the Closing Date under or with respect to the Cablevision Assets assigned and transferred to the AT&T Sellers or the AT&T Designated Subsidiary, as applicable, at the Closing; (b) other obligations and liabilities of the Cablevision Sellers only to the extent that such obligations and liabilities constituted Cablevision Current Liabilities in calculating Cablevision Working Capital; and (c) all other obligations and liabilities accruing and relating to periods after the Closing Date and arising out of the AT&T Sellers' or the AT&T Designated Subsidiary's ownership, use or operation of the Cablevision Assets after the Closing Date, except to the extent that such obligations or liabilities relate to any Cablevision Excluded Asset.
AT&T Assumption Agreements means the AT&T Assumption Agreements attached as Exhibits D-1 and D-2 hereto.
AT&T Benefit Plans has the meaning set forth in Section 4.09(a).
AT&T CATV Business means the CATV business presently owned and operated by the AT&T Sellers, which consists of the transmission, distribution and local origination of audio and video signals over the AT&T CATV Systems.
AT&T CATV Instruments means (a) all franchises or ordinances granted to the AT&T Sellers with respect to the AT&T CATV Business by any Governmental Authority listed in Schedule 1.01(a) of AT&T's Disclosure Schedule; (b) all permits for wire crossings over or under highways, railroads, and other property; (c) all construction permits and certificates of occupancy; (d) all pole attachment and other contracts with utilities; (e) all State, county and municipal permits, orders, variances, exemptions, approvals, consents, licenses and other authorizations; (f) all agreements for the purchase, sale, receipt or distribution of news, data and microwave relay signals, or for satellite services; and (g) all other approvals, consents and authorizations used or held for use in the AT&T CATV Business.
AT&T CATV Licenses means the licenses issued by the FCC used in the AT&T CATV Business as presently conducted by the AT&T Sellers, all of which are listed in Schedule 1.01(a) of AT&T's Disclosure Schedule.
AT&T CATV Systems has the meaning set forth in the Preamble to this Agreement.
AT&T Contract means any contract, mortgage, deed of trust, bond, indenture, lease, license, note, certificate, option, warrant, right, or other instrument, document or written agreement relating to the AT&T CATV Business to which an AT&T Seller is a party or by which an AT&T Seller or the assets included within the AT&T CATV Business are bound, excluding any AT&T CATV Instrument.
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AT&T Current Assets means, with respect to the AT&T CATV Systems, petty cash, marketable securities, 100% of active subscriber accounts receivable that are 60 days or less past due and 90% of active subscriber accounts receivable that are between 61 and 90 days past due (in each case measured from the date the accounts became receivable), other receivables, including advertising, tower rent, marketing cooperative, home shopping commissions and employee tax receivables, all deposits with utilities, under leases or related to guides, billing service, postage, the pro rata portion of any prepaid taxes (as of the Closing Date), all prepaid expenses, including in respect of pole rental or equipment maintenance agreements that are liabilities, and in respect of rent, postage, promotional expenditures, guides, security service or two-way radio and other current assets (excluding AT&T Inventory), each as determined in accordance with GAAP (unless otherwise specified herein), but excluding the AT&T Excluded Assets.
AT&T Current Liabilities means, with respect to the AT&T CATV Systems, accounts payable, accrued expenses and other current liabilities of the AT&T Sellers determined in accordance with GAAP including, without limitation, accrued vacation and sick time for AT&T Employees to be employed by the AT&T CATV Business immediately following the Closing in an amount equal to the applicable Cablevision Entity's obligation to provide for accrued vacation and sick time for such AT&T Employees, except that the current portion of any indebtedness for borrowed money shall not be included.
AT&T Designated Subsidiary has the meaning set forth in the Preamble to this Agreement.
AT&T Employees means all current active employees of the AT&T Sellers with respect to the AT&T CATV Business.
AT&T Entities has the meaning set forth in the Preamble to this Agreement.
AT&T Equipment means all tangible personalty, electronic devices, towers, trunk and distribution cable, decoders and spare decoders for scrambled satellite signals, amplifiers, power supplies, conduit, vaults and pedestals, grounding and pole hardware, installed subscriber's devices (including, without limitation, drop lines, converters, encoders, transformers behind television sets and fittings), "head-ends" and "Hubs" (origination, transmission and distribution system) hardware, tools, inventory, spare parts, maps and engineering data, vehicles, supplies, tests and closed circuit devices, furniture and furnishings, and all other tangible personal property and facilities owned or leased by an AT&T Seller and used in the AT&T CATV Business.
AT&T Equivalent Subscriber means, as at any date of determination thereof, the total number of households served by the AT&T CATV Business on a bulk-billed basis and the total number of establishments served on a commercial account basis, or on a basis less than the standard monthly service fees and charges imposed by the AT&T Sellers, which shall be deemed to be equal to the quotient obtained by dividing (a) the total fees and charges for basic service billed by the AT&T Sellers during the month including such date on a bulk-billed or commercial account basis, or on a basis less than the standard monthly service fees and charges imposed by the AT&T Sellers, by (b) the fees and charges for basic service that a Basic Subscriber of the AT&T CATV Business of the type described in clause (a) of the definition of such term in this
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Section 1.01 was billed during such month, and as to both clauses (a) and (b) above, excluding any pass-through charge for sales tax, line-itemized franchise fees, fees charged by the FCC and similar items.
AT&T Estimated Adjustment Statement has the meaning set forth in Section 2.03(b).
AT&T Estimated Subscriber Adjustment means an amount shown on the AT&T Estimated Adjustment Statement equal to the product of (a) $5,000 multiplied by (b) the difference between (i) 124,908 less (ii) the number of Basic Subscribers of the AT&T CATV Business on the Closing Date; provided that, if the product obtained in the foregoing clause is negative, the AT&T Estimated Subscriber Adjustment shall be zero.
AT&T Estimated Upgrade Adjustment means an amount shown on the AT&T Estimated Adjustment Statement equal to the sum of (a) the product of the AT&T Aerial Mileage Shortfall times the AT&T 550 Aerial Adjustment plus (b) the product of the AT&T Underground Mileage Shortfall times the AT&T 550 Underground Adjustment, plus (c) the product of the AT&T MDU Shortfall times the AT&T 550 MDU Cost Per Unit Adjustment.
AT&T Estimated Working Capital Adjustment means the positive or negative amount shown on the AT&T Estimated Adjustment Statement as the AT&T Working Capital of the AT&T CATV Business as of the Closing Date.
AT&T Excluded Assets means (a) the assets and properties listed in Schedule 1.01(b) of AT&T's Disclosure Schedule, (b) programming AT&T Contracts (including cable guide AT&T Contracts) and retransmission consent AT&T Contracts, (c) insurance policies and rights and claims thereunder up to the self-insured retention or deductible, (d) AT&T Contracts relating to national advertising sales representation, (e) bonds, letters of credit, surety instruments and other similar items of the AT&T Entities, (f) trademarks, trade names, service marks, service names, logos and similar proprietary rights, (g) AT&T Benefit Plans, (h) any of the following types of agreements if not disclosed on Schedule 4.02 or Schedule 4.07(c) of AT&T's Disclosure Schedule: (i) any agreement with any Affiliate of the AT&T Entities; (ii) any agreement with any member of the Liberty Media Group; (iii) any agreement for the provision of telephony, high speed data or related services in any of the AT&T CATV Systems; and (iv) any agreement with any competitive access provider or local exchange company or any Internet access or on-line services provider with respect to the use or lease of any AT&T Assets; (i) the MediaOne Social Contract and (j) personnel files.
AT&T Final Adjustment Statement has the meaning set forth in Section 2.05(d).
AT&T Final Subscriber Adjustment means an amount shown on the AT&T Final Adjustment Statement equal to the product of (a) $5,000 multiplied by (b) the difference, if any, between (i) 124,908 less (ii) the number of Basic Subscribers of the AT&T CATV Business on the Closing Date; provided that, if the product obtained in the foregoing clause is negative, the AT&T Final Subscriber Adjustment shall be zero.
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AT&T Final Upgrade Adjustment means (1) with respect to upgrade work in the AT&T CATV Systems not completed prior to Closing, an amount shown on the AT&T Final Adjustment Statement equal to the sum of (a) the product of the AT&T Aerial Mileage Shortfall times AT&T 550 Aerial Adjustment, plus (b) the product of the AT&T Underground Mileage Shortfall times AT&T 550 Underground Adjustment, plus (c) the product of the AT&T MDU Shortfall times the AT&T 550 MDU Cost Per Unit Adjustment, and (2) with respect to upgrade work in the AT&T CATV Systems completed prior to Closing that did not satisfy the AT&T Upgrade Specifications, the amount of additional expenditures needed with respect to such completed upgrade work to cause it to satisfy the AT&T Upgrade Specifications as determined in accordance with Section 2.05(d), less the AT&T 750 Aerial Adjustment Delta and the AT&T 750 Underground Adjustment Delta associated with such completed upgrade work, and (3) any adjustment determined in accordance with Section 2.05(d) to the AT&T Estimated Upgrade Adjustment that is not covered by clause (1) or (2).
AT&T Final Working Capital Adjustment means the positive or negative amount shown on the AT&T Final Adjustment Statement as the AT&T Working Capital of the AT&T CATV Business as of the Closing Date.
AT&T Financial Statements has the meaning set forth in Section 4.03.
AT&T 550 Aerial Adjustment equals $22,480 per mile.
AT&T 550 MDU Cost Per Unit Adjustment equals $125 per unit within MDUs in the AT&T CATV Systems.
AT&T 550 Underground Adjustment equals $31,163 per mile.
AT&T Indemnified Party has the meaning set forth in Section 10.03(a).
AT&T Intangible Property means the copyrights, patents, trademarks, service marks and trade names used in the AT&T CATV Business excluding the right to use the name "AT&T" or any and all derivatives thereof or any name which may include any of such terms, and all applications for, or licenses or other rights to use any thereof, and the value associated therewith, which are owned by an AT&T Seller or an affiliate thereof and used in the AT&T CATV Business.
AT&T Interim Financial Statements has the meaning set forth in Section 4.03.
AT&T Inventory means all inventory of the AT&T Sellers as defined under GAAP, plus, without limitation, all supplies, all maintenance equipment, all converters, all cables and all amplifiers owned by an AT&T Seller on the Closing Date as determined by the AT&T Sellers' inventory control systems and used in the AT&T CATV Business.
AT&T Matching Franchise has the meaning set forth in Section 9.07(a).
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AT&T Material Adverse Effect means a material adverse effect on the assets, financial condition or results of operations of the AT&T CATV Business, taken as a whole, other than any such effect resulting from changes in general economic or political conditions or legal, governmental, regulatory or competitive factors affecting CATV system operators generally or in the State of New York.
AT&T Material Contracts has the meaning set forth in Section 4.07(c).
AT&T MDU Shortfall means the amount, if any, by which the number of actual units within MDUs in the AT&T CATV Systems upgraded prior to Closing is less than the number of units within MDUs planned to be upgraded in the AT&T CATV Systems during 2000, as shown in Schedule 1.01(d) of AT&T's Disclosure Schedule.
AT&T Objection has the meaning set forth in Section 2.04(c).
AT&T Parties has the meaning set forth in the Preamble to this Agreement.
AT&T Permitted Encumbrances means those Encumbrances set forth in Schedule 1.01(c) of AT&T's Disclosure Schedule and all other Encumbrances, if any, which do not materially detract from the value of the tangible property subject thereto and which do not materially interfere with the present and continued use of such property in the operation of the AT&T CATV Business.
AT&T Preliminary Adjustment Statement has the meaning set forth in Section 2.05(a).
AT&T Real Property means all realty, fixtures, easements, rights-of-way, leasehold and other interests in real property, buildings and improvements used in the AT&T CATV Business.
AT&T Retained Franchise has the meaning set forth in Section 9.07(b).
AT&T Sellers has the meaning set forth in the Preamble to this Agreement.
AT&T 750 Aerial Adjustment Delta equals $160 per mile, but only with respect to the areas referred to in part (a) of the definition of "AT&T Upgrade Specifications."
AT&T 750 Underground Adjustment Delta equals $539 per mile, but only with respect to the areas referred to in part (a) of the definition of "AT&T Upgrade Specifications."
AT&T Special Indemnity Covenants has the meaning specified in Section 10.03(b).
AT&T Subscriber Adjustment means the AT&T Estimated Subscriber Adjustment prior to the preparation of the AT&T Final Adjustment Statement pursuant to Section 2.05(c), and thereafter, the AT&T Final Subscriber Adjustment.
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AT&T Systems Area means the geographical area in which the AT&T CATV Systems are operated as described in Exhibit A hereto.
AT&T Underground Mileage Shortfall means the amount, if any, by which the number of actual underground plant miles upgraded in the AT&T CATV Systems prior to Closing in accordance with the AT&T Upgrade Specifications, is less than the number of underground plant miles planned to be upgraded in the AT&T CATV Systems during 2000, as shown in Schedule 1.01(d) of AT&T's Disclosure Schedule.
AT&T Upgrade Adjustment means the AT&T Estimated Upgrade Adjustment prior to the preparation of the AT&T Final Adjustment Statement pursuant to Section 2.05(e), and thereafter, the AT&T Final Upgrade Adjustment.
AT&T Upgrade Objection has the meaning set forth in Section 2.04(d).
AT&T Upgrade Specifications means (a) with respect to the areas listed as being "in walk out only" status in Schedule 1.01(e) of AT&T's Disclosure Schedule, the "New York Upgrade Architecture -Built to Cablevision Specifications" outlined in Schedule 1.01(e) of AT&T's Disclosure Schedule, and (b) with respect to the areas listed as being "design complete," "in prelim design" or "walk out sent to design house" status in Schedule 1.01(e) of AT&T's Disclosure Schedule, the "New York Upgrade Architecture -Built to MediaOne Specifications" outlined in Schedule 1.01(e) of AT&T's Disclosure Schedule.
AT&T Working Capital means AT&T Current Assets minus AT&T Current Liabilities.
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