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NOTICE OF LEASE ASSIGNMENT
September 1, 2006
Village of Tequesta Florida
Post Office Box 3273
357 Tequesta Drive
Tequesta, Florida 33469 -0273
Re: Lease dated as of April 4, 1990 between Village of
Tequesta, as landlord and Southeast Florida Cable, Inc.
successor in interest to Adelphia Cable Communications,
as tenant with respect to real property located at Road 960
Old Dixie Highway, Tequesta, FL (as amended to the date
hereof, the "Lease ").
Ladies and Gentlemen:
Please take note that the tenant's interest in the Lease has been assigned to Comcast of
Florida/Georgia, LLC, briefly known as Cable Holdco Exchange II, LLC, a subsidiary of
Comcast Corporation. The assignment became effective. on July 31, 2006. Enclosed please find
for your records a copy of the Assignment and Assumption of Real Property Leases, with an
accompanying schedule of Leases which has been tabbed, for your convenience, to refer to the
Lease.
The assignment of the Lease is related to the case of In re Adelphia Communications
Corporation et al. in the United States Bankruptcy Court, of which you have been notified.
All formal notices to the tenant should be sent to:
Comcast of Florida/Georgia, LLC
1500 Market Street
Philadelphia, PA 19102
Attn: Real Estate - Lease Administration
With copies of such notices to:
Comcast of Florida/Georgia, LLC
1500 Market Street
Philadelphia, PA 19102
Attn: General Counsel
PHL:5424363.2/COM 161 - 224637
21119
4.
Invoices and routine correspondence should be sent to:
Comcast of Florida/Georgia, LLC
c/o Comcast Cable - Southern Division
600 Galleria Parkway, Suite 1100
Atlanta, GA 30339
Attn: Facilities Management
You may receive alternative or modified advice from the above office on invoice
addressing; please consider that information more accurate.
Thank you.
Very truly yours,
Comcast o a/Georgia, LL
Nam . i ston Biddle
Title: r. Vice President Real Estat
PHL:5424363.2/COM 161 - 224637
[Taos]
ASSIGNMENT AND ASSUMPTION OF REAL PROPERTY LEASES
THIS ASSIGNMENT AND ASSUMPTIONN OF REAL PROPERTY LEASES (this
"Assignment and Assumption ") is made as of the 410 day of July, 2006 by and between the
ADELPHIA PARTIES who are identified as such on the signature pages attached hereto and
made a part hereof (each, an "Assignor "), and the COMCAST PARTIES/TIME WARNER
PARTIES who are identified as such on the signature pages attached hereto and made a part
hereof (each, an "Assignee ").
BACKGROUND
Pursuant to that certain Asset Purchase Agreement between Assignor and Comcast
Corporation/Time Warner NY Cable LLC dated as of April 20, 2005, as amended (the "APA ",
which term shall include all amendments thereof), as affected by the 363 Order, the applicable
Assignee will, among other things, acquire the applicable Assignor's interest as tenant under the
Real Property Leases. All capitalized terms not expressly defined herein shall have the meanings
ascribed to them in the APA.
NOW, THEREFORE, for and in consideration of One Dollar ($1.00) and other good
and valuable consideration and intending to be legally bound hereby, the parties hereto agree as
follows:
1. By its execution hereof, each applicable Assignor as shown on the Applicable
Lease Assignment Schedule (as defined below) hereby assigns unto the applicable Assignee as
shown on the Applicable Lease Assignment Schedule, without representation or warranty except
for those representations and warranties set forth in the APA, all of such Assignor's right, title
and interest as tenant in and to the Real Property Leases to which such Assignor is a party, as
more particularly set forth in the Schedule of Assignor /Assignee/Assigned Real Property Leases
attached hereto and incorporated herein by reference (the " Applicable Lease Assignment
Schedule ").
2. By its execution hereof, each applicable Assignee as shown on the Applicable
Lease Assignment Schedule hereby accepts, upon the terms and conditions for such assumption
set forth in the APA, such assignment of the Real Property Leases from the applicable Assignor.
3. This Assignment and Assumption shall be subject to the indemnification
provisions contained in Article VII of the APA, as affected by the 363 Order.
4. All of the terms and provisions of this Assignment and Assumption will be
binding upon and inure to the benefit of each Assignor and each Assignee, and their respective
successors, legal representatives and permitted assigns.
5. From time to time and at any Assignee's request, but without further
consideration, each Assignor shall do, execute, acknowledge and deliver or shall cause to be
done, executed, acknowledged and delivered such further acts, transfers, conveyances,
assignments and assurances as reasonably may be required to assure, convey, transfer, confirm,
and vest to and in such Assignee all of the applicable Real Property Leases.
PHL:5406865.1/COM161- 224637 TAOS and CORK
6. This Assignment and Assumption is executed and delivered pursuant to and to
effect the transactions contemplated by the APA, subject to the covenants, representations,
warranties, and other provisions thereof. No provision set forth in this Assignment and
Assumption shall be deemed to enlarge, alter or amend the terms or provisions of the APA.
7. Nothing in this Assignment and Assumption, express or implied, is intended or
shall be construed to confer upon, or give to, any Person other than each Assignee and its
successors and assigns (including, without limitation, any wholly -owned Subsidiary of such
Assignee to which any portion of the Real Property Leases are transferred after the effectiveness
of this Assignment and Assumption) any remedy or claim under or by reason of this Assignment
and Assumption or any terms, covenants or conditions hereof, and all of the terms, covenants,
conditions, promises and agreements contained in this Assignment and Assumption shall be for
the sole and exclusive benefit of each Assignee and its successors and assigns; rop vided that
each Assignee shall have the right to specifically enforce the transactions contemplated by this
Assignment and Assumption.
8. This Assignment and Assumption may be executed in any number of counterparts
(including by facsimile), each of which, when executed, shall be deemed to be an original and all
of which, when taken together, shall constitute one and the same instrument.
[Remainder of page intentionally left blank.]
PHL:5406865.1/COM161- 224637 TAOS and CORK -2-
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption as of the day and year first above written.
ADELPHIA PARTIES
ADELPHIA COMMUNICATIONS CORPORATION
AND EACH SUBSIDIARY LISTED ON SCHEDULE A
Q
By: -�
Name: Jame N. Zerefos
Title: Vicd. esident
COMCAST PARTIES /TIME WARNER PARTIES
CABLE HOLDCO EXCHANGE I LLC
By: TIME WARNER NY CABLE LLC, its sole member
By:
Name:
Title:
CABLE HOLDCO EXCHANGE II LLC
By: TIME WARNER NY CABLE LLC, its sole member
By
Name:
Title:
CABLE HOLDCO EXCHANGE III LLC
By TIME WARNER NY CABLE LLC, its sole member
By:
Name:
Title:
[Signatures continued on the following page]
PHLc5406M.1 /COM161- 224637 TAOS and CORK -3-
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption as of the day and year first above written.
ADELPHIA PARTIES
ADELPHIA COMMUNICATIONS CORPORATION
AND EACH SUBSIDIARY LISTED ON SCHEDULE A
HERETO
By:
Name:
Title:
COMCAST PARTIES /TIME WARNER PARTIES
CABLE HOLDCO EXCHANGE I LLC
By: TIME W NY CABL
P LY LLC, its sole member
fQ
By:
Name:
Title: Exeaitive yjc president IMMShne&
CABLE HOLDCO EXCHANGE II LLC
By: TIME W NY CABLE LLC, its sole member
By:
Name: David E. 0
Title: Executive Vice President, Investments
CABLE HOLDCO EXCHANGE III LLC
By: TIME W NY CABLE LLC, its sole member
By:
Name: D UHM
Title: xeoa ve VMS T 4'"yMb"Mh
[Signatures continued on the following page]
PHL:5406865MCOM161- 224637 TAOS and CORK -3-
[Signatures continued from the previous page]
CABLE HOLDCO EXCHANGE IV LLC
By: TIME W NY CABLE LLC, its sole member
By:
Name:
Title:
CABLE HOLDCO EXCHANGE IV -2 LLC
By: TIME W R NY CABLE LLC, its sole member
By:
E.
Name:
Title: Executive Vioe President. Investments
CABLE HOLDCO EXCHANGE V LLC
By: TIME WARXR NY CABLE LLC, its sole member
By: _ k.,O
Name:
Title:
PHL:54WS65.1/COM161- 224637 TAOS and CORK -4-
07 -19 -06 Update Taos Leased Properties
Related to the 0 u I Business
lease
cost ID /property
center # LOCATION CITY ST GENERAL USE Lessor Lessee (per initial lease) Assignor Assi nee
Cablold
e Ho
Southwest Virginia Exchange III,
171 82 20119 112 Washington Street Galax VA Galax office Grayson-Carroll-Wythe Southwest Virginia Cable, Inc. Cable, Inc. LLC
Cable Holdco
Southwest Virginia Exchange III,
172 82 20120 101 Pipers Gap Road Galax VA warehouse William & Frances Halsey Southwest Virginia Cable, Inc. Cable, Inc. LLC
Cable Holdco
1120 W. Stuart Drive unit Southwest Virginia Exchange III,
173 082 20856 71 Galax VA self storage unit West End Storage Adel hia Cable, Inc. LLC
Adelphia Cable Holdco
CA New Plan Venture Fund, Communications Exchange 11,
174 83 1 20491 261 SW Pt. St. Lucie Blvd Port St, Lucie FL Port St. Lucie greeter office L.L.C. Adel hia Communications Corp, Corp. LLC
Cable Holdco
Road 960 Old Dixie Southeast Florida Exchange II,
175 84 21119 Hi hway Te uesta FL Te uesta hubsite Village of Te uesta Adel hia Cable Communications Cable, Inc. LLC
Chelsea
132 Steamtown Mall, Communications, Cable Holdco
176 85 20768 Lackawanna Ave. Scranton PA Scranton office Scranton Mall Associates Chelsea Communications, LLC LLC Exchange I. LLC
Chelsea
Communications, Cable Holdco
184 85 22026 1 216 East Grove St. Clarks Summit PA school bldgs/relay station Abington Hgts. School District Chelsea Communications, LLC LLC Exchan e I, LLC
Cable Holdco
SVHH Cable Exchange III,
185 92 20150 1 1711 Seymour Drive South Boston VA South Boston office Joseph Talley Adel hia Cable Communications Acquisition, L.P. LLC
Cable Holdco
SVHH Cable Exchange III,
186 92 20142 1 712 Hamilton Boulevard South Boston VA South Boston headend City of South Boston Adel hia Cable Communications Acquisition, L.P. LLC
Cable Holdco
SVHH Cable Exchange III,
187 92 20146 100 Meadow Street South Hill VA new headend/ enerator Joseph Mize SVHH Cable Acquisition, L.P. Acquisition, L.P. LLC
Cable Holdco
SVHH Cable Exchange III,
188 92 20143 5195 Plank Road SR 610 Natural Bride VA Glasgow hubsite Mary Ann Shaner SVHH Cable Acquisition, LP Acquisition LP LLC
Cable Holdco
SVHH Cable Exchange III,
189 1 92 20145 2079 S. Amherst Highway Falconerville VA I Amherst office and storage Lynn & Betty Faulconer SVHH Cable Acquisition L.P. Acquisition, L.P. LLC
Cable Holdco
SVHH Cable Exchange III,
190 1 92 1 20142 712 Hamilton Boulevard South Boston VA Antennas /dishes Ac uisition LP LLC
Cable Holdco
Dinwwiddie hubsite (fiber SVHH Cable Exchange III,
191 103 21570 110222 Bo dton Plank Road Dinwiddie VA from Petersburg) Donald & Janet Turner SVHH Cable Acquisition, L.P. Acquisition, L.P. LLC
National Cable Cable Holdco
Bays H -6, H -7 and H -8 of J.J.D. Associates of Palm Beach, Acquisition Exchange 1I,
192 119 20774 7392 Lake Worth Road Lake Worth FL I Lake Worth office Ltd. Adel hia Cable Communications Associates, LP LLC
National Cable Cable Holdo
Atlantis hubsite (do not use National Cable Acquisition Acquisition E xchange II, c
193 1 119 20507 5339 S. Military Trail Lake Worth FL tower ) Johannes /G. &1. Jettin hoff Associates LP Associates LP LLC
PHI,:5342896.6/COM161- 224637 4