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HomeMy WebLinkAboutMINUTES - 06081999 - SD14 a r TO- BOARD OF SUPERVISORS � �,�..--��•°S.�.gym FROM: Phil Batchelor, County Administrator '°' P� w yze N&k DATE: May 24, 1999 ABJECT: Approve the License Transfer from Century Communications to TCI SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION ISE_COMMENDATIO I(S): APPROVE the attached Agreement Relating to the Consent Of Contra Costa County to the Transfer of the Century Communications' Cable television license to TCI of East San Fernando Valley, L.P. under the following conditions: 1.) Payment of $1,500 in full satisfaction of all costs in relation to this proceeding Is received within ten (10) days of the Board's approval of the transfer: .) The Licensee and Transferee agree not to file a new, amended, supplemented ,or modified Cost of Service form for a period of four (4) years. 3.) The Agreement has been executed and both the Agreement and required bonds and insurance certificates are delivered to the County within thirty (30) days after approval by the County. 4.) The Transferee unconditionally accepts, acknowledges, and agrees that they will continue to be bound by all the commitments, duties and obligations embodied in the License and the Ordinance. CONTINUED ON ATTACHMENT. —YES SIGNATURE., fU? "1"6. RECOMMENDATION OF COUNTY ADMINISTRATOR—RECOMMENDATION OF BOARD COMMITTEE APPROVE —OTHER SIOIVBATLIRE(S): ACTION of BOAP0 ON APPROVED AS RECOMMENDED OTHER XX IT IS BY THE BOARD ORDERED consideration of the above VOT )F SPIRE oR ONTINUED to June 15 , 1999 . I HEREBY CERTIFY THAT THIS IS A XX UNANIMOUS(ABSENT TRUE AND CORRECT COPY OF AN AYES, NOES: ACTION TAKEN AND ENTERED ABSENT:ABSTAIN, ON MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. ATTESTED J u n a -a, 12 2 2 PMI.BATCHELOR,CLERK of THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR cc:CRL7 Century Communications (tri ,,DEPUTY FS FINANCIAL IMPACT: Monies received will be deposited in the Community Access Trust Fuad to reimburse the fond for expenses incurred for the review conducted by Telecommunications Management Corp. and County Counsel. BACKGROUND: On or about February 8, 1999, Century Communications ("Transferor") filed with the County an FCC 394 requesting that the County consent to the transfer of license from the system in the unincorporated area of Kensington and surrounding San Pablo to TCI of East San Fernando Malley, L.P. ("Transferee"). Section 58-4.028 of the County Ordinance Code (Ordinance No. 93-55) requires that all proposed transfers of licenses be submitted to the County for review and decision by the Board of Supervisors. Pursuant to Section 817 of the federal Cable Act (47 U.S.C. Section 537), the County has 120 days to act upon any request for approval of a transfer. Following receipt of the FCC Form 394, staff hired a consultant to review the legal, technical and financial qualifications of the buyer. Telecommunications Management Corp. was hired and completed the attached review. They concluded that TCI is financially and technically qualified to operate the existing system and that the impact on the County's cable subscribers is likely to be beneficial. ( See attached Evaluation) Staff has reviewed the current license compliance of Century. There are no apparent areas of non-compliance at this time. however, the Agreement to transfer the license states that the Transferor or any of their successors-in- interest agree not to be relieved of responsibility for past acts or omissions, known or unknown, or for any obligations or liabilities pursuant to the License documents. Finally, staff has prepared an agreement similar to the one signed by TCI at the AT&T transfer that includes conditions for repayment of expenses related to the transfer review. County Counsel has reviewed this agreement and copies have been faxed to Century Communications and TCI. Staff recommends approval of the Agreement and the transfer of the license to TCI. 5757 Wilshire Blvd.•Suite 635+Los Angeles,CA 90036+(323)931-2600•Fax(323)531-7355 COUNTY OF CONTRA COSTA EVALUATION OF REQUEST TO TRANSFER CONTROL OF CABLE SYSTEM FRANCHISE May 1999 C:\TN:C\CLIENTS\T RAN S F ERS\TC I-Century(svr p)1Reports\Co.^.tracost3\0599(CC).doc i TABLE OF CONTENTS I. INTRODUCTION......--.............................................................................. H. EVALUATION OF PROPOSED TRANSFER........... ................................. 2 A. Transfer and Ownership Structure ...... ............................................2 B. Transferee Qualifications .......................... ...... ................. ..............3 Legal Qualifications ................. ......... .................................. 3 (2) Financial Qualifications................................. ............... ....... 3 (3) Technical Qualifications........... ......................... .............. 4 C. Compliance with Existing Franchise................ ......... .......................5 D. Other Issues........ ................................. .................................. ...5 (") Impact upon Subscribers and the County...............................5 (2) Pending Acquisition of Century...............................................8 (3) County's Reservation of Rights ..............................................8 (4) Reimbursement of Costs........................................................8 111. CONCLUSIONS ......-....................... ......................................... 9 !V. TRANSFER RESOLUTION ............ ................... ....................................... 10 APPENDICES A 120-DAY LIMITATION ON TRANSFER ACTION B RECENT AT&T ACQUISITIONS C AT&T FINANCIAL STATEMENTS D AT&T CABLE AND TELEPHONY PLANS E ADELPHIA ACQUISITION OF CENTURY F TRANSFER RESOLUTION I. INTRODUCTION The County of Contra Costa (the County) currently is provided with cable television service by Century Communications Corp. (Century). Recently, the County received a request to consent to transfer of its cable franchise from Century to TCI of East San Fernando Valley, L.P., a unit of Tele- Communications, Inc. (TCI), which itself is now a part of the Broadband and Internet Services division of AT&T Corp, (AT&T). The request was submitted on Federal Communications Commission Form 394, which is the farm officially designated as "Application for Franchise Authority Consent to Transfer Control of Cable Television Franchise." The Form 394 provides specific information to local franchise authorities to assist them in evaluating the transfer request. The County has retained Telecommunications Management Corp. (TMC) to evaluate the requested transfer. TMC's evaluation is provided in this report, The Form 394 is dated January 19, 1999, but was received by the County on February 5, 1999. The date is of some significance, since the 1992 Cable Act requires a local franchising authority to take action on a franchise within 120 days (see appendix A). Consequently, if February 5, 1999 is used as the starting date, the deadline for taking action (usually by means of a Council resolution) would be June 5, 1999. It should also be noted that the 120-day deadline depends on the receipt of"such information as is required in accordance with Commission regulations and by the franchising„-author" (emphasis added). Consequently, if a franchising authority requests relevant information regarding the transfer and does not receive it, or the operator fails to provide all franchise-required transfer documentation, the deadline for review may be extended. Many cable operators dispute this position, however, and claim that the 120-day period cannot be "tolled." I 11< EVALUATION OF PROPOSED TRANSFER In any franchise transfer, a number of considerations must be taken into account, including the following: Whether the transferor has been, and currently is, in compliance with the requirements of the existing franchise. Whether the transferee agrees to comply with the requirements of the existing franchise, or wishes to change any of the franchise terms. ® Whether the transferee is legally, financially and technically qualified to operate the cable system. What impact the transfer may have on cable subscribers and the franchising municipality (e.g., the impact upon subscriber rates or quality of service). 'what conditions, if any, the franchisor can legitimately impose upon the transfer. These issues are reviewed in this report. A. Transfer and Ownership Structure The FOC Form 394 lists the transferor of the franchise as: Century Cable of Northern California Century Communications 59 Locust Avenue New Canaan, Connecticut 95840. The transferee is listed as: TCI of East San Fernando Valley, L.P. 5519 LTC Parkway Englewood, Colorado 801111. Century and TCI have entered into an "Asset Exchange Agreement" as of November 18, 1998, which essentially consists of two major transactions. In the first transaction, TC1 and Century are contributing a number of their cable systems in Southern California to a new partnership, Century-TC1 California, L.P. (the Partnership). The various cable systems are located in the Counties of Los Angeles, Grange, San Bernardino, Ventura, San Diego, Riverside, Santa Barbara and Kern. Century will own 75/0 of the Partnership and TCI will own 25/0, with Century being the Managing Partner of all the Partnership's cable 2 systems. This arrangement, which permits TCI to transfer the management of some of its cable systems that are not located near their major"clusters,"while still retaining an equity in these systems, is similar to arrangements made by TCI with other cable operators. This first transaction is not covered by this evaluation report. In the second transaction, which is the subject of this report, TCI and Century are exchanging a number of cable systems, rather than contributing them to the Partnership. TCI will exchange its East San Fernando Valley cable system in Los Angeles, serving approximately 90,000 subscribers, for Century's Northern California systems (also approximately 90,000 subscribers) in the Cities of Benicia, Fairfield, Rohnert Park and San Pablo, and unincorporated portions of Contra Costa County. As a result of these exchanges, TCI will extend its cable system dominance in Northern California, while Century will increase its "reach" in Southern California, both in terms of cable systems it will receive from the exchange and those TCI systems in the Partnership that Century will manage and operate. B. _Transferee Qualifications Since the ultimate owner of the cable transferee in this case, TCI of East San Fernando Valley, L.P., is now AT&T, it is appropriate to examine AT&T's qualifications. AT&T is now the dominant owner of cable systems in the United States, bath with its recent acquisition of TCI and its currently pending acquisition of MediaOne, as well as a number of other smaller recent acquisitions (such as these indicated in Appendix B). (1) Legal Qualifications The AT&T acquisition of TCI closed recently, so that AT&T legally can control any TCI cable franchise, of which the County's would be one, if the County consents to the transfer. (AT&T's pending acquisition of MediaOne, however, still must receive regulatory approval from the Department of Justice and the FCC.) (2) Financial Qualifications AT&T is one of the largest U.S. corporations. Its most recent financial statement, for the 1997 calendar year, is contained in Appendix C, and indicates the following performance: 3 Figures Rounded Revenue $ 51 billion Earnings before interest, taxes, depreciation and amortization (EBITDA) $ billion Operating Income $ 7 billion Net Income $ 5 billion Operating Cash Flow $ 8 billion AT&T's balance sheet, as of December 31, 1997 (see page 41 of Appendix C) lists the following; Total Assets $ 58.5 billion Total Liabilities $ 35.0 billion Shareholders' Equity $ 22.6 billion (Assets minus Liabilities) Thus, AT&T's sales, operating cash flew and net worth are approximately an order of magnitude greater than those of the largest cable operators. AT&T must certainly be considered as financially qualified to operate TCI's cable systems. (3) Technical Qualifications AT&T, in addition to its core long-distance voice and data services, has substantial interests In a number of telecommunications areas, including the following: Wireless and wired voice and data services. In 1997, AT&T acquired Teleport Communications Croup, Inc. (Teleport) which has fiber optic network facilities in 66 U.S. metropolitan areas. + On-line computer data and Internet Protocol services. + Network technology and integration, including the deployment of Synchronous Optical Network (SONET) facilities. + International telecommunications. 4 With its recent cable acquisitions, AT&T would have either full ownership or an equity interest in four of the largest cable operators, TCI (100%), MediaOne (100%), Time Warner (25%) and Cablevision Systems (37%). AT&T previously has announced its plan to upgrade the cable systems that it acquires to be able to offer local telephony and high-speed Internet access services, as well as other advanced telecommunications services. Appendix D indicates some of these dans. AT&T has indicated, after the TCI acquisition, that it is prepared to invest substantial funds into accelerating the upgrade of those TCI cable systems (at least those in TCI`s metropolitan area "clusters"). Estimates of such funds range up to ten billion dollars in the next few years. TCI`s recent upgrade efforts, in comparison, have been in the $1.5 billion per year range. Presumably, AT&T will invest similarly in its newly acquired non-TCI systems as well. With this background, it is clear that AT&T has the technical qualifications to operate the TCI cable systems. It should be mated, however, that to date AT&T's core services have not included video programming and distribution, which are the key characteristics of cable systems. In the future, as a possibility, there may be some conflict in priorities as to which services and cable systems receive the most resources. C. Compliance with Existing Franchise It is beyond the scope of this report to determine whether issues exist with respect to possible Century non-compliance with the requirements of the existing franchise, if, in the County's opinion, any significant non-compliance issue exists, this should be settled prior, to or concurrent with, the County's granting of consent. A less desirable option is for the County, in the transfer resolution, to specifically reserve all rights to determine whether a non-compliance issue has existed, and resolve the issue later with TCI or Century or both. D. Other issues A number of other issues are related to the transfer, including the following: (1) Impact ul2on Subscribers and the County The legislative history of the 1992 Cable Act, which established the current franchise transfer procedures, indicates that franchising authorities, in considering whether to grant their consent, can take into account ay potential negat€ve_Impact that the transfer may have on cable subscribers or the community. — 5 Two significant areas where there can be a major impact upon subscribers are rates and the quality_af service provided by the operator. In this case, it is likely that the franchise transfer from Century to TCI will have a beneficial, rather than detrimental, impact in both these areas. With respect to rates, Century has a general history of rates being among the highest in the cable industry (particularly in comparison to the other operators in the top ten in size). As a specific illustration, Figure 1, extracted from a recent newspaper survey, compares cable operators in the Los Angeles metropolitan area. As can be noted for TCI and Century, the two participants in this transaction, the comparison is as follows: C _erato Basic Channels Basic Rate Cost ger Channel TCI 07 $ 27.31 $ 0.41 Century 71 42.07 0.59 It can be seen that Century's per channel rate is almost 50%cher than TCI"s rate. Although the survey was taken for only a portion of the Los Angeles area, its results are consistent with other areas where TCI and Century operate. Consequently, a fair presumption is that subscriber rates, under continued Century management, might very well be substantially higher than they would be under TCI management. There is no guarantee of this, since TCI, without rate regulation, also could increase its rates to what it believed the market could bear. Given the past and current practices of bath companies, however, the presumption appears well founded. The second area of potential impact upon cable subscribers is the Quality of service provided. In this area, there appears to be even more potential subscriber benefits. In a large number of the communities it serves, Century's responsiveness to bath subscriber and community issues has been considerably less than satisfactory. Apart from potential improvements in rates and service quality, AT&T's future plans could provide the County's residents with new services much sooner than if the cable system continued to be operated by Century. As part of TCI's major cable system cluster in Northern California, this area is a high priority for the introduction of telephone and data service by AT&T. 6 ..atching Cable n ,�4 �Ileys Sven cable systems sarva the Sar,Fernando,Santa Glarita and Antelope vaileys,and ail are it A different stage Of LIMWptrent concerning upgrades and Illg? tech new ofiliedriga.Some,such a$the Falcon and Manua cable complerles,have completed fiber FIGURE 1 optic updates that wlil allow them to offer Internet and telephone serrices through their cable Eines.Oil the other hand,the 94,000 subscribets of the#ci operation In the east San Fernando Valley wilt likely hasp to wait years before they are offeeed the new CABLE A ly OPERATOR p O services—t#te updating of that system has yet to begin. COMPARISON t �} i Canyon t Country Pi•u 14 $ _ startle f ro � i n 0 5 ^ th 0 ' --, � Sylmart SttL�rJ S+� SusAnr,bit. t _ t � l PoIter - 118 - __ S iiatteti Wendele ,_... ..--1.09 Ath:E;,£5 AVE. S DEVON.NSWREE S S �, -••lwfl .9.:i Simi Valley , ;Chatsworth X05 r_ yi '. f23 i iJ NORDHOi?S;. $tttlfsnir E t1 17 { 3 YrcfORY atxtr, � y . tHats 1..34 WtA .s4Ee a i So gibers $nada cduaaata 4 Aftaft#as 7 ` tea pig }'". `"fi'.t'YV jS..yam'v'ta" R?v.W. `s' 5�'`l.F?+Jm,I+4'•tRfA+o"o-in in all appal^r " M #dtxwtSail aWwdo,xt+@redadaymd E�, mom intamser -, r`a o$am# - ` .w, y"''•'"' •n ""'�'`a _;'�} =�*y ,wtM AW,to 0 owe samm tivot;�t J*Debt line& Media One 53000 70•Sy!arar,Suniand, $35.$6-Sylmar liber ovi c catncaatad:n Syamar ; Kagel canyon," $35.73•Suniand Suntano,50%ftndsdtan in SN:res.iust begun : Sundandl u,unga i 5?..Santa Clarity $37.52.Kagel caw in Sam amte,immet ante"eisphons Carron { $q I -Santa i service to be offered in some upaded Santa Cfanta ? aar.'tal(dty) i areas tater this leer $39.67-Santa cla to(county areas) TV 94= i 67 $27 31 f optfe upgrade not yet WVP,.AT&T East wtey pians to agora acqudra systaSn, frog afei Agoura dti s ovmanullp to Centwy Cable tater MIS year. a aux Century itw Ill.t saw 4f3 -uVjj 4 "'-T'r,' .y" ti� .513 in ?+fOt ..Stip$O ,,t. Fa#Saar# 3 17,000 " 61 $5e9r5*• l 9Woptloupgrade comp:ata.Fts-4 of Calabasas { Now to bep M Year;P"ering j Hidden tads j y. >t h*dkT to evBrizaatty tttEr# serMra ... 71 y#Odic atte t7Ct3 ' , t2 a g r oda Haat zxr .pit tz Source: Los Angeles Times Feb;uary 14, 1999. 1;t ew- .mai'?aw` 4'"'-e ti �,p "prt r_` ,�?� - "i+�r.x, _ s+•=, 'u (2) Pending Aggluisition of Century It has been announced that Century will be acquired by Adelphia Communications Corp., a cable operator based in Coudersport, Pennsylvania (see Appendix E). Consequently, if the County denies or delays its consent to the transfer of TCI/AT&T, it will face a request in the near future to consent to the transfer of its cable franchise from Century to Adelphia. (3) County's Reservation of Rights Even if it appears that Century is in substantial compliance with the terms of the current franchise, there could be some contingent liabilities that are not immediately apparent, For example, there may be some franchise fee underpayment. Since the transfer consent request contains timetables that are primarily for the convenience of the transferor and transferee, if the County accommodates these timetables, it should not be expected to waive its rights to recover any monies due. Consequently, a reservation of rights, as part of the transfer consent, appears to be appropriate. Alternatively, if TCI will agree to assume any potential liability, this would resolve the issue. (4) Reimbursement of Costs As is very evident, franchise transfers are becoming much more frequent than in the past, and probably will be even more frequent in the foreseeable future, because of rapidly changing technology and regulation, and the development of new services that are aimed at large clusters" of subscribers, rather than individual communities. There is an ongoing trend for the larger cable companies (or new entrants) to acquire smaller systems that can enhance their coverage in selected geographic areas, and also for the large companies to "'swap" systems that they own, that might be located away from their major service areas, for other systems that are closer. Furthermore, even a very large cable operator may be acquired. Since a transfer is primarily for the benefit of the buyer and seller, and since municipalities have no control over when such a transaction may occur, or how many times it occurs during a franchise term, this process can hardly be termed a normal regulatory function, whose costs would be absorbed by franchise fee revenue. Because of this, it appears perfectly justifiable for the County to require reimbursement of reasonable out-of-pocket costs to evaluate and process the transfer, as a condition of the transfer. 8 III. CONCLUSIONS Based on the preceding evaluation, the following conclusions are reached: (1) The County should confirm that the current franchisee, Century, is in full compliance with the requirements of the existing franchise. If any significant non-compliance is perceived, this should be resolved prior to the County granting consent to the transfer. ( ) Neither Century (the transferor) nor TCI (the transferee) has requested any change to the existing franchise agreement. (3) The transferee, TCI/AT&T is financially and technically qualified to operate the County's cable system. (4) The potential impact of the cable system transfer upon the County's cable subscribers is likely to be beneficial, taking into account the past operating histories of Century and TCI, and also the greater resources that will be available from AT&T. Because of this, TMC strongly recommends approval of the franchise transfer request. (If the County tabes no action, the request will be deemed approved automatically.) (5) The County should require reimbursement of its processing and evaluation costs connected with the transfer. A recommended approach is to make the transfer consent contingent upon such reimbursement. 9 IV. TRANSFER RESOLUTION Appendix F contains a proposed transfer resolution submitted by Century. Most of the provisions appear to be routine. TMC recommends the following modifications: (a) A specific reservation of County rights should be included in its each resolution, particularly with respect to any unknown Century non-compliance issues existing prior to the Closing Gate. (b) The consent should be conditioned upon reimbursement of the County's out-of-pocket processing and evaluation costs, (c) The following Sections should be deleted: • Section 2(d), which states that "Franchisee is materially in compliance with the provisions of the Franchise." Section 6, which releases Century from "all obligations and liabilities under the Franchise.," 10 Cable Communications Policy Act of 1984 §6517 [47 USC 537] Sales of Cable Systems A franchising authority shall, if the frar:chse requir©s franchising authority approval cf sale or transfer, have "20 days to act upon any request for approval of suct: sale or transfer that contains or is accompanied by such information as is required in accordance with /Commission regulations and by the franchising authority. if the franchising authority fails to render a final decision on the request within 120 days, such request shall, be deemed granted unless the requesting party and the franchising authority agree to an extension of time. Personal Finance Channel on CompuServe Page 1 of 3 I ocompusm-e %slow F, , m ' Financial dews Center er sna.i..finance. IBS Horne SMarketWatch Financial genter AT&T wins MediaOne hid challenge comcast gets consolation prizes; AT&T, Microsoft talk R rcti Stock List By I f,r;,�Bartash, CBS'MarketWatch Meci a Resor Last date: 7:17 P1 ETMay 5, 1999 Telecom, Retort �'"'Portfr��iCk JP NE.W YORK(CBS,MW) -- AT&T has won the tug-of-war for popular cable Mutual Fundsoperator MediaOne but its rival in the bidding, Comcast, walks away with some nice consolation prizes. Enter Ticker Syrnbol(s) And AT&T (',) hares rose 5 3/16 to close at 56 3/4 "Wednesday, while Comcast (CMCSK) surged 8 29/32 to 75 19/32. MediaOne (I.IM-G) dipped 3/4 to 76 7/8, Find Ticker Symbo. s ® Comcast struck a deal late Tuesday with AT&T to pull out of the bidding in exchange for some coveted cable systems. AT&T, whose initial $62 billion bid trumped.Comcast's $48 billion offer, will swap cable systems that could result in Comcast gaining an extra 2 million customers and AT&T receiving up to $9.2 billion. Comcast will also receive a$1.5 billion breakup fee from.MediaOne. If the deal is successful'_ -- federal regulators are sure to take a hard look.--AT&T would gain cable access to about 64 percent of American homes and become the largest U.S. cable provider. Earlier this year, it concluded a$59 billion purchase of Telecommunications Inc., the second largest cable operator. "It's no surprise AT&T won the battle over Media One. They needed it more than Comcast did," said Jeffrey Kagan, an independent telecommunications analyst based in Atlanta. "AT&T needs the deal, Comeast just wanted it for growth." Foes now friends Comcast has also agreed to offer AT&T-branded phone service "in an expedited basis" as soon as AT&T concludes separate deals with two other http://compuserve.marketwatch.corrJnews/story.asD?h=/archive/19990545/news.../urng_story,ht 5/5/99 Personal Finance Channel on CompuServe Page 2 of 3 noxa-AT&T affiliated companies. The companies said the swaps were designed to improve each company's geographic coverage. "This transaction makes strategic sense for both companies," said AT&T Chief Executive C. Michael Armstrong. "Geographic clustering enables more effective telephony competition." Brian L. Roberts,president of Philadelphia-based CMCSK Comcast, said the deal would bolster the company's NASD cable presence, giving it more than 8 million. Last Chg. subscribers. He added that the deal will allow Comcast 7519/32 +829/32 to provide new products to its customers. %Chg. Vol. p p +13.36% 19,995,200 Day Lo. Day Hi. "This is a different outcome than.our MediaOne 707/8 75 718 proposal,but it is an elegant win-win result," Roberts Open Prev. said. 72 6611/16 As cf May 05199 8:08 pm ET Clack was ticking Last May 05/99 4:00 a:�a pm ET 15 MIN.DELAY Time had been running out for Comcast in its eff-ort to find allies to top AT&T's $62 billion bid. MediaOne's board accepted the offer on Saturday, ,giving Comcast until Thursday to counter. The payment would include$30.85 in cash and$56.525 in AT&T stock for each MediaOne slue. Ma Bell will also assume severalbillion dollars in. debt. As a further enticement, AT&T promised to pay an additional $3.5 billion if its shares traded below$51..30 in order to protect MediaOne shareholders. Earlier this week, America Online backed off an alliance with Comcast because of the financial demands it would impose. AOL fears that AT&T's control over cable lines will binder its plans for high-speed service. Cable is eventually expected to replace phone wiring as the conduit for Internet service because of its superior speed and capacity. Microsoft, also a Comcast ally,was also discussing T ways to help,but is likely to strike its own side NYSE agreement with AT&T that reportedly could include a Last Chg. S5 billion investment in Ma Bell. See related sto. iy. 5616116 +53/8 % Chg. Vol. In exchange, AT&T would choose Microsoft software *10.42% 31,960,300Day Lo. Day H to run the set top boxes that will control the new 541/2 57 318 telecom services entering the Morrie via cable wiring. Open Prev. Microsoft was fearfal AT&T would choose software 54151116 51 9/15 As of from rival Sun Microsystems. Mav 06199 8:08;)m ET http://compuserve.marketwatch.comi/news/story.asp?h=/archive/1999 3505/ne`vs.../umg�story.ht 5i5/99 Personal Finance Channel on CompuServe Wage 3 of 3 Last Trade May 05/99 5:01 pm El Bath companies declined to comment. 20 MIN.DELAY Another telecommunications giant, MCI WorldCom, also briefly considered jumping into the fray. Few doubted AT&T Despite the swirl of speculation about large technology rivals coming to Comcast's aid, industry analysts had doubted AT&T would allow itself to be outbid. Yet the truce means Ma Bell will end up with 40 percent fewer cable customers than it had hoped to gain with its purchase of MediaOne, the fourth largest U.S. cable operator with 5 million subscribers. AT&T has bet its future on the ability of cable wires to MSFT deliver all kinds of lucrative new services, including NASD local phone and high-speed Internet. Ownership of Last Chg* cable would also allow Ma Bell to bypass the local- 791/8 fit 1/16 phone monopolies of its Baby Bell offspring and avoid % Chg. V,L costly access charges, which comprise up to 40 percent +1.361 38"514,100 Cay Lo. Cay N . of a customer's long-distance bill. 767/16 797/8 Cert P.e v. Still, AT&T has had to spend more than$110 billion to 791/8 781/16 acquire the cables stems and will have to spend As of y 5 penMay 05/99 8:08 pm ET billions more to upgrade them to handle phone calls. Last Trade And it'll be several years before the moves start to pay pais M 99 DELAY�_ off. AT&Tis moving into cable in the hopes of offering lucrative nese services because of a decline in its mainstay consumer long-distance business, the profits of which have been sharply eroded by competition. With more competition on the way, that business was likely to continue to fall.r� ,eft Bartash is a reporter for CBS MarketWatch. For late-breaking market news you can't afford to miss,go to C13S.Ma rketV4latctt.com. xIs _. Search i CompuServe Main Menu Tag fff Pane Commonta!Que*yDn� personal finance http://compL,serve.marketvvatch.com/news/story.asp?h=/archive/19990505/news.../umg_story.ht 5/5/99 AT&T Buys Out Lenfest Wage 1 of 2 6111 �� They drink warm beer— sew Cahnm Home May 05, 1999: Weekly Prev'" AT&T Buys Out Leufest Search The Archive Ilio; Sora P trough The Wire E> rogr2rsn~ing New York-- In a side deal that will probably -> ay i eY stew figure into AT&T Corp.'s peace pact with �Marketirg >iinternational Comcast Corp., AT&T said it will buy out -Sean; Tics >Up-Ed the half of Lenfest Communications Inc. it didn't already own. Broadband Week >Top Stories AT&T said late Tuesday it would issue about Top Stories 43 million shares of AT&T stock --worth Industry about$2.2 billion at Monday's closin price Comcast-AT&T Swab Suns °Events y g. E>Feoe -- to H. R. "Gerry" Lenfest and his family. AT&T buys Out Lenfest �Asscciatio,ns J orators Lenfest has about 1.5 million subscribers in Iowa Town.Will Buy or Build ,>Ne`w irks the Philadelphia area, and has long been >Vendo<s coveted by Comcast, Comedy Names New Ad- Services Sales dead ?Subscribe Analysts said Comcast would probably end IMCRE» >Adver tise up controlling the Lenfest systems, which DEditoriai Calendar operate as Suburban Cable. I7Custorner Service >Masthead D,Co,n ac 'is sD That outcome "would make Comeast the >Feedback dominant cable operator in this area, adding to the company's importance to AT&T's local phone strategy," Bear Stearns & Co. analyst Ray Katz wrote in a report. "Lenfest is the 'hole in the donut" of its mid- Atlantic super cluster," he added, and Comcast probably would not have been able to acquire Lenfest "without a third party given the less-than-cordial relations between the Lenfest management and the Roberts family." In AT&T's press release, Gerry Lenfest said, "The challenges of the cable industry as it changes from one-way delivery of television to the new digital age of two-way communication with video, voice and data belong to a well-resourced and multifaceted company, and I could not be more pleased to httpJ/-vvww._rulticharnel.com/daily/l5d.shtml 5/5/99 .AT&T Buys Out Len fest Page 2 of 2 tarn the task of meeting this challenge over to AT&T Broadband &Internet Services under the leadership of Leo Hindery." - 5/4/99 'NO.r R y jlcsme Weekly Preview Broadband Week Industry Services All contents 01999��r,�rs 3u�z r�ss#n#grrn� All rights reserved. Multichannel News is a registered tradernark of Cahners Business information. Last Ucdated:05105199 03:53 PM htt-)://�vw,,v.mu'.tichannel.com/daily/1.5d.shtml 5/5/99 Multichanneb News: Search Results Page 1 of 1 multichazor"Rel NL""sk 10" INL Document 1 of 20: [Next Documentl (Return to ResultsListll [New Queryl Palo Alta Cable Co-op Sells Out to AT&T By LI4DIA HA_.I sSTED May 3, 1999 AT&T Broadband & Internet Services moved to increase its dominance in the San Francisco Bay area with an agreement to buy out the former cable cooperative in Palo Alto, Calif. Buying the franchise--which serves 28,000 customers in Palo Alto, Bast Palo Alto, Menlo Park, Atherton and other local areas --would extend the AT&T Broadband (formerly Teie-Communications Inc.)operations to 99 percent of the region. Terms of the sale were not disclosed, The agreement is in the fetter-of-intent stage, the MSO said. The system was built in 1988, after members of the community formed a cooperative board and convinced the City Council that cable service would best be provided by a company that was owned and operated by its subscribers. it won the franchise, beating out large bidders such as United Cable. Backers indicated that customers would also hold shares in the company, and that subscriber revenues would pay the bills, but it never worked out that way. The operation was restructured by the 1990s, and the system was chronically underfunded. According to reports, the system is currently$34 million in debt. Today, the system: is fully programmed at 78 channels on its two-way plant. But there is room for growth:The system reports penetration; of slightly more than 50 percent, and the Silicon Valley-adjacent area-- home to Stanford University--appears to be a ripe market for data services. In fact, the city of Palo Alto has considered launching a limited fiber-to-home trial with thoughts of expanding use of its underused fiber ring. If the city decides to proceed with that venture, AT&T Broadband could bid to participate in the project, or it could face competition from the successful bidder. Other data providers also hover in the wings, including SBC Communications Inc.`s Pacific Bell and private companies. The original franchise for the community expires next year, so AT&T Broadband might immediately move into refranchising talks. Local officials have not tipped their hand regarding their demands of the new, well-funded operator, other that to indicate that they expect AT&T Broadband to open a local office and to continue supporting local production activities. Document 1 of 20: jNext Documents [Return to Results List] [New Quer v� http://www.multicharnel.com/weekly/1999/19/pato l 9.htm 5/18/99 Consolidated AT&T Cort:, and .Subsidiaries For the Years irced December 31 1997 1996 Dallars in fx?i.Eicns,(except per share amounts) Revenues V 6113101- $50,546 3 48,ra5 Operating Expenses Access and other interconnection 16,306: 16,332 \etwork and other communications services 9=316 7,918 Depreciation ane amortization 3>827' 2,740 3,52'4 Selling,general and administrative 14,902 14.793 1L,3-E6.__. Total operating expenses 44,351 41.783 13,2E`___ Operating income 6,968 8,763 Other income-net 416 390 22a Interest excense 191 343 X90 income from Oontinumg operations de=ore income;axes 7,193 8,810 ,978 Provision for incorne taxes 2,72:. 3.237 1,93 income from continuing operations � 4,472 5,573 3.035 Discontinued Operations Income(loss)from discontinued operations(net of :axes of $50 in 1997, $(353)in 1,5'96 arta 3{1,147).n 1995) 1003 "73 { 2.396) Gain on sale of discontinued operations(ret of taxes of 343 in 1997 and $138 in.. 996) 66 162 Net`sncome $:, 4,634 3 5.908 S 1 9 weigh tea,-average common shares and potentia;common shares(millions)* 1,630 1,625 1.592 oto. Per Common Share-Basic: Income from Continuing operations $ 2.75 $ 3.46 3 1.92 income(ioss)from discontinued operations 0.06 Gain on sale Of discorltmued operations 0.04 0.10 Net income $ 2.35 $ 3.67 3 0.09 Per Common Share-Diluted: Income from continuing operations $ 2.74 $ 3.45 $ i.91 Income(loss)from discontinued operations 0.06 0.11 Gain on sale of discontinued operations 0.04. 0.10 Net income 2.84 $ 3.56 $ 0.09 * Arnounts represent the weigh ted-average shares assuming dilution from the potential exercise of outstanding stock options. Amounts are reduced by 5 rrlilHon, 6 million and 8 million sharesfor 1997, 1-996 and 1995, respectively, assuming no dilution. The notes on pages 44 through 55 are an integraf part of the consolidated financial statements. sot idateo.Salaoce Sheets A;&" Coro. and Subsid:aries At Oecerncer 31 .1997 996 DaUarsin Millions Assets Cash and cash equivalents 145 $ Receivables,less allowances of $977 and 5942 Accounts receivable 8,573 3.969 Other receivatoies 5,684 6.140 Deferred rcome taxes 1,252 1.266 Other c;srrent assets525 698 - Total current assets 16,1`r9 7.0"r3 Prap+Yr;y,plant an epurprrent-net ___._.... _ 22,7*.0 19.736 Licensing costs, net-rf acc:urtuiateo anrortszaticn of 51.076 and 5:'_3 8.329 5.071 Inveszrnents 3,357 3.375 Lartg•iefPTi fere!Vabl?S 1,794 8r 2 Precala;ens on costs 2.1156 1.933 Other assets 2,:09 2.312 Net asserts of discontinued operations 1.101 .,Si0 _ Total assets —— 3.58,635 5 5.332 Llabif"3tie, Accounts davaoie - 6,2.4.3 3 6, 57 Payroll and cenefit-relatea haduities 2,348 2.614 Dect rnaturrng wit^in one year 3,998` 2,149 Divicends payable 538 536 Other current llaoil;t;es _ :,3115_ 4.395 411. Total current!lacilitles 116,942 6,151 Long-term debt 6.826 7.883 Long-term benefit-retatect Ilab:iities 3,142 3.037 De#errec income taxes 5,711 4.827 Other Iong-tarm liabilities and.w,eferrec credrts 3.367 3139 Total liabilities 35,988 35,087 Shareowners' Equity Common shares,par value$1 per share 1,524. 1,623 Authorizea shares:2,000,000,000 Outstanding shares: 1,624,213.505 at December 31, 1997; 1,623,487,64.5 at December 31, 1996 Additional paid-in capital 15,75. 15,697 Guaranteed ESOP obligation (70) (96) Foreign currency translation adjustments (28) ( 7) Retained earn;ngs 5,370 3,078 Total si:areowners' equity 22,647 20.295 Total liab4lkies and shareowners' equity $58,635 $ 55,382 The notes on pages u4 through 55 are an integral par,of the conso!idated financ,ai statements. ,. ! 1: -i -' i : .. iChang^ :s 1. ` iuity r, AT&T Corp. and Subsidiaries Por the veers ended bacemoer 31 i 997 1995 1995 ,o1!ars in Millions Common Shares Balance at beginning of year 5= 1,623 $ 1.596 $ !,569 Shares issued,net: Under employee plans I 19 13 'J r. shareowner plans _ 3 3 Other — — Balance at end of year 1,624 1,62.3 1,595 Additional Paid-in Capital Balance at beginnirg of year 15,697 16.6ia "5.825 Shares;ssuec(acquirec), net: finder employee plans (24) 975 598 Under snareowner plans 9 43a 687 Other 69 _ 31 -Divlcends declared _ 427) - S ±n-offs of Lucent and.NCR _ ( 2.326) _ Balance at end of year 15.751 15,6?7 ;6.61- Guaranteed ESOP Obligation Baiance at beginning of year (96) ( 254% 306 Amortization 26 52 i Assurrnoyon by Lucent _ :.06 _ Balance at end of year 1 70) too ( 254) 42, Foreign Currency Trans;ation Adjustments Balance at beglnn:ng of year (7) 5 145 Translation ad;ustrnents (21) (31 Soin•offs of Lucent and NOR _ 21 - Balance at end of year (28) ( 7) Retained Earnings(Deficit) Balance at beginning of year 3,078 ( 537) 687 Net incorne 4,638 5,908 139 -Dividends deciared ( 2,145) ( 2.132) 1,570) Treasury shares issued at less than cost ( 187) - -- Other changes (14) (i 1) 57 Balance at enc of year 5,370 3,078 ( 687) Totall shareowners'equity $22,647 $20.295 `S 17,274 In March 1990;we issued 13.4 million new shares of common stock in connection with the estadiishment of an ESOP fea- lure for the nonmanagerrient savings pian. The shares are beim allocated to pian participants over ten years commenc- ing in July 1990 as contributions are rnade to the plan. We have 100 Trillion authorized shares of preferred stock at$1 par value. No preferred stock is currently issued or outstanding. -he notes on pages 44 through 55 are an integral part of the consolicated financial statements. AM': Consolidated of Cash-Flows AT&T Coro. and Subsidiaries For the nears cnciev,gecember 31 1997 i 996 1 J5 Oo!lars�n f+�iliiori9 Operating Activities Net income 4,5238 $ 5,908 3 139 Add:(incorne)ioss from discontinued operations ( 10O) ( 173) 2,896 Crain on save of discontinued operations (fib) { 162) - Income from continuing operations 4,472 5.973 3.035 Ad;ustrnents to reconciie net inoorne to net cash provided by operating activities of continuing operations: Restructuring and other charges -- - 3,023 Ceoreciation and amortization 3,827 2.740 2.586 Provision for uncoilectidles 1,957 1.938 1.63 ncrease in accounts receivable ( 1,431) ( 2.165) 2.220 Increase in accounts payarfe 16 513 812 Net increase in ceder ooerating assets and viabilities ( 787) ( 1,079) (87) Other adjustments`or noncash;terns-net 383 35 ( 524) Net casts Provided by operating activities of continuing operations 8,437 7.875 8.'_'98 fnvestirtg Activities Capital expenditures ( 7,143) ( 6.33,.) P^odds from sale or disoosa of property,giant and equiprr int i69 1415 204 ,Jncrease)decrease in finance assets (465) 3.,L99 1.845 .Acquisitions of iicanses C 435) ( 267) 1.978) Net deerease(increase)in frivestments 109 ( 140) 9 Oisnositions(acqulsttions),net of cash acquired :,513 2,149 { 3,4C6} 4?. Other investing activities-net 155) (23) ( 2 40; Net cash used in investing activities of continuing operations {6.407) { 975) ( 8.163} financing Activities Proceeds from,long-term deur issuances -- - 2.392 Retirennents of long-term debt ( 662) ( 1.2361) 2.137 1, (Acquisition)issuanceof commornshares ( 263) 1.293 ',2'_d Dividends paid ( 2„142) { 2.122} ( 2,088) Increase(decrease)in short-term borrowings-net 2,124 { 5.301} 1,976 Other financing activities-net -92 1,986 100 Net cash(used in)provided by financing activities of continuing operations ( 1,801} ( 5,380) 1.457 Net cask used in discontinued operations (84) ( 1,595) ( 1,544; Net increase(decrease)in cash and cash equivalents 145 (75) (52) Cash and cash equivalents at beginning of year - 75 127 Cask and cash equivalents at and of year 145 $ - $ 75 The notes on pages 14 through 55 are an integral part of the consciidatea tinanc;ai statements. ATT Outlines Data Strategy Multichannel Hews By FRED DAWSON September 21,1998 WASHINGTON — AT&T Corp.is preparing an aggressive cable-,data- and voice-packaging strategy in conjunction with its planned ac- quisition of Tele-Communica- tions Inc., including free ac- cess to Web sites via the set-tori box. Dan Shulman, president of A'I"&T's Worldnet :ata-ser- vices unit, outlined his com- pany's thinking last week I' SHULMAN about how it will bundle ser- v=_ces as it moves to an ever more IP-centric (Internet pro- tocol) paradigm that will eventually include voice and some TV services, as wet', as Internet data. "IP is absolutely mission- critical to the future of AT&T," Shulman said at the Voice on the Net conference here. "We're transitioning every- thing that we do to the TP in- frastricture." As part of basic cable, cus- torners will be able to access the Internet, pay bibs, shop online and perform other tasks on their TLi screens, us- ing the cable modern that will, be built into their set-top boxes,Shuhnan said. in addition, AT&T Con- sumer Services, the unit that wil'', rxti what is now i CI's ca- ble operation, will offer a See AT&T, page 66 CZ 5 "' Cr` ..� U�rS cu cc ul Ln to cz LM 4:3 Ln � �C."� .. .i J � C7 s.., 'tl � �D L s r= ^J,,,•, � `',{, o.. > is n� J ,,, ,� i 'r � -a � "� y n � Fes• ��'t��f s s� `� tr cr CP tr .a zo cz cr zi E 31 cr cz .Gig J 'r O Kyca tr us " od A 16 a cs c tr Zr C: .., U C: "�.c` CO gp L 5 AT&T's new networked world (5/09/1999) Page 1 of 6 i for her for hirn for home :: • � Ivtercury tenter� Classifieds ��. Z Commerce j Pror;otions I Tools gig r Tech columnist Dar. Silicon Valley News Gillmor says if the`Ned, 3reakinq News ! -D' El'P T. H � /V: W � MP3 end the rest of Latest€-te d€€nss ��,, _�APnoiggy today's digital music ; ch -Reuters Tech,o€oav Pasted a.9:14 p.m. PDT Sunday, May 9, 1999 wares had beer, around InCep-r-Dep €ntert et when he played music t, News for a living, he might .Viewpointsstill be in the music ..MQma GunnAT&T's new networked business. -Scot Willis Te!,h Toon$ Special Reports. j Tech News Ar chive L,d r ISE MEN r In Time For czc�c lytorr€i �cI SV . Challenge: Building quality convergenceA. I sac for its customers. Israe €��h ,. i ' Tech Stocks ! ferrel Dai,y AT&T Corp. is reconstructing its end-to-end F € €rtr network of years ago,but with a twist: Local;phone Can Cillmor service will be furnished in many areas through Ad Adarn Lash€r€sky. high--capacity cable TV networks, including those ; Laptops Talk #s Cheap purchased from Tele-Communications Inca AT&T I SV,Dispatches ; s i Tech est,Drive also is preparing to leave behind the conventional ! Modem, Driver method of handling phone calls in favor of Internet4@M E—Ma This st#g Term Sheet techniques. The current method creates a dedicated 14 roister of Info connection from one phone to the other, while so- print Thi's Story called Internet Protocols route multiple OMDar ies db conversations and data sessions through shared urv...gy pipelines. irvesti G .LO_Q ev Fool Job Hunter David C. Nagel, a former top Apple executive and now AT&T's chief _Baia v. grvey. technologist, and Frank Ianna, AT&T's president of network services, visited Camp any Watch the Mercury News recently to talk about these transitions. The following Apple Intel transcript was edited by Mercury News staff writers Jon Healey and,Stephen m'cEos^ft..... Buel. Personal C€Imputing QWhat does the shift to communications via Internet Protocol mean for consumers? i DAN NAGEL: I think IP means lower cost. It means more integration of services. http://www.mcrc,arycenter.com/svtech/news/indepth/docs/at',051099.htm 5/10199 AT&T's new networked world(5/09/1999) Page 2 of syn 1 :, When 1 flew into Newark(N.J.) the other night, I checked five voicemail boxes: I have my New York apartment, I checked my office in California, my home in California,my office in New Jersey and my cell phone. That's nuts! I Key woxdon't want to do that anymore. Company Of IP means being able to have a single mailbox, a single place to go. It helps us engineer things so that they're not as complex as they are today. Another thing that we haven't talked about that is really important is the always-connected thing. That's another big deal. First of all, you save a lot of time. But you can also do a lot of things that you can't do with dial-up. You can do alerting. You can have services that tell you when your kids are getting out of school or when your stock should be traded. How are you going to make the services AT&T offers over cable more reliable than'TCI's high-speed data services are today? A NAGEL: We're going to slowly get the overall reliability of this whole network up to the standards that we consider to be acceptable standards. The problem;is, this is a convergence of industries. We've got the data industry on one hand converging with the telephone industry. Customers typically don't like to make Negative progress when these kinds of things happen. So I think they're going to hold us to a very high standard,which means we're going to have to upgrade the data stuff to telephone standards. QAT&T is testing a conventional phone-over-cable service in Fremont. When will you start to try out the Internet Protocol phone techniques? A NAGEL: We've got equipment in the laboratory right now. Certainly by the end of this year we'll have a prototype service up and nming. My guess is,we'll have it in the hands of what we call friendlies,those are people who are not going to pay for it,(in the) early part of next year. And hopefully by the middle of next year, we'll have the quality and performance and all the features cranked up. Will you eventually charge people by the amount of information they send and receive? A NAGEL: I don't tEnk so. I think the inevitable is charging by the connection. If you want a phone, it's$5.95 a month. Use it as much as you want, Because the marginal cost is approaching zero --per minute,per packet, per whatever. IANNA: The packaging, I think,will look more life flat-rate pricing and package pricing. http://www.,.nercur,vcenter.corrlsvtechhews/indepth/docs/attfl5l 099.htm 5/10/99 AT&T's new networked world(5/09/1999) Wage 3 of 6 Phone,cable and Internet companies today don't seem to offer consumers what they really want,which is something that's convenient and understandable. Isn't this a substantial problem? NAGEL: What you're seeing is an industry that's trying to figure out how to differentiate itself with a basically undifferentiable product. Everybody's long distance is pretty much the same. So you slice and dice, you give people airline miles. I think the thing that's going to happen now, we did introduce:Digital One Rate(a wireless phone plan that charges the same for local and long distance calls) and customers did like it. As soon as we can move our economics to that kind.of thing, you're going to see a lot of Digital One;Ratti plans that are really simple. You've got your cellular phone, you've got your data networks, you've ,got this, you've got that, you've got TV, $99 a month, all you can eat. Everyone can understand that. The other thing is, we're trying to move to differentiation. One of the reasons we're buying cell phone companies and cable TV companies is so we can provide every conceivable communication service someone wants. You can have your e-mail,you can have your voice mail, you can have those things integrated, you can have them displayed on your TV, you can have them read to you over your phone. QWhy not enable people to customize their own packages via the Internet?.NACzEL: You're absolutely right, you should be able to get on a Web site, dial up how many bits you want per second or your quality of service. I envision a future in which you can do exactly that, and you can tailor your stuff to:abet your exact needs. And you can probably do that on the fly. You know, "Aunt Gladys showed up, I need an extra phone line." Click, extra phone line. Give her her own number from wherever she was in.Des Moines. That's the kind of thing that you do want to do, and that's exactly what all this re-engineering,once it's done, is going to enable you(to do). You mentioned earlier that the TV gets the Internet into more Domes. How do you see the TV acting as an interface for people? A NAGEL: Just look at the numbers. Plus or minus a few percent, 50 percent of the people it the U.S. now have a PC. So it's 50 percent that don't. Ninety- seven percent of the people or more have a TV. A lot more people are familiar with and comfortable with a TV than they are with a personal computer. I think it's because they're getting harder to use. http://www.marc,,irycenter.cornsvtevll/:�ews/it,.epth/docs/attO5I099.htm 5/10/99 AT&T's new networked world(5/09/1999) Page 4 of 6 When we did the announcement in New York on the Microsoft deal, someone said, "Well, are users going to be able to load software on their set-top boxes?"I said. "No. What's the whole point; it's an appliance."Ifyou make it a PG, you're going to cut out half the market, in effect. $o the whole idea is to use the TV. Q But what about pricing?I don't know how much of a factor it is, but I imagine some people find the extra$20 a month for dial-up or the extra$40 to $50 a month for high-speed Internet access to be something that they don't what to take on. NAGEL: I'm not saying it's going to go from 50 to 1.00 percent,but my point is it's a lot more accessible. People are comfortable with TVs. In the new world,people will programs their TVs to record their favorite program because they're not:going to be there. They're going to be doing end-user programming,but no one had,better say that to them because they won't do it. A lot of people,roughly half, don't want a.PC, they can't afford it. But even if they could afford it they don't know what the hell they'd do with it. Everyone knows what they want to do with their TV. They want to watch it and they're going to be able to do stuff like record stuff really easily without watching the blinking 12:00. How can you handle the bandwidth demand? Right now,people who are on @Home complain about slowdowns in the afternoon and stuff like that. If each of them is sending a 500k stream, you're dead. Your cable isn't big enough. A NAGEL: We recognize that that's a problem. But remember, this is sort of first-generation data stuff. We're going to have to get through a couple of years probably of figuring out how to solve these various problems. IA NN`A.: There are logical things you can do to evolve the architecture to take into account the things that will occur. You start to see traffic patterns evolve that you can begin to engineer for and take into account in advance. NAGEL: We've been working on a second-generation system for the last five years in the labs. We're going to be rolling that out and doing a trial of that in a fairly major city next year. Which gets fiber much farther out to the customer. Q Fiber to the neighborhood, fiber to the curb, fiber to the what? - A NAGEL: Keep going. http://www.mere,aryce .ter.cornJsvtech/news/indepth/docs/attO5lO99.ht 5/10/99 AT&T's new-networked world(5/09/1999) Page 5 of 6 Q Fiber to the home? A NAGEL: Eventually. This is a second-generation architecture that begins to move the fiber farther and farther out. You don't do it until you need it,but fiber to the neighborhood is sort of a first step. Q What's the relationship between customer demand and network capacity going to be? Is it going to be as tumultuous over the next five years as I' imagining? A IANNNA: You'd always love to be able to say, "I had the exact technology ready to deploy"when that market demand comes there. I think we saw an example with Digital One Rate where I'm seeing growth rates on the wireless network they never saw before. You did one relatively sir€mple marketing thing, the product didn't change a lot. "Traffic on the network is going to double this year. My biggest problem right now is keeping up with demand. So are we going to be smarter the next time we do something like that?I hope So. Q That is also Pac Bell's biggest problem now in keeping up with demand.for its DSL. It seems to be an @Home problem. Is that going to be lots of companies'problem for a long period of time, while networks adjust to demand? A NAGEL: It is going to be a time of rapid change in the next couple of years. There's a group of people in this country, tens of millions, for whom there are going to be no choices for a long, long time. What's going to happen with them.?You raised the point earlier about the severe disadvantages that people will race if they can't get to this stuff. I don't hear anybody in the industry talking about what's going to happen for all of there. You're all after the high rollers --which is very sensible. What's going to happen to all the low rollers and the people who live remotely enough that they can't get any of this stuff? A?BAGEL: We're in business. And so one of the things that we do is we try to maximize our business opportunity. If we don't, we're dead. Companies are not philanthropic in general and they increasingly cannot afford to be, in a highly competitive environment. We're going to have to see the government step in and provide the conditions under which people will go out and provide these services. http:/iwurw.mercurveenter.com/sxatech/news/indepth/docs/attO51099.htm 5/10/99 AT&T's new networked world(5/09/1999) Page 6 of 6 ...�.� �� �� c 01999 Mercury tenter.The informaticr�you receive online`corn Mercury tenter s protected by the copyright laws of the united States.The copyright iaws prohibit any copying,redistributing,retransmitting,or repurposing of any copyright-protected matedai. 191-'V,z Hi tin...iiev News 3 in.Time.,FcsY..,,. I CuEumns I Como n,i€s � Perscn i Co r�u ir�ts Commerce Promotions 1 fools I Heid t Mercury Center lClassifieds for home for tier for him 3,i http://www. ercurycenter.com/svtech/:sews/indepth/docs/attO51O99.htm 5110199 Muftschannef News -Match 8,1999 ----------------- RIGAS' DEAL OF THE CENTURY Adelphia Stays Buying Spree with $5.2T Purchase By KENT GIBBONS , IIII �� operate in T,os�.ngeles.borne of ' .. '�: �;; Century�s 7 2,000-subscriber ger waC^2Ia^^. Adelphia joint renture Gv til �ele^�OT^ . CO rrlur2SC C.O 1 Corp. i mu ic3 Or s Inc. _ >c J. double in size i. about S b oa*Ade fp# tr uy Cer;t=,�y CEO Bernard tea' 10 days. Wall Streeters were _._ iagher told analysts that chaL: Century Carrtrstunsctt+ns ,, scratching their heads over .an Leonard Tow.who controls the ca danv's sudden bold. Cord *r illtor s� rl fs.� Century; saw ``sigrj'_-7cant up- ness and.wondering where it's 3/ ` '. W r o side possiiiuties'ideiplxia. headed. F or that reason,Tow chose to ::. take about 31,6 billion. or 75- Adelphia emerged last F° i- C€�a tef Cr srxaucricatibrss;�2 day as the surprise winner at ns##€#ori suhsr:# ..7"f98 - percent of his consideration. in auction of venture Corsr�mur.- X2.8 bfl0w;Aftes to buy< �delph:a stock. which "he has cations Core_ agreeing to pay no intention of se ing,; Ga:- about,S5.2 billion ira stock.cash. Marcus Cab#e; 1.., million 'agher said.Tow wall join Adel- and assumed debt for Cencur,- subscrbers, 4/98 pma's board of directors. and its 1.8 mi lion ubscriiaers, S2..3 bifflont Adelphia to buy 'Tow put Charter up icr sale Analysts considered the price Front#erVis#on Partners L.P., in December, hir ng Donald- high — about $3.600 ger stab- 7C}O.t30C subsczibers,2/99 son. Lufkin & Jenrette Inc. to scr ben, or around 1 times ca- $704 m#tf#ow Comcast Corp. explore strategic a?terna bie cash ;?ow--and Adelphia s tives." That ^arse after Tow share price feFd eariv Friday and buy ccnuo#o banes and NEcrosoft Corp.cofounder, while o her MSO shares rose. €ntercab€e ftic., 1 mifflon sub- Paul Allen, principal owner of Coudersport,Pa.-based Adel- son8/98 Charter, were unable to come phia presumably outbid the to terms on a sale price, ac- likes of MediaOne Group Inc, Source:MCN research cording to sources. and Charter Cornmurications See ADELPHIA, page Sf --a pair of suitors that already v J s r o s J cr ht PJ J tr h tz AA tx ZJ Ln -gi .p .t. �: .r v +` 7' p' -R ri cr tr tr tr JnjF7 cr .� -.. .® .. RESOLUTION NO. RESOLUTION OF CONTRA COSTA COUNTY, CALIFORNIA APPROVING THE TRANSFER OF THE CABLE TELEVISION FRANCHISE WHEREAS, Century Cable of Northern California ("Franchisee") owns, operates, and maintains a cable television system (the "System") in Centra Costa County, California (the "Franchise Authority"), pursuant to Ordinance:No. 93-55 dated August 10, 1993; Resolution No. 941364 dated July 12, 1994 and.Agreement for the Delivery of Access Programming in Contra Costa County dated July 20, 1993 as amended June 20, 1995 (collectively, the "Franchise"), and Franchisee is the duly authorized holder of the Franchise; and. WHEREAS,Century-TCI California,L.P., a.partnership between certain affiliates of°Franchisee and TCI(the "Partnership"), and.TCI of East San Fernando Valley, L.P. ("Transferee") are parties to an asset exchange agreement pursuant to which the System and the Franchise will be transferred to Transferee (the "Exchange Agreement"); and WHEREAS, immediately prior to closing of the Exchange Agreement, the Franchise will be contributed.by Franchisee to the Partnership (after one or more intermediate transfers pursuant to an internal restructuring), and pursuant to the Exchange Agreement will then be immediately transferred from the Partnership to Transferee(the "Transfers"); and WHEREAS, Franchisee and Transferee:have requested consent by the Franchise Authority to the Transfers in accordance with the requirements of the Franchise and have filed an FCC Form 394 with the Franchise Authority; and WHEREAS,the Franchise Authority has investigated the qualifications of Transferee and finds it to be a suitable transferee; NOW THEREFORE BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS FOLLOWS: SECTION 1. The Franchise Authority hereby consents to the Transfers, all in accordance with,the terms of the Franchise. SECTION 2. The Franchise Authority confirms that (a) the Franchise was properly granted or transferred to Franchisee, (b) the Franchise is currently in Bill force and effect and will expire on August 10, 2004, subject to options in the Franchise, if any, to extend such term, (c)the Franchise represents the entire understanding of the parties and Franchisee has no obligations to the:Franchise Authority other than those specifically stated in the Franchise, and (d) Franchisee is materially in compliance with the provisions of the Franchise and there exists no fact or circumstance known to the Franchise Authority which constitutes or which, with the passage of time or the giving of notice or both, would constitute a material default or breach under the Franchise or would allow the Franchise Authority to cancel or terminate the rights thereunder, except upon the expiration of the full terra of the Franchise. SECTION 3. Transferee may transfer the System and/or the Franchise, or control related thereto, to any entity controlling, controlled by, or under common control with Transferee. SECTION 4. The Franchise Authority hereby consents to and approves the assignment, mortgage, pledge, or other encumbrance, if any, of the Franchise, the System, or assets relating thereto, as collateral for a lean. SECTION 5. This Resolution shall be deemed effective for purposes of the Transfers upon the consummation of the transactions contemplated by the Exchange Agreement(the "Closing"). SECTION 6, The Franchise Authority releases Franchisee, effective upon the date of the Closing (the"Closing Bate") from all obligations and liabilities under the Franchise that accrue on and after the Closing Bate,provided that Transferee shall be responsible for any obligations and liabilities under the Franchise that accrue on and after the Closing Bate, SECTION 7. This Resolution shall have the force of a continuing agreement,with Franchisee and Transferee, and Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Franchisee and Transferee. PASSED, ADOPTED AND APPROVED this—day of 1999. By: ATTEST: Clerk I, the undersigned, being the duly appointed, qualified and acting Clerk of Centra Costa County, California, hereby certify that the foregoing Resolution No. is a true, correct and accurate copy as duly and lawfWly passed and adopted by the ,governing body of the County on the_day of 1999. Clerk - 2 - II. EVALUATION OF PROPOSED TRANSFER in any franchise transfer, a number of considerations must be taken into account, including the following. Whether the transferor has been, and currently is, in compliance with the requirements of the existing franchise. Whether the transferee agrees to comply with the requirements of the existing franchise, or wishes to change any of the franchise terms. • Whether the transferee is legally, financially and technically qualified to operate the cable system. • What Impact the transfer may have on cable subscribers and the franchising municipality (e.g., the impact upon subscriber rates or quality of service). �► What conditions, if any, the franchisor can legitimately impose upon the transfer. These issues are reviewed in this report. A. Transfer and Ownership Structure The FCC Form 394 lists the transferor of the franchise as: Century Cable of Northern California Century Communications 50 Locust Avenue New Canaan, Connecticut 06349. The transferee is listed as: TCI of East San Fernando Valley, L.P. 5619 DTC Parkway Englewood, Colorado 80111. Century and TCI have entered into an "Asset Exchange Agreement" as of November 18, 1998, which essentially consists of two major transections. In the first transaction, TCI and Century are contributing a number of their cable systems in Southern California to a new partnership, Century-TCI California, L.P. (the Partnership). The various cable systems are located in the Counties of Los Angeles, Orange, San Bernardino, Ventura, San Diego, Riverside, Santa Barbara and Kern. Century will awn 75% of the Partnership and TCI will own 25%, with Century being the Managing Partner of all the Partnership's cable 2 systems. This arrangement, which permits TCI to transfer the management of some of its cable systems that are not located near their major "clusters," while still retaining an equity in those systems, is similar to arrangements made by TCI with other cable operators. This first transaction is not covered by this evaluation report. In the second transaction, which is the subject of this report, TCi and Century are exchanging a number of cable systems, rather than contributing them to the Partnership. TCI will exchange its East San Fernando Valley cable system in Los Angeles, serving approximately 90,000 subscribers, for Century's Northern California systems (also approximately 90,000 subscribers) in the Cities of Benicia, Fairfield, Rohnert Park and San Pablo, and unincorporated portions of Contra Costa County. As a result of these exchanges, TCI will extend its cable system dominance in Northern California, while Century will increase its "reach" in Southern California, both in torms of cable systems it will receive from the exchange and those TCI systems in the Partnership that Century will manage and operate. B. Transferee (qualifications Since the ultimate owner of the cable transferee in this case, TCI of East San Fernando Valley, L.P., is now AT&T, it is appropriate to examine AT&T's qualifications. AT&T is now the dominant owner of cable systems in the United States, both with its recent acquisition of TCI and its currently pending acquisition of MediaOne, as well as a number of other smaller recent acquisitions (such as those indicated in Appendix B). (1) Legal Qualifications The AT&T acquisition of TCI closed recently, so that AT&T legally can control any TCI cable franchise, of which the County's would be one, if the County consents to the transfer. (AT&T's pending acquisition of MediaOne, however, still must receive regulatory approval from the Department of Justice and the FCC.) (2) Financial !Qualifications AT&T is one of the largest U.S. corporations. Its most recent financial statement, for the 1997 calendar year, is contained in Appendix C, and Indicates the following performance: 3 Figures Rounded Revenue $ 51 billion Earnings before interest, taxes, depreciation and amortization $ 11 billion (EBITDA) Operating Income $ 7 billion Net Income $ 5 billion Operating Cash Flow $ 8 billion AT&T's balance sheet, as of December 31, 1997 (see page 41 of Appendix C) lists the following: Total Assets $ 58.6 billion Total Liabilities $ 36.0 billion Shareholders' Equity $ 22.6 billion (Assets minus Liabilities) Thus, AT&T's sales, operating cash flow and net worth are approximately an order of magnitude greater than: those of the largest cable operators. AT&T must certainly be considered as financially qualified to operate TCi's cable systems. (3)Technical_Qualifications AT&T, in addition to its core long-distance voice and data services, has substantial interests in a number of telecommunications areas, including the following: Wireless and wired voice and data services. In 1997, AT&T acquired Teleport Communications Croup, Inc. (Teleport) which has fiber optic network facilities in 66 U,S. metropolitan areas. On-line computer data and Internet Protocol services. • Network technology and integration, including the deployment of Synchronous Optical Network (SONET) facilities. • International telecommunications. 4 With its recant cable acquisitions, AT&T would have either full ownership or an equity interest in four of the largest cable operators, TCI (100%), MediaOne (100%), Time Warner (25%) and Cablevision Systems (37%). AT&T previously has announced its plan to upgrade the cable systems that it acquires to be able to offer local telephony and high-speed Internet access services, as well as other advanced telecommunications services. Appendix D indicates some of these plans. AT&T has indicated, after the TCI acquisition, that it is prepared to invest substantial funds into accelerating the upgrade of those TCI cable systems (at least those in TCI's metropolitan area "clusters"). Estimates of such funds range up to ten billion dollars in the next few years. TCI's recent upgrade efforts, in comparison, have been in the $1.5 billion per year range. Presumably, AT&T will invest similarly in its newly acquired non-TCI systems as well. With this background,� is clear that AT&T has the technical qualifications to operate the TCI cable systems. It should be noted, however, that to date AT&T's core services have not included video programming and distribution, which are the key characteristics of cable systems. In the future, as a possibility, there may be some conflict in priorities as to which services and cable systems receive the most resources. C. Compliance with Existing Franchise It is beyond the scope of this report to determine whether issues exist with respect to passible Century non-compliance with the requirements of the existing franchise. If, in the County's opinion, any significant non-compliance issue exists, this should be settled prior, to or concurrent with, the County's granting of consent. A less desirable option is for the County, in the transfer resolution, to specifically reserve all rights to determine whether a non-compliance issue has existed, and resolve the issue later with TCI or Century or both. D. tither Issues A number of other issues are related to the transfer, including the following (1) Impact upon Subscribers and the County The legislative history of the 1992 Cable Act, which established the current franchise transfer procedures, indicates that franchising authorities, in considering whether to grant their consent, can take into account any potential negative imp that the transfer may have on cable subscribers or the community. 5 Two significant areas where there can be a major impact upon subscribers are rates and the. quality.of service provided by the operator. In this case, it is likely that the franchise transfer from Century to TCI will have a beneficial, rather than detrimental, impact in both these areas. With respect to rates, Century has a general history of rates being among the highest in the cable industry (particularly in comparison to the other operators in the top ten in size). As a specific illustration, Figure 1, extracted from a recent newspaper survey, compares cable operators in the Los Angelesmetropolitan area. As can be noted for TCl and Century, the two participants in this transaction, the comparison is as follows; Operator Basic Channels Basic_Rate Cast per Channel TCI raj $ 27.31 $ 0.41 Century 71 42.07 0.59 It can be seen that Century's per channel rate is almost 5Q% higher than TCI's rate. Although the survey was taken for only a portion of the Los Angeles area, its results are consistent with other areas where TCI and Century operate. Consequently, a fair presumption is that subscriber rates, under continued Century management, might very well be substantially higher than they would be under-TCl management. There is no guarantee of this, since TCI, without rate regulation, also could increase its rates to what it believed the market could bear. Given the past and current practices of both companies, however, the presumption appears well founded. The second area of potential impact upon cable subscribers is the u gf service provided. In this area, there appears to be even more potential subscriber benefits. In a large number of the communities it serves, Century's responsiveness to bath subscriber and community issues has been considerably less than satisfactory. Apart from potential improvements in rates and service quality, ATU's future plans could provide the County's residents with new services much sooner than if the cable system continued to be operated by Century. As part of TCI's major cable system cluster in Northern California, this area is a high priority for the introduction of telephone and data service by AT&T. s Watching Cable nhe' XVa eys Sewn cable systems serve the San Fernando,Santa Clarity and Antelope valleys,and all are In a different stage of development concerning upgrades and high-tech new of emlgs.Some,such as Ute Falcon and Mercus cable companies,have ccinpleted flyer FIGURE 1 optic updates Uel will allow them io offer lntemet acid telephone services throught their cable lines,On the oihcf hand,tine 94,000 subscribers of the'Cl operation in the east San Fernando Vallay will likely haus to wait years before they ar$offered lice new p services–the updating of that system has yet to begin, CABLE OPERATOR COMPARISON I + .t r ` C- Pitts yon f .Comntrr ;* 14, 1 u , �,2.=J'L +' t t'h 126 +Gants p 0 5 c ` Smttn I t *u.4,. 5 Sylmar s� �:rs+�an Air. �' + Patter $ Ranch %.' Glendoto Ctrs nuc€es nv€. f7EV Si. .,•.218 j f J Stmt valley ( j chat�svtcort_h 405 ,\ t 1r tto stOf Sr. s #tnrl�ank as , { t ROSGOE BL V 170 g _ Thouasn9 Oak* r VICTORY BLVD34 A�wrriAktlts�Cslabaaas i��.,�. `� ,ItBL y..� '` s i01 .wsatlake i 1,+ C$bls S etaata Subsctlbw $a4l$�CkaSl " sittrl[Y,l! Mum clans peagrw at ad atm- "radt 33&9 $aft l etn$nda wham detay$d V 28 � i b9ittt�i3ltsat8rtevrl#rtt 'i bitty r Yr t'i 1 t '�` �e ,4$Arils areas In Jitfle,Patmeling d �atAi"&7top"aphone seNcet'nctr0 ''�'"'s `,+�„...; „.'T _ A7' -�' ,, t, •1 ., f s 'T I~w±+a.... gCabtatkte& Media ors 61,000 79-Sykw.Sufliand, $36,86-Sylmar Fiber opll„uMade st$t'xs,completed in SYl— KOO caw, $35.73-Surdand "and,40%f+rasW tri Sylmar.just bW Ssariand/yang$ i 63-Saida Cwte S,37.62-KagelCmwn In Santa Clattta.Warner and tateowe 'fit cation $41.47-Santa lantit t to be otterad ir.some l:pptred Santa ClarK$ Clarits(6ty) . $tees late this year. $39.67-Satlta Clarlta(county areas} T'C1 94,000 67 $2731 Ratr ol*upWo rat yet begun.AT&T €astwey i plans to soon Spoke system.Uteri li anew AV=tints e _ 0Wn0WP IS Cel”CaWe 4ater Lhla YaX aye y But Cemo ad for sate. + _ �g 4K'fttylLNU-' 5 !a K t mIni.,�-,y.,,. 3y�(' Falm 17,Qt)9 61 55486'• k,;' f tttdeta Fe�zt{(itt Calabasas ¢MWtsra't ffiC Am a bean this year.v$rrrarfdg Hwd"Hits .;k {' ydtls!{T&T t0"A"tJally aft plan$s+mt. 11,000 70-.. y l Jl ► ,k�U$`C � .�• � ;,�- owt�atsh� tee t Source: Los Angeles Times t , February. 14, 1959. 9913£St3 �1 Nakt # tbyl~$rA#7$ptest sUadt+sieeya ••tnwldistahEiaMb7w9as+ ^ xt l t #px?a'.,..e1 4,' 7 (2) Pending Ac uisition of Century It has been announced that Century will be acquired by Adelphia Communications Corp., a cable operator based in Coudersport, Pennsylvania (see Appendix E). Consequently, if the County denies or delays its consent to the transfer of TCUAT&T, it will face a request in the near future to consent to the transfer of its cable franchise from Century to Adelphia. (3) County's Reservation of Rights Even if it appears that Century is in substantial compliance with the terms of the current franchise, there could be some contingent liabilities';that are not immediately apparent. For example, there may be some franchise fee underpayment. Since the transfer consent request contains timetables that are primarily for the convenience of the transferor and transferee, if the County accommodates these timetables, it should not be expected to wane its rights to recover any monies due. Consequently, a reservation of rights, as part of the transfer consent, appears to be appropriate. Alternatively, if TCI will agree to assume any potential liability, this would resolve the issue. (4) Reimbursement of Costs As is very evident, franchise transfers are becoming much more frequent than in the past, and probably will be even more frequent in the foreseeable future, because of rapidly changing technology and regulation, and the development of new services that are aimed at large "clusters" of subscribers, rather than individual communities. There is an ongoing trend for the larger cable companies (or new entrants) to acquire smaller systems that can enhance their coverage in selected geographic areas, and also for the large companies to "swap" systems that they sawn, that might be located away from their major service areas, for other systems that are closer. Furthermore, even a very large cable operator may be acquired. Since a transfer is primarily for the benefit of the buyer and seller, and since municipalities have no control over when such a transactionmay occur, or how many times it occurs during a franchise terra, this process sari hardly be termed a normal regulatory function, whose costs would be absorbed by franchise fee revenue. Because of this, it appears perfectly justifiable for the County to require reimbursement of reasonable out-of-packet costs to evaluate and process the transfer, as a condition of the transfer. AGREEMENT RELATING TO THE CONSENT OF CONTRA COSTA COUNTY TO THE TRANSFER OF CENTURY COMMUNICATIONS CABLE TELEVISION LICENSE TO TCI OF EAST SAN FERItiIANDO VALLEY, L.P. This Agreement (the "Agreement") entered into this day of , 1999, between and among Contra Costa County ("County"), Century Cable of.Northern California d.b.a. Century Communications (the "Transferor"), and TCI of East San Fernando Valley, L.P. (the "Transferee"). WHEREAS, through various previous transfers, acquisitions, and conveyances, all of which were duly approved by the County, the County granted a license (the "License") to operate a cable television system within the County (the "System") to the Transferorpursuant to the provisions of governing County codes (the "Ordinance"). WHEREAS, the Transferor and Transferee filed a written application to the County (the "Application"), wherein they have requested the consent of the County to the transfer of the License to Transferee; and WHEREAS, the Board of Supervisors of Contra Costa County has reviewed the Application as well as all relevant documents, staff reports, and recommendations; and WHEREAS, pursuant to County Ordinance Code Section 58-4.028, the transfer of the License cannot be concluded without the written consent of the County; and WHEREAS, based upon the evidence presented to the Board, it has determined that it would be in the public interest to conditionally approve the transfer of the .License. NOW, THEREFORE, it is agreed by and between the parties as follows: 1. The Board hereby gives its consent and approval to the transfer of the License as described in the Application. 2. The granting of this consent to the transfer of the License does not waive the right of the County to approve any subsequent transfer of the License or subsequent change in the ownership and/or control of the Transferee, and there shall be no further transfer of the License or material change in the ownership or equity composition of the Transferee which requires prior consent of the County pursuant to the License or the Ordinance without the further written consent of the Board of Supervisors. 3. By executing this Agreement, the Transferor and Transferee agree and acknowledge that (1) this Agreement and the approving resolution is not a new franchise, the granting of a franchise, or the renewal of the existing License, but rather is exclusively an agreement governing the transfer of the License, and said Agreement neither affects nor prejudices in any way the County's rights thereunder; (2) that compliance with the License and Ordinance, as of the date of closing of the transfer of the License, is neither commercially impracticable nor economically infeasible as these terms are used in Section 625(e) of the Cable Communications Policy Act of 1984 and/or theCable Television Consumer Protection and Competition Act of 1992 (collectively the "Cable Act"). Transferee agrees that in judging whether particular obligations are commercially impracticable, the parties will not consider the economic burden of debt service, debt service coverage, or equity requirements incurred directly or indirectly to fund the transfer of License to the extent such debt service, debt service coverage, or equity exceeds the debt service, debt service coverage, or equity requirements of the Transferee or any related entity, as they existed prior to the transfer of the License. 4. By executing this Agreement, the Transferee hereby unconditionally accepts, acknowledges, and agrees that, after the transfer, it will continue to be bound by all the commitments, duties, and obligations, present, continuing, and future, of the Licensee embodied in the License, the Ordinance, the Agreement, any orders and directives of any administrative agency relating to the License or the System, including, but not limited to, the Federal Communications Commission (the "Commission") (collectively, the "Franchise Documents"), to the .maximum extent required by law, and that the transfer will have no effect on these obligations. The Transferee acknowledges its review and understanding of the Franchise Documents. The Transferor and the Transferee agree and acknowledge that neither the transfer nor the County's approval of the Application shall in any respect relieve the Transferor, Transferee, or any of their successors-in-interest of responsibility for past acts or omissions, known or unknown, or for any obligations or liabilities pursuant to the Franchise Documents. To the extent that the Transferee or any related person or entity, challenges the validity or interpretation of said above-listed documents in the future in any administrative proceeding or court of law, such a challenge shall be subject to all defenses which would have been available to the County had the Transferor, Transferee, or any related person or entity, brought said challenge(s) including, but not limited to, waiver, estoppel, consent, unclean hands, and accord and satisfaction, as well as any and all defenses independently available against the Transferee. Transferee agrees that it shall take no action or fail to take any action which would not comply fully with the provisions of the License. 5. Any material violation of this Agreement shall be deemed to be a violation of the Ordinance and the License. 6. The County hereby gives the Transferor and Transferee notice that the grant or transfer of the License may create a taxable possessory interest upon which the Transferor and Transferee may be liable for the payment of certain taxes. The Transferee hereby acknowledges that it has received actual notice as required by Revenue and Taxation Code Section 107.6. 7. The Transferor and Transferee will not file new, amended, supplemented, or modified Cost of Service forms, by way of a new, amended, supplemented, or modified FCC Form 1220 (with or without a related FCC Form 1205 and/or 1210), or any successorforms, for a period of four (4) years from the date of the acceptance of this Agreement (the "Forbearance Period"). During the Forbearance Period, the maximum permitted rates for County regulated services shall be exclusively adjusted, if at all, pursuant to the formula and methodology contained in the current FCC Forms 1210, 1235, and 1240, or their successor forms (the "Rate Adjustment Forms"), and the Transferor and Transferee hereby waive, relinquish, and release any right they may possess to seek rate adjustments in excess of the amounts which would be allowed pursuant to the Rate Adjustment Forms. 8. The Transferor shall pay to the County within ten(10) days of the Beard's approval of this Transfer Agreement the sum of one thousand five hundred dollars ($1,500) in full satisfaction of all costs in relation to this proceeding in accordance with Section 58-4.020 (b) of the County {ordinance Code. 9. This Agreement shall be deemed effective upon its execution by the Transferor and Transferee, which execution must occur within ten (10) days of the approval of this Agreement by the Board of Supervisors. Within thirty (30) days after approval by the Board, the Transferee shall file with the Clerk of the Board its written acceptance of the License, in a form satisfactory to the County Counsel, together with all required bonds and insurance certificates, as required by Section 58-4.028(i) of the County Ordinance Cade. If the Agreement is not executed or the written acceptance, bonds, or insurance certificates are not filed within the specified time limits, the Board's consent to transfer of the License shall be become null and void and the transfer of the License shall be deemed disapproved as of the date of approval of this Agreement by the Board of Supervisors. 10. (a) '1e County acknowledges that the Transferor has paid $7,755 to the County, which the Transferor represents and warrants is fall and complete payment for all franchise fee underpayments relating to the deduction of the franchise fee from Dross Annual Receipts for the purpose of calculation and payment of the franchise fee (the "5-on-5 Issue") for calendar years 1995 through 1998. Nothing herein shall release Transferor or Transferee from any liability relating to franchise fee underpayments, and Transferee and Transferor shall remain liable for all lawfully determined franchise fee deficiencies. (b) If, and only if, Transferor, Transferee, or any related entity, attempts, or actually passes through, line-itemizes, surcharges, or otherwise increases any otherwise lawful regulated maximum permitted rate to recover all or a portion of the amounts paid to the County pursuant to Paragraph (a) above, the County may, if it so chooses, pursue actions, administrative, judicial, or otherwise, against Transferor and/or Transferee for non-compliance with the License, interest, penalties, or any other remedy available to the County. 14othing herein shall constitute an admission or evidence of liability on the part of the Transferor or the Transferee. 11. Transferor and Transferee agree to defend, indemnify, and hold the County, its governing board, officers, and employees harmless against any loss, claim, damage, liability, or expense (including, without limitation, reasonable attorney's fees) arising out of this Agreement and/or incurred as a result of any representation or warranty made by Transferor or Transferee herein or in the Application or in connection with the County's review of the transfer of License which proves to be untrue or inaccurate in any material respect. In the event the County receives any such notice of a loss, claire, damage, liability or expense, the 'County shall promptly notify 'Transferor and Transferee, which shall, at the sole discretion of the County, assume sole and direct responsibility for defending against any such loss, claim, damage, liability, or expense. 12. Any consent given by the County in this Agreement and in any resolution approving the transfer of License is not an affirmation that Transferee, Transferor, or any predecessor in interest is in compliance with, or previously complied with the License. Any consent is made without prejudice to or waiver of the County's right to obtain full remedy for any past non-compliance. Any consent given by the County in this Agreement and any resolution approving this Agreement is not a finding that, after the transfer of License, Transferee will he financially, technically, or legally qualified, and no inference will be drawn, positively or negatively, as a result of the absence of a finding on this issue. Any consent is therefore made without prejudice to, or waiver of, the County's right to fully investigate and consider Transferee's financial, technical, and legal qualifications and any other relevant considerations during any proceeding including, by way of example and not limitation, any pending renewal proceeding. Without limiting the foregoing, any approval of the transfer of License is not a finding or representation that the License will be renewed or extended (and',approval shall not create an obligation to renew or extend the License), that the Transferee is financially, technically or legally qualified to hold a renewed License; or that any other renewal issue that may arise with respect to past performance or future cable-related needs and interests will be resolved in a manner favorable to Transferor or Transferee. Unless provided for within this .Agreement, nothing in this Agreement shall constitute a waiver of any of Transferor's or Transferee's rights or remedies under federal, state, or local law. 13. Transferee represents and warrants that it does not hold a Certificate of Public Convenience and Necessity from the California public Utilities Commission to provide telecommunications services or any other services in the State of California'. The signatories hereby affirm that this Transfer Agreement has been entered into on a voluntary basis without duress and has been undertaken in a manner consistent with federal, state, and local law. The signatories to this agreement further represent and warrant that they possess full legal authority on behalf of their principals to enter into this Transfer Agreement. CONTRA COSTA COUNTY CENTURY CABLE OF NORTHERN CALIFORNIA d.b.a. CENTURY COMMUNICATIONS ("Transferor") By. Board Chair ATTEST: Phil Batchelor, Clerk of By: the Board of Supervisors and Name: County Administrator Title: By: By: Deputy Name Title: APPROVED AS TO FORM: Victor J. Westman, County Counsel TCI OF EAST SAN FERNANDO VALLEY,L.P. ("Transferee") By. Deputy By: Name: Title: SD. 14 6/8/1999 Contra Costa County,California TCI/Century Transaction FCC Form 394 -ederal CanmitsticWons Commission Approv03 b QNI$ Washington,D.C.20554 FCC 394 3060-13573 APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE FOR FRANCHISE AUTHORITY USE ONLY SECTION I. GENERAL INFORMATION DATE January g9, 1999 I. Community Unit Identification Number: CA 0576 2. Application for- 1" Assignment of Franchise E] Transfer of Control 3. Franchising authority: County of Contra Costa,California 4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located: County of Contra Costa,California 5. Date system was acquired or(for system's constructed by the transferor/assignor)the date on which service was provided to the first subscriber in .e franchise area: 09/26/73 6. Proposedeffective date of closing of the transaction assigning or transferring ownership of the system to When all conditions to closing transferee/assignee: have been met. Currently anticipated to be 120 days from.he ding ofthis Form 394. 7. Attach as an Exh*bit a schedule of any and all additional information or material filed with this application I Exhibit No. that is identified in the franchise as required to be provided to the franchising authority when requesting 1 its approval of the type of transaction that is the subject of this application. PART I-TRANSFERORIASSIGNOR r -fes t fir Legal name of Transferor/Assignor(if individual,list last name first) Century Cable of Northern California Assumed name used for doing business(if any) Century Communications Mailing street address or P.O.Box sib Locust Avenue City New Canaan State CT ZIP Code 06840 Telephone No.(include area code) (203)972-2000 2.(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer off-control Exhibit No. (including any exhibits or schedules thereto necessary in order to understand the terns thereof). If there is only 2 an oral agreement,reduce the terms to writing and attach. (Confidential trade,business,pricing or marketing information,or other information not otherwise publicly available,may be redacted). (b) Does the contract submitted in response to(a)above embody the full and complete agreement between the � Yes* [] No transferor/assignor and the transferee/assignee? IfNo,explain in an Exhibit. *As permitted by Item 2.(a),certain confidential or other information not Exhibit No. otherwise publicly available has been redacted. N/A FCC 394 September 1996 PART II-TRANSFEREE/ASSIGNEE 1.(a) Indicate the name,mailin address,and telephone number of the transferee/assignee. regal name of Transferee/Assignee(if individual,list last name first) TO of East San Fernando Valley,L.P. Assumed nacre used for doing business(if any) N/A Mailing street address or P.Q.Box 5619 DTC Parkway City StateZIP Code Telephone No.(include area code) Englewood CO 80111 (303)267-5500 b Indicate the name,mailing address,and tel hone number of person to contact,if other than transferee/assi ee. Name of contact person(list last name first) Evans,Susie Firm or company name(if any) TO West,Inc.a Mailing street address or P.Q.Box 1850 Mt.Diablo Boulevard,Suite 200 city State ZIP Code Telephone No.(include area code) Walnut Creek CA 94596 (925)9.27-7026 I (c) Attach as an Exhibit the name,mai' address,and telephone number of each additional person who Exhibit No. should be contacted,if any. iN/A d indicate the address where the stem's records will be maintained. Street address 1850 Mt.Diablo Boulevard,Suite 200 city State ZIP Code Walnut Creek CA 94596 2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and Exhibit No. orations of the system as a consequence of the transaction for which approval is sought. NIA* *pehe transferee assignee has no current plans to change the current terms and conditions of service and operations of the system as a consequence of the transaction for which approval is sought. RCC 394(Page 2) September 1996 SECTION I. TRANsFEaREE'S/ASSIGNEE'S LEGAL QLALIFICAT11ON5 1. Transferee/Assignee is: TCI of East San Fernando Valley,L.P. Corporation a. Jurisdiction of incorporation: d. Name and address of registered agent in jurisdiction: b. Date of incorporation: c. For profit or not-for-profit: Limited Partnership a, Jurisdiction in which formed: c. Name and address of registered agent in Jurisdiction: Colorado b. Date of formation: The Prentice-Ball Corporation System,Inc. October 29,1985 1560 Broadway Denver,Colorado 80202 General Partnership a: Jurisdiction whose laws govern formation: b. Date of formation: g Individual Cather. Describe in an Exhibit. Exhibit No N/A 2. T.ist the transferee/assignee,and,if the transferee/assignee is not a natural person,each of its officers,directors,stockholders beneficially holding more than 5%of the outstanding voting shares,general partners,and limited partners holding an equity interest of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully-the lettered items below refer to corresponding lines in the following table,) (a)Name,residence,occupation or principal business,and principal place ofbusmess. (If other than an individual,also shove name,address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant first,officers,next, then directors and,thereafter,remaining stockholders and/or partners. (b)Citizenship. (c)Relationship to the transferee/assignee(e.g.,officer,director,etc.). (d)Number of shares or nature of partnership interest. (e)Number of votes. (f)Percentage of votes. (a) TCI of East San Fernando Valley, United Cable Television of Los Angeles,Inc. L.P. Operation of Cable Television Systems Operation of Cable Television 5619 DTC Parkway Systems Englewood,CO 80111 5619 DTC Parkway Englewood,CO 80111 Voting Authority: Stephen M. Brett 5619 DTC Parkway Englewood,CO 80111 U.S. Citizen ('rb) Colorado Limited Partnership Colorado Corporation (c) Transferee General Partner and Limited Partner 4 1 (d) N/A General Partner and Limited Partner (e) N/A (f) N/A Forty-One Percent(41%),General Partner Fifty-Seven and Fifty-Six One Thousandths Percent(57.056%),Limited Partner FCC 394 Pale 3 Septem'X96 3. If the applicant is a corporation or a limited partnership is the transferee/assignee formed under the Yes L..! No laws of, or duly qualified to transact business in, the Mate or other jurisdiction in which the system MN operates? Exhibit No. If the answer is No; explain in an Exhibit. N/A" TCl of East San Fernando Valley,L.P is a Colorado limited partnership qualified to transact business in California, 4. Has the transferee/assignee had any interest in or in connection with an application which has been r Yes � No dismissed or denied by any franchise authority"? If the answer is Yes; describe circumstances in an Exhibit. Exhibit No. N/A 5. Has an adverse finding been made or an adverse final action been taken by anycourt or administrative body with respect to the transfereelassignee in a civil, criminal or administrative ® Yes � No proceeding, brought under the provisions of any law or regulation related to the following: any felon yy; revocation, suspension or involuntary transfer of any authorization (inclin udcable franciises) to provide video programming services; mass media related antitrust or unfair competition; fraudulent statements to another governmental unit; or employment discrimination? If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, Exhibit No. including an identification of any court or administrative body and any proceeding(by dates and file N/A numbers, if applicable), and the disposition of such proceeding. 6. Are there any documents, instruments, contracts or understandings relating to ownershior future El Yes � No ownership rights with respect to any attributable interest as described in Question 2(including, but not limited to, non-voting stock interests, beneficial stock ownership interests, options, warrants, debentures)? If Yes, provide particulars in an Exhibit. 7. Do documents, instruments, agreements or understandings for the pledge of stock of the ® Yes ® No transferee/assignee, as securityy for loans or contractual performance, provide that: (a)voting rights will remain with the applicant, even in the event of default on the obligation; (b) in the event of default, there will be either a private or public sale of the stock; and (c)prior to the exercise of any ownership rights by a purchaser at a sale described in(b), any prior consent of the FCC and/or of the franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of the franchise agreement will be obtained? If No, attach as an Exhibit a full explanation. Exhibit No. 3 SECTION III-TRANSFEREE`SIASSIGNEE'S FINANCIAL QUALIFICATIONS I. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from ®Yes LJ No committed resources to consummate the transaction and operate the facilities for three months. 2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generally Exhibit No. accepted accounting principles, including a balance sheet and income statement for at leas#one full 4 year, for the transferee/assignee or parent entity that has been prepared in the ordinary course of business, if any such financia]statements are routinely prepared. Such statements, if not otherwise publicly available, may be marked CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent permissible under local law. SECTION IV--TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, experience Exhibit No. and expertise regarding cable television systems, including, but not limited to, summary information about 5 appropriate management personnel that will be involved in e system's management and operations, The transferee/assignee may,bort need not, list a representative sample of cable systems currently or formerly owned or operated. FCC 394 Page 4) Sectem9er 1 96 SECTION V-CERTIFICATIONS Part 1-Transferor/Assignor Ali the statements made In the application and attached exhibits are considered material representations,and all the Exhibits are a material part hereof and are Incorporated herein as If set out in full In the application I CERTIFY that the statements in this application are true Signature Century Cable of Northern California complete and correct to the best of my knowledge and belief and are made in good faith. WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE {Date PUNISHABLE BY FINE ANC}/OR IMPRISONMENT. U.S.CODE, January 19, 1999 TITLE 18,SECTION 1001. Print full name Clifford A. Bail Check appropriate classification: El Individual General Partner t Corporate Officer L1 Other. Explain: Mice President- (indicate Trtie) Legal Affairs Part it-Transferee/Assignee All the statements made In the application and attached Exhibits are considered material representations,and all the Exhibits are a material part hereof and are incorporated herein as if set out In full In the application. The transferee/assignee certifies that he/she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application,and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations,and to effect changes,as promptly as practicable,in the operation of the system,If any changes are necessary to cure any violations thereof or defaults thereunder presently In effect or ongoing. I CERTIFY that the statements In this application are true, Signature TCI OF EAST SAN FERNANDO VALLEY,L.P. complete and correct to the best of my knowledge and belief and By: United Cable Television of Los Angeles, Inc., its are made In gond faith, general partner WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE Date PUNISHABLE BY FIDE AND/OR IMPRISONMENT. U.S.CODE, TITLE 1$,SECTION 1001, Print frill name Derek Cham Check appropriate classification: 0 Individual El General Partner LMA Corporate Officer t.. Other. Explain: (indicate'Title) Vice President FCC 394(nage S) September 1996 SECTION V -CERTIFICATIONS Part I-Transferor/Assignor Ali the statements made in the application and attached exhibits are considered material representations,and all the Exhibits are a material part hereof and are 'incorporated herein as if set out in full in the application. z Signature Century Cable of Northern California I I CERTIFY that the statennents in this application are true, corn-rlete and correct to the best of my knowledge and belief and l are made in good faith. Date WILLFUL FALSE STATEMENTS MADE ON THIS FORD ARE PUNISHABLE BY FINE AND/OR IVMMR€SONMMNT. U.S.CODE, Print Bill nacre TITLE 18,SECTION 100 1. Clifford A. Bail Check appropriate classification: Individual LJ General Partner ® Co „�r{porate Officer El Other, Explain: ( Vice Pr6-`Aient:Titie L Leal Affairs Pars II -Transferee/Assignee All the statements made iii the application and attacined Exhibits are considered material representations,and all the Exhibits are a materiai part hereof and are incorporated herein as if set out in full in the application. The transferee/assignee certifies that he/she: (a) €gas a current copy of the FCC's Rules governing cable television systems. 0-1 '--:as a current copy of the franchise that is tine subject of this application,and of any applicable stale laws or local ordinances and ted regulations. ;c) Will use its best effo-tts to comply with the terms ofthe franchise and applicable state laws or local ordinances and related regulations,and to effect changes, as promptly as practicable,in the operation of the system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. Signature TCI OF EAST SAN FERNANDO VALLEY,L.P. € CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and By: United Cable Television of Los Angeles, Inc., its general I are made in good faith. � partner Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE January 19, 1999 11 PUNISHAULE BY FINE AND/OR IMPRISONMENT. U.S. CODE, ---- T€TLE 18, SECTION 100'. Print full name IDerelc Chang Check appropriate classification: ® Corporate Officer 0 Other, Explain: i Individual General Partner (Indicate Title) Mice President i FCC 394(Page 5; September 1996 a��w. �`:.. ... �� : ��� �^ \ \ t \ \ \ \ \ \ ��� � \ \ \ \ \ . \ � \ 3 q� 3 i i 3 Exhibit 1 s i i Any specific information required by the franchise for the type of transaction that is the subject of this application has been set forth in the specific answers required by this Form 394, has previously been provided by transferor to the franchising authority, or is attached to this Exhibit 1. January 19, 1999 C p i Attachment to Exhibit 1 f 1. The following is the name and address of each partner of Transferee: United Cable Television of Zoos Angeles, Inc. and United Cable Television Corporation 5619 DTC Parkway Englewood, Colorado 80111 } 2. Transferee has no current plans to change the construction, installation and maintenance policies or other operations of Transferor's cable system. f 3. Transferee intends to operate the system in the existing franchise and service area. 4. Transferee intends to operate the system in accordance with the terms of the franchise and provide the services currently provided by the Transferor. 5. Transferee presently operates a cable system in Contra Costa County. It is anticipated that Transferee's existing policies relating to outages,late fees and system maintenance; methods of addressing consumer complaints; method of record keeping; proposed or actual rates and charges to subscribers for installation and service; and service agreements will remain in place, and the acquired system will be transitioned in over time. 6. Exhibit 4 sets forth Transferee's financial statements (submitted under separate cover as Confidential). January 19, 1999 C: C G: G: F. Exhibit 2 f' r; Exhibit 2 Attached is the Asset Exchange Agreement darted as of November 18, 1998 among TO of East San Fernando Valley, L.P. and Century-TCI California, L.P. (the "Exchange Agreement"). In connection with the transactions contemplated by the Exchange Agreement, transferor/assignor will be undergoing an internal restructuring pursuant to which one or more intermediate transfers of the system and the franchise may be made immediately prier to the transfer to transferee/assignee. These transfers include a contribution by transferor/assignor of the system and the franchise to Century-TCI California, L.P., a partnership between certain affiliates of transferor/assigner and transferee/assignee. January 19, 1999 EXECUTION COPY ASSET EXCHANGE AGREEMENT 9 A dated as of November 18, 1998 among TCI OF EAST SAN FERNANDO VALLEY,L.P. a►nd CENTURY-TCI CALIFORNIA, L.P. TABLE OF CONTENTS SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 1992 Cable Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.2 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.3 Annualized Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.4 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.5 Basic Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.6 Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.7 Cable Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.8 Cable Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . < . . . . . . . . . . 2 1.9 Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.10 Century . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.11 Century Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.12 Century Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.13 Century Leased Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 1.14 Century Other Intangibles . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.15 Century Other Real Property Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.16 Century Owned Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.17 Century Required Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.18 Century System Contracts . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1,19 Century System Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.20 Century System Licenses . . . . . . . . . . . . . .. . . . . . . . . . . < . . . . . . . . . . . . . . . . 4 1.21 Century Tangible Personal Property . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . - .4 1.22 Century's Cable Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.23 Closing Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 1.24 Communications Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 1.25 Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.26 Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.27 Equivalent Basic Subscribers(or"EBSs") . . . . . . . < . . . . . . . . . . . . . . . . . . . . . . . 5 1.28 Environmental Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.29 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.30 ERISA Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . < . . . . . . . . . . . . , . . . . . . . . . . 6 1.31 Expanded Basic Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.32 FCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.33 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.34 GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.35 Governmental Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.36 Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.37 HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.38 Judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.39 Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . „ 7 i 1.40 Leased Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.41 Legal Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.42 Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.43 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.44 Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.45 Non-TV Products and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.46 Other Real Property Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.47 deed Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.48 Pay TV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.49 Permitted Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.50 Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.51 Required Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.52 System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.53 System Contracts . . . . . . . . . . :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.54 System Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.55 System Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.56 Tangible Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.57 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . > , . . . . < . . . . . . . . . . . 9 1.58 TCI Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.59 TCI Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.60 TCI Leased Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1.61 TCI Other Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1.62 TCI Other Real Property Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1.53 TCI Owned Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1.64 TCI Required Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1.65 TCI System Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1.66 TCI System Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1.67 TCI System.. Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1.68 TCI Tangible Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3.69 TCI's Cable Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1.70 Third Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1.71 Transaction Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1.72 Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1.73 accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 2. EXCHANGE , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 2.1 Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 3. CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.1 Value of assets; Cash Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.2 adjustments to Brash Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.3 Calculation of Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3.4 Post-Closing Rate Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 -ii SECTION 4. ASSUMED LIABILITIES AND EXCLUDED ASSETS . . . . . . . . . . . . . . . . . . 18 4.1 TCI Assumed Obligations and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 4.2 TCI Excluded Assets . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . 18 4.3 Century Assumed Obligations and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 4.4 Century Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 5. THE PARTIN'ERSHIP'S REPRESENTATIONS AND WARRANTIES . . . . . . 21 5.1 Organization and Qualification of the Partnership . . . . . . . . . . . . . . . . . . . . . . . 21 5.2 Authority and Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 5.3 No Conflict; Required Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 5.4 Assets . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 5.5 Century System Franchises, Century System Licenses, Century System Contracts and Century Other Real Property Interests . . . . . . . . . . . . . . . . . . . . . 22 5.6 Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 5.7 Environmental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 5.8 Compliance with Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 5.9 Patents, Trademarks and Copyrights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 5.10 Financial Statements; Undisclosed Liabilities; Absence of Certain Changes orEvents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 5.11 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 5.12 Tax Returns; Other Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 5.13 Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 5.14 Century Systems Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 5.15 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 5.16 Bonds; Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 5.17 Finders and Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 6. TCPS REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . 31 6.1 Organization and Qualification of TCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 6.2 Authority and Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 6.3 No Conflict; Required Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 6.4 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 6.5 TCI System Franchises, TCI System Licenses, TCI System Contracts and TCI Other Real Property Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 6.6 Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 6.7 Environmental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 6.8 Compliance with Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 6.9 Patents, Trademarks and Copyrights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 6.10 Financial Statements; Undisclosed Liabilities; Absence of Certain Changes orEvents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 6.11 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -. 38 6.12 Tax Returns, Other Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 _ ........ ......... ......... ......... ......... ......... ......... ......... ......... ......... ........ . _..... ......... ......... ......... ......... ......... ......... ......... ......... . .. ........ . __ 6.13 Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 6.14 TCI Systems Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 6.15 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 6.16 Bonds; Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 6.17 Finders and Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41 SECTION 7. ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 7.1 Access to Premises and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 7.2 Continuity and Maintenance of Operations; Certain Deliveries and Notices . . .41 7.3 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 7.4 Leased Vehicles; (ether Capital Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 7.5 Required Consents, Estoppel Certificates, Franchise Renewal . . . . . . . . . . . . . . 45 7.6 Title Commitments and Surveys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 7.7 ISR Notification . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 47 7.8 Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 7.9 Programming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 7.10 Schedules and Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 7.11 Use of Fames and Logos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 7.12 Transitional Billing Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 7.13 Confidentiality and Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 7.14 Bulb Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 7.15 Allocation of Value to Exchanged Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 7.16 Lien Searches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 7.17 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 7.18 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 7.19 Cooperation as to Dates and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 7.20 satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 7.21 Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 7.22 Environmental Repor`.s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 7.23 Year 2000 Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 SECTION 8. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 8.1 Conditions to the Partnership's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 8.2 Conditions to TCI's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 SECTION 9. THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 9.1 The Closing; Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 9.2 TCI's Delivery Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 9.3 The Partnership's Delivery Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 10. TERMINATION AND DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 10.1 Termination Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 iv- SECTION 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 11.1 Survival of Representations and Warranties . . . . . . . . . . . . . . . < . . . . . . . . . . . . 61 11.2 Indemnification by TCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 11.3 Indemnification by the Partnership . . . . , . . . . < . . . . . . . . . . . . . . . . . . . . . . . . . 62 a 1.4 Third Party Claims . . . . . . . . . . . . . . . . . . . . < . . . . . . . . . . < . . . . . . . . . . . . . . . . 63 11.5 Limitations on Indemnification-TCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 11.6 Limitations on Indemnification-the Partnership . . . . . . . . . . . . . . . . . . . . . . . < 64 11.7 Other Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 SECTION 12. MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 12.1 Parties Obligated and Benefited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 12.2 Notices . . . . . . . . . . . . . . . . . . :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 12.3 Right to Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . < . . . . . . . . . . 66 12.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 12.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 12.6 Choice of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 12.7 Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 12.8 Rights Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 12.9 Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 12.10 Late Payments . . . . . . . . . . . . . . . < . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . < . . 67 12.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 12.12 Entire Agreement . . . . . . . . . . . . . . . < . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 12.13 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 12<14 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 12.15 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 12.16 Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 12.17 Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . < , . 69 12.18 Commercially Reasonable Efforts . . . . . . . . . . . < . . . . . . . . . . . . . . . . . . . . . . . . 69 -V - ......................................__ _ _. ........ ......... ......... ...... ......... ......... ......... ....... ......... ......... ......... .................. .. ......... .......... LIST OF SCHEDULES AND EXHIBITS Shed es Schedule 1.9 Cash Flow Adjustments Schedule 1.12 Century Leased Property Schedule 1.14 Century Other Real Property Interests Schedule 1.15 Century Owned Property Schedule 1.17 Century System Contracts Schedule 1.18 Century System.Franchises Schedule 1.19 Century System Licenses Schedule 1.24 Century Tangible Personal Property Schedule 1.58 'TCI Leased Property Schedule 1.60 TCI Other Real Property Interests Schedule 1.51 . TCI Owned Property -Schedule 1.63 TCI System Contracts Schedule 1.64 TCI System Franchises Schedule 1.65 TCI System Licenses Schedule 1.66 TCI Tangible Personal Property Schedule 4.2 TCI Excluded Assets Schedule 4.4 Century Excluded Assets Schedule 5.3 Century Required Consents Schedule 5.4 Century Liens and Permitted Liens Schedule 5.7 Century Environmental Matters Schedule 5.8 Century Rate Regulation utters Schedule 5.10 Century Financial Statements; Century Changes or Events Schedule 5.11 Century Litigation Schedule 5.13(a) Century Employees Schedule 5.13 Century Plans; Employee Matters Schedule 5.14 Century Systems Information Schedule 5.16 Century Bonds Schedule 6.3 TCI Required Consents Schedule 6.4 TCI Liens and Permitted Liens Schedule 6.7 TCI Environmental Matters Schedule 6.8 TCI Rate.Regulation Matters Schedule 6.10 TCI Financial Statements; TC1 Changes or Events Schedule 6.11 TCI Litigation Schedule 6.13(a) TCI Employees Schedule 6.13 TCI flans; Employee Matters Schedule 6.14 TCI Systems Information Schedule 6.16 TCI Bonds vi Exhibit A Century Systems Exhibit B TO Systems Exhibit 7.5(b) Form of Estoppel Certificate Exhibit 9.2(b)(1) Form of Bill of Sale and Assignment Exhibit 9.2(b)(2) Form of Assumption Agreement _vii _ ............................ ...... ........ ....... ...................................................................................................................................................... ............................ ''I'll.............I...... ASSEI EXCHANGE ASQUEYtE, TI-IIS ASSET EXCHIANGE AGREEMENT ("Agreement") is made and entered into effective as of the 18th day of November, 1998, by and between TCI of East San Fernando Valley, L.P.,a Colorado limited partnership ("TCI") and Century-TCI California, L.P., a Delaware limited partnership (the "Partnership"). RECITALS A. Century owns and operates cable television systems which are franchised or hold other operating authority and operate in and around San Pablo, Benicia, Fairfield and Rohnert Park, California and the other communities in California listed on Exhibit A (the "Century Systems"). Exhibit A lists each Century System, the headends for such System, the franchises served by such System and the owner of such System. Pursuant to a.Contribution Agreement dated of even date herewith among the Partnership, Century Exchange LLC ("Century Exchange"),certain of its Affiliates, and certain Affiliates of TCI (the "Contribution Agreement"), Century Exchange has agreed to contribute substantially all the assets of the Century Systems to the Partnership. B. TCI owns and operates cable television systems which are franchised or hold other operating authority and operate in and around .East San Fernando Valley, California and the other communities in California listed on Exhibit B (the "TCI Systems"). Exhibit B lists each TCI System,the headends for such System,the franchises served by such System and the owner of such System. C. This Agreement sets forth the terms and conditions on which the Partnership will convey to TCI substantially all of the assets held for use or used in connection with Century's Cable Business and TCI will convey to the Partnership substantially all of the assets held for use or used in connection with TCI's Cable Business, all in such a manner as to effect, to the extent reasonably possible, a like-kind exchange of such assets under Section 1031 of the United States Internal Revenue Code, as amended(the "Code"). D. This Agreement amends and restates in its entirety the original .Asset Exchange Agreement dated as of November 18, 1998 among the parties hereto. AGREEMENTS In consideration of the mutual covenants and promises set forth herein, the parties agree as follows: SECTION 1. DEFINITIONS In addition to terms defined elsewhere in this Agreement, the following capitalized terms or terms otherwise defined in this Section 1 shall have the meanings set forth below: 1.1 1992 Cable-Ac . The Cable Television Consumer Protection and Competition Act of 1992, as amended, and the FCC rules and regulations promulgated thereunder. 1.2 li=. With respect to any Person, any Person controlling,controlled by or under common control with such Person; „control" .means the ownership, directly or indirectly, of voting securities representing the right generally to elect a majority of the directors (or similar officials) of a Person or the possession,by contract or otherwise, of the authority to direct the management and policies of a Person. 1.3 :Annualized Cath Flow. As of any date of determination, four times Cash Flow for the most recent three full calendar months ended prior to such date. 1.4 . The Century Assets or the TCI Assets, as the contdxt requires. 1.5 Basic Services. The lowest tier of cable television service offered to subscribers of a System that includes the retransmission of local broadcast signals as defined by the 1992 Cable Act. 1.6 Bu i_ nem ss Day. Any day other than a Saturday, Sunday or a day on which the banking institutions in Denver, Colorado or New York,New York are required or authorized to be closed. 1.7 fide Act. The Cable Communications Policy Act of 1984, as amended, and the FCC rules and regulations promulgated thereunder. 1.8 Cable Business. Century's Cable Business or TCI's Cable Business, as the context requires. 1.9 Cash Flow. For any period (a) for any TCI System, the "Operating Income/Loss Before Corporate Overhead" of such System as reported on such System's profit and loss statement for such period and (b) for any Century System, the "Net Operating Income and Loss" of such System as reported on such System's profit and loss statement for such period, in each case without taking into account any interest income or nonrecurring items of income, gain or expense and as further adjusted for the matters identified on Schedule 1.9, it being agreed that Cash Flow and the line items identified above for any System shall continue to be calculated in a manner consistent with that used for such System as of the date of this Agreement. 1.1 . The Partnership and those predecessors in interest with respect to the Century Systems that are Affiliates of Century Communications Corp., a Texas corporation. 1.11 Century Assets. All assets, properties,privileges, rights, interests and claims, real and personal,tangible and intangible, of every type and description that are owned, leased, held for use or used in connection with Century's Cable Business that are to be contributed to the Partnership pursuant to the Contribution Agreement, including Century Tangible Personal Property, Century -2 - ................................ ......... ........ ....................... .._.. ......... ......... ......... ......... ......._ _.... ........ . ... ......... ......... ......... ........111.1 ..... ......... .......... ....... ......... .... .... ......... .................1.1 .1 ....1 ..... .... .... 1111 Owned Real Property, Century Leased Property, Century Other Real Property Interests, Century System Franchises, Century System Licenses, Century System Contracts, Century Books and Records and Century Other Intangibles, but excluding any Century Excluded Assets. 1.12 Centore Books and Records. All engineering records, files, data, drawings, blueprints, schematics,reports, fasts,plans and processes and all other files of correspondence, lists, records and reports concerning Century's Cable Business, including subscribers and prospective subscribers of the Century Systems, signal and program carriage and dealings with Govermm-nental Authorities, including all reports filed by or on behalf of Century with the FCC and statements of account filed by or on behalf of Century with the U.S. Copyright Office. 1.1_3 Century Le=d P_r_Qp.- All leasehold interests in real property that are held for use or used in connection with Century's Cable Business and that are to be contributed to the Partnership pursuant to the Contribution Agreement, including those described as Century Leased Property on Schedule 1.12. 1.14 Century Qther_Infangjhles. All intangible assets other than. Century System Franchises, Century System Licenses and Century System Contracts, including subscriber lists, accounts receivable, claims (excluding any claims relating to Century Excluded Assets), patents, copyrights and going concern value, if any,that are owned, held for use or used in connection with Century's Cable Business and that are to be contributed to the Partnership pursuant to the Contribution Agreement. 1.15 Canford Cather Real Pr=rty Interests. All easements and rights of access(other than those relating to multiple dwelling units)and other interests in real property that are held for use or used.in connection!with Century's Cable Business and that are to be contributed to the Partnership pursuant to the Contribution Agreement, including those interests described as Century Other Real Property Interests on Schedule 1.14,but not including Century Leased Property or Century Owned Property. 1.16 Ce_ ntu y C)wm!:d Emp rty. All fee interests in real property that are held for use or used in connection with Century's Cable Business and that are to be contributed to the Partnership pursuant to the Contribution Agreement, including those described as Century Owned Property on Schedule 1.15 and all improvements thereon. 1.17 Century Required Consents. Any and all consents, authorizations and approvals required for(a)the Partnership to transfer the Century Assets to"TCI; (b)TCI to operate the Century Systems and to own,lease,use and operate the Century Assets and the Century Systems at the places and in the manner in which the Century Assets are used and the Century Systems are operated as of the date of this Agreement and as of the Closing; and(c) TCI to assume and perform the Century System Franchises, the Century System Licenses, the leases and other documents evidencing Century Leased Property and Century Other Real Property Interests and the Century System Contracts,including those consents,authorizations and approvals required under the Century System m , a Franchises,the Century System Licenses,the leases and other documents evidencing Century Leased Property and Century Other Real Property Interests and the Century System Contracts. 1.18 Qentury System Contracts. All pole line agreements, underground conduit agreements, crossing agreements,multiple dwelling,bulk billing or commercial service agreements, leased channel access agreements and other Contracts (other than Century System Franchises and Century System Licenses)held for use or used in connection with Century's Cable Business and that are to be contributed to the Partnership pursuant to the Contribution Agreement, including those described on Schedule 1.17. 1.19 Cenmry System Franchises. All franchise agreements, operating permits or similar governing agreements, instruments,resolutions, statutes, ordinances, approvals, authorizations and permits obtained from any franchising authority in connection with Century's Cable Business, including those listed on Schedule 1.18, including all amendments and modifications thereto and all renewals thereof. 1.20 Cees=aYstem Liggl1ses. The intangible cable television channel distribution rights, cable television relay-service(CARS),business-radio-and other licenses, copyright notices and other licenses,authorizations,consents or permits issued by the FCC or any other Governmental Authority in connection with Century's Cable Business (other than Century System Franchises, Century System Contracts and Century Other Real Property Interests), including those described on Schedule 1..19. 1.21 Century Tangible Personal_P-roerty. All tangible personal property that is owned, leased, held for use or used in connection with Century's Cable Business and that are to be contributed to the Partnership pursuant to the Contribution Agreement, including towers, tower equipment, aboveground and underground cable, distribution systems, headend amplifiers; line amplifiers,microwave equipment,converters,testing equipment,motor vehicles, office equipment, computers and billing equipment, furniture, fixtures, supplies, inventory and other physical assets, the principal items of which, including all motor vehicles, are described on Schedule 1.20. 1.22 Cezn='s_Cable_Business. The cable television business and other income-generating businesses related to the Century Systems conducted by Century through the Century Systems. 1.23 Cigaing Time. 12:01 A.M., Pacific Time, on the Closing Date. 1.24 Cornmunicati� Act. The Communications Act of 1934,as amended, and the FCC rules and regulations promulgated thereunder. 1.25 Contma Any contract,mortgage,deed of trust,bond,indenture,lease,license,note, franchise,certificate, option, warrant,right or other instrument, document, obligation or agreement, whether written or oral. - 4 - ........................................ ......... ......... .... ....................................... ......... ......... .. ....... ......... ......... ......... ......... _ _ ......... _. ......... ......... ......... ......... . ......... .... .... ........ ... 1.26 Contribution. The transactions contemplated by the Contribution Agreement to be consummated at the closing thereunder. 1.27 Fti,7�"v i rt Banc ub c fibers car " B s'" . tis of any date of determination and for each franchise area served by a System, the sum of(a) the total number of private residential customer accounts that are billed by individual unit for at least Basic Services(regardless of whether such accounts are in single-family homes or in individually billed units in apa-tment buildings and other multi-unit buildings) (exclusive of(i) "second connects" and "additional outlets" as such terms are commonly understood in the cable television industry, and (ii) accounts that are not charged or are charged less than the standard monthly service fees and charges then in effect for such System for Basic Services) and (b)the quotient of(i)the total monthly billings for sales of Basic Services and Expanded Basic Services by such System for such franchise area during the most recent billing period ended prior to the date of calculation to commercial,bulk-billed and other accounts not billed by individual unit (whether on a discounted:or non-discounted basis) and to private residential customer accounts that are billed by individual unit but pay less than the standard monthly service fees charged for Basic Services, but excluding billings in excess of a single month's charges for any account, divided by (ii)the standard monthly combined rate(without discount of any kind)charged . by such System for such franchise area to individually billed subscribers for the highest level of Basic Services and Expanded Basic Services offered by such system in effect during such billing period,which monthly rate will not be less than the applicable rates specified in Schedule 5.24(in the case of the Partnership) or Schedule 5.14 (in the case of TCI). For purposes of calculating the number of BBSs, there will be excluded (i) all accounts billed by individual unit that are, and all billings to any commercial,bulls-billed and other accounts not billed by individual unit that are,more than 60 days past due in the payment of any amount in excess of the lesser of$5.00 or the standard rate charged for Basic Services at the time of determination, (ii)any accounts billed by individual unit and all commercial,bulk-billed and other accounts not billed by individual units that, as of the date of calculation, have not paid in full the charges for at least one full month of the subscribed service, (iii) that portion of the billings to all accounts billed by individual unit included in clause (b) above and any commercial, bulb-billed and other accounts not billed by individual unit representing an installation or other non-recurring charge, a charge for equipment or for any outlet or connection other than the first outlet or first connection in any individually billed unit or, with respect to a bulb account, in any residential snit ( , an individual apartment or rental unit), a charge for any tiered service other than Expanded Basic Services (whether or not included within Pay TV), any charge for Pay TSI or a pass-through charge for sales taxes, line-itemized franchise fees, fees charged by the FCC and the like, and(iv) any individually billed unit and all billings to any commercial,bulk-billed or other accounts not billed by individual unit that was solicited within the 60 day period preceding the Closing Date to purchase such services by promotions or offers of discounts other than those ordinarily made by the party for which the determination ofEBSs is being trade or its predecessor. For purposes of this definition,payments on account of monthly billings will be deemed due on the first day of the period for which the service to which such billings relate is provided. 5 1.28 Environ_m__ental Law. Any Legal Requirement concerning the protection of public or employee health, safety, welfare or the environment, including Legal Requirements relating to emissions,discharges,releases or threatened releases of Hazardous Substances into the environment, air(including both ambient and within buildings and other structures), surface water, ground water or land or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,transport or handling of Hazardous Substances. 1.29 ,ERISA. The Employee Retirement Income Security Act of 1974, as amended,and the rules and regulations promulgated thereunder and published interpretations with respect thereto. 1.30 SSA Affiliate. As to any Person, any trade or business, whether or not incorporated,which together with such Person would be deemed a single employer as determined under Section 4001(x)(14)of ERISA. 1.31 Fix anded Basic Services. Any level of video programming service greater than Basic Services provided over a cable television System, regardless of service tier, other than Basic Services, any new product tier and Pay TV. 1.32 ECQ. The Federal Communications Commission. 1.33 Einancial S stem ts. Century's Financial Statements or TCI's Financial Statements, as the context requires. 1.34 GAAP. Generally accepted accounting principles as in effect from time to time. 1.35 Qovem=al At thority. The United States of America, any state, commonwealth, territory or possession of the United States of America and any political subdivision or quasi-governmental authority of any of the same, including any court, tribunal, department, commission,board, bureau,agency,county,municipality,province,parish or other instrumentality of any of the foregoing. 1.36 HazardQus Substances. (a) Any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976(RCRA)(42 U.S.C. §§ 6901 et seq.), as amended, and the rules and regulations promulgated thereunder; (b) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (15 U.S.C. §§ 9601 et seq.) (CERCLA), as amended, and the rules and regulations promulgated thereunder; (e)any substance regulated by the Toxic Substances Control Act(TSCA)(15 U.S.C. §§2601 et seq.), or the Insecticide, Fungicide and Rodenticide Act (IFRA) (7 U.S.C. §§136 et seq.), each as amended,and the rules and regulations promulgated thereunder;(d)asbestos or asbestos-containing material of any kind or character; (e)polychlorinated biphenyls; (f)any substances regulated under the provisions of Subtitle I of RCRA relating to underground storage tanks; (g) any substance the presence,use,handling,treatment,storage or disposal of which on real property is prohibited by any Environmental Law; and(h)any other substance which by any Environmental Law requires special _ 6- ...................................... .......... ............................................................ ......... ......... ......... ........... ...... ........ ....... .._..... ......... .......... ........ ....... .... ......... ......... ..................... .... handling, reporting or notification of any Governmental Authority in its collection, storage, use, treatment or disposal. 1.37 HSR Ag . The H&-t-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. 1.38 lud=ent. Any judgment, writ, order, injunction, award or decree of any court, judge,justice or magistrate, including any bankruptcy court or judge or the arbitrator in any binding arbitration, and any order of or by any Governmental Authority. 1.39 Knowledge. The actual knowledge of a particular matter of one or more of the principal corporate personnel of such party involved in the transactions contemplated by this Agreement, or the general manager, or one or more of the managers of such party's Systems. 1.40 Lgmgd.Prop=. The Century Leased Property or TCI Leased Property, as the context requires. 1.41 Legal ReQLAr=gnt-. Applicable common law and any statute, ordinance, code or other law, rule, regulation, order, technical or other written standard, requirement, policy or procedure enacted, adopted, promulgated, applied or followed by any Governmental Authority, including any Judgment and all judicial decisions applying common law or interpreting any other Legal Requirement, in each case, as amended. 1.42 Lien. Any security interest, security agreement, financing statement filed with any Governmental Authority, conditional sale or other title retention agreement,any lease, consignment or bailment given for purposes of security, any mortgage, lien, indenture, pledge, option, encumbrance, adverse interest, constructive trust or other trust, claim, attachment, exception to, defect in or other condition affecting title or other ownership interest (including but not limited to reservations, rights of entry, possibilities of reverter, encroachments, protrusions, easements, rights-of-way, rights of first refusal, restrictive covenants, leases and licenses) of any kind, which constitutes an interest in or claim against property, whether arising pursuant to any Legal Requirement, System License, System Franchise, System Contract or otherwise. 1.43 Lft`=tign. Any written claim, action, suit,proceeding, arbitration or hearing. 1.44 Luaes. Any claims, losses, liabilities, damages, penalties, costs and expenses, including interest that may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts, and the cost to any Person making a claim or seeking indemnification under this Agreement with respect to funds expended by such Person by reason of the occurrence of any event or the existence or assertion of any Liens(other than Permitted Liens)with respect to which indemnification is sought,except Losses incurred by a Person or on behalf of a Person in asserting any claim for indemnification against a party where it is ultimately determined (including by agreement of the parties) that such Person is not entitled to - 7- indemnification from such party (before giving effect to the limitations on such indemnification obligations set forth in Sections 11.5 and 11.6). 1.45 Ston-TV Products and Services. (A) local or long distance wireline telephony services,(E)data(other than data provided incidental to,or integrated with,television programming (such as interactive services) and high speed broadband internet access and other services now or hereafter provided by At Home Corporation), (C) internet access services (other than high speed broadband internet access and other services now or hereafter offered by At Home Corporation and other than internet access services that are provided incidental to, or integrated with, television programming), (D) video (other than cable, broadcast or any other television programming, including any substantially similar successor services that may replace these types of services), , video telecommunications services, and (E) wireless telecommunications products and services (other than cable,broadcast or any other television programming,including any substantially similar successor services that may replace these tykes of services). Notwithstanding anything to the contrary in this definition, "Non-TV Products and Services" does not include (x) cable, broadcast or other television programming, or (y) high speed broadband communication internet access or services now or hereafter provided by At Home Corporation. 1..46 Qjher Real Pm2ffty Inters ts. The Century.Cather Real Property Interests or the TCI Other Real Property Interests,as the context requires. 1.47 Qwned_Pr!2peM. Century Owned Property or TCI Owned Property, as the context requires. 1.48 Pay TV-. A la carte tiers or premium programming services selected by and sold to subscribers on a per channel or per program basis. 1.49 Permitted Lien. Any(a)Lien securing Taxes,assessments and governmental charges not yet due and payable, (b) zoning law or ordinance or any similar Legal Requirement, (c)right reserved to any Governmental Authority to regulate the affected property or to acquire the affected property for fair value,whether upon condemnation or pursuant to any Franchise or ordinance,(d)as to Owned Property and Other Real Property Interests,any Lien not securing indebtedness or arising out of the obligation to pay money that does not individually or in the aggregate interfere with the right or ability to own,use or operate the Owned Property or Other Real Property Interests as they are being used or operated or materially diminish the value of such Owned Property or Cather Real Property Interests,(e) in the case of Owned Property and Leased Property, any lease or sublease by TCI or Century in favor of a third party that is disclosed in the Schedules to this Agreement, and (f)in the case of Leased Property,(i)the rights of any lessor and(ii)any Lien granted by any lessor of Leased Property; provided that "Permitted Lien" will not include any Lien securing a debt or claim (other than inchoate materialmen's, mechanics', workmen's,repairmen's or other like Liens arising in the ordinary course of business or any Lien described in clause (f) above) or any Lien which could prevent or impair in any way the conduct of the business of the affected System as it is currently being conducted, and provided further that the classification of any Lien as a"Permitted mg _ Lien" will not as#ect any liability which TCI may have under this Agreement for any such Lien with respect to the exchange of the TCI Systems or which the Partnership may have under this Agreement for any such Lien with respect to the exchange of the Century Systems, including pursuant to any indemnity obligation ander this Agreement. 1.50 . Any natural person,Governmental Authority,corporation,general or limited partnership, limited liability company,joint venture,trust, association or unincorporated entity of any kind. 1.51 lie rte Consent. The Century Required Consents or the TCI Required Consents, as the context requires. 1.52 5yjtsm. Any of the Century Systems or the TCI Systems, as the context requires. 1:53 t inQon r=,..t . The Century System Contracts or the TCI System Contracts, as the context requires. 1.54 Sv=M Franchi-ej. The Century System Franchises or the TCI System Franchises, as the context requires. 1.55 Svste�,_Licerases. The Century System Licenses or the TCI Systema Licenses, as the context requires. 1.56 Pe s P arty. The Century Tangible Personal Property or the TCI Tangible Personal Property, as the context requires. 1.57 . All levies and assessments of any kind or nature unposed by any Governmental Authority, including all income, sales, use, ad valorem, value added, franchise, severance, net or gross proceeds, withholding,payroll, employment, excise or property taxes and levies or assessments related to unclaimed property, together with any interest thereon and any penalties,additions to tax or additional amounts applicable thereto. 1.58 TCI Assets. All assets,properties,privileges, rights, interests and claims,real and personal,tangible and intangible,of every type and description that are owned, leased,held for use or used in connection with TCI's Cable Business and in which TCI or any Affiliate of TCI has any right,title or interest or acquires any right,title or interest on or before the Closing, including TCI Tangible Personal Property, TCI Owned heal Property,'TCI Leased Property, TCI Other Real Property Interests,TCI System Franchises,TCI System Licenses,TCI System Contracts,TCI Books and Records and TCI Other Intangibles,but excluding any TCI Excluded,Assets. 1.59 M BQQks_=d_lkcords. All engineering records, files, data,drawings, blueprints, schematics,reports, lists,plans and processes and all other files of correspondence,lists,records and reports concerning TCI's Cable Business, including subscribers and prospective subscribers of the -9 - TCI Systems, signal and program carriage and dealings with Governmental Authorities, including all reports filed by or on behalf of TCI with the FCC and statements of account filed by or on behalf of TCI with the U.S. Copyright Office. 1.60 TCI Leased Propertv. All leasehold interests in real property that are held for use or used in connection with TCI`s Cable Business which TCI or any Affiliate of TCI has, or acquires prior to Closing, including those described as TCI Leased Property on Schedule 1.58. 1.51 TCI Other In ,g'bles. All intangible assets other than TCI System Franchises, TCI System Licenses and TCI System Contracts, including subscriber lists, accounts receivable, claims (excluding any claims relating to TCI Excluded Assets), patents, copyrights and going concern value, if any,that are owned, held for use or used in connection with TCI's Cable Business and in which TCI or any Affiliate of TCI has, or acquires prior to Closing, any right, title or interest. 9 1.62 TQ Other Real PrapgM Injertsts. All easements and rights of access (other than those relating to multiple dwelling units)and other interests in real property that are held for use or used in connection with TCI's Cable Business and in which TCI or any Affiliate of TCI has, or acquires prior to Closing, any right, title or interest,including those interests described as TCI Other Real Property Interests on Schedule 1.60, but not including TCI Leased Property or TCI Owned Property. 1.53 TOI_Owned Prooe All fee interests in real property that are held for use or used in connection with TCI's Cable Business which TCI or any Affiliate of TCI has, or acquires prior to Closing, including those described as TCI Owned Property on Schedule 1.61 and all improvements thereon. 1.64 T I RegW=d Consents. Any and all consents,authorizations and approvals required for (a) TCI to transfer the TCI Assets to the Partnership; (b) the Partnership to operate the TCI Systems and to own, lease, use and operate the TCI Assets and the TCI Systems at the places and in the manner in which the TCI Assets are used and the TCI Systems are operated as of the date of this Agreement and as of the Closing;and(c)the Partnership to assume and perform the TCI System Franchises, the TCI System Licenses, the leases and other documents evidencing TCI Leased Property or TCI Other Real Property Interests and the TCI System Contracts, including those consents,authorizations and approvals required under the TCI System Franchises,the TCI System Licenses, the leases and other documents evidencing TCI Leased Property and TCI Other Real Property Interests and the TCI System Contracts. 1.65 T ISv=m Contracts. All pole line agreements,underground conduit agreements, crossing agreements, multiple dwelling, bulk billing or commercial service agreements, leased channel access agreements and other Contracts(other than TCI System Franchises and TCI System Licenses) held for use or used in connection with TCI's Cable Business and to which TCI or any Affiliate of TCI is, or becomes prior to Closing, a party or bound, including those described on Schedule 1.63. fpm 1.66 ILLSy5tgmE=hi=. All franchise mhise agreements, operating permits or similar -. governing agreements, instruments, resolutions, statutes, ordinances, approvals, authorizations and permits obtained from any franchising authority in connection with TCI's Cable Business, including those listed on Schedule 1.64, including all amendments and modifications thereto and all renewals thereof 1.67 JCI System Licenses. The intangible cable television channel distribution rights, cable television relay service(CARS),business radio and other licenses, copyright notices and other licenses,authorizations,consents or permits issued by the FCC or any other Governmental Authority in connection with TCI's Cable Business (other than TCI System Franchises,TCI System Contracts and TCI Other Real Property Interests), including those described on Schedule 1.65. 1.68 Mlangihk-Persona Pr All tangible personal property that is owned,leased, held for use or used in connection with TCI's Cable Business and in which TCI or any Affiliate of TCI has,or acquires prior to Closing,any right,title or interest, including towers, tower equipment, aboveground and underground cable, distribution systems, headend amplifiers, line amplifiers, microwave equipment, converters, testing equipment,motor vehicles, office equipment, computers and billing equipment, ftu-niture, fixtures, supplies,inventory and other physical assets,the principal items of which, including all motor vehicles, are described on Schedule 1.66. 1.69 ICI's Cable.Business,. The cable television business and other income-generating businesses related to the TCI Systems conducted by TCI through the TCI Systems. 1.70 Md2gM. With respect to TCI, any Person other than TCI and its Affiliates and, with respect to the Partnership, any Person other than the Partnership and its Affiliates (including Century). 1.71 J=aacJjga D.Q=gam The instruments and documents described in Sections 9.2 and 9.3 which are to be executed and delivered by or on behalf of Century or TCI in connection with this Agreement or the transactions contemplated hereby. 1.72 Qjhcr Definitions. The following terms are defined in the Sections or Recitals indicated: Section.Qr Recital Action 11.4 Adjustment Amount 3 10) Agreement First Paragraph Antitrust Division 7.7 Cash Consideration 3.1 Cash Flow Multiple 3.1 Century Assumed Obligations and Liabilities 4.3 Century Balance Sheet 5.10 Century Damages 11.5 Century Exchange Recital A Century Excluded Assets 4.4 Century Plans 5.13(b) Century Systems .Recital A Century Title Policies 9.3(d) Century's Financial Statements 5.10 Closing 9.1 Closing Date 9.1 Code Recital C "commercially reasonable efforts" 32.18 Contribution Agreement Recital A Copyright Act h ' 5.8(a) Cost of Service Election 5.8(d) Estoppel Certificate 7.5(b) FAA 5.8(c) .Final Adjustment Certificate 3.3(b) FTC 7.7 Hired Employee 7.3(g) Hiring Party 7.3(g) Indemnified Party 13.4 Indemnifying Party 13.4 Initial Adjustment Certificate 3.3(a) Outside Closing Date 10.1(b) Partnership First Paragraph Prime Rate 12.10 Pro Rata Adjustments 3.2(a) Qualified Intermediary 3.1 Rate Determination 3.4(a) Retained Employees 7.3(a) Surveys 7.6 Survival Period 11.1 Taking 12.16 TCI First Paragraph TCI Assumed Obligations and Liabilities 4.1 TCI/AT&T Transaction 7.5(a) TCI Balance Sheet 6.10 TCI Damages 31.6 TCI Excluded Assets 4.2 TCI Plans 6.13(b) . TCI Systems Recital C TCT Title Policies 9.2(d) - 12 - TCPs Financial Statements 6.10 Title Commitments 7.6 Title Company 7.6 Title Defect 7.6 Transferee Party 7.19(d) Transferor Party 7.11 9(d) Transitional Billing Services 7.12 Upgrade Deductions 3.2(f) WARN 5.13(a) 1.73 A-c-gounting J=s. All accounting terms not otherwise defined in this Agreement will I have the meanings ascribed to them under GAAP. SECTION 2. EXCHANGE 2.1 Exchang�:. (a) Subject to the terms and conditions set forth in this Agreement,at the Closing, TCI and the Partnership will exchange simultaneously the TCI Assets for the Century Assets, free and clear of all Liens (except Permitted Liens). TCI and the Partnership agree to use all reasonable efforts to structure the transaction in such a way that it will be a tax-free exchange of like-kind assets under Section 1031 of the Code, the regulations promulgated thereunder and judicial and administrative interpretations thereof (b) To the maximum I extent permitted by Section 1031 of the Code, the regulations promulgated thereunder and judicial and administrative interpretations thereof, in such exchange: (i)the TCI Tangible Personal Property and the Century Tangible Personal Property will be exchanged each for the other; (ii)the TCI Owned Property,TCI Leased Property and TCI Other Property Interests and Century Owned Property, Century Leased Property and Century Other Real Property Interests will be exchanged each for the other; and (iii) the TCI System Contracts, TCI System Franchises, TCI System Licenses and TCI Other Intangibles and the Century System Contracts,Century System Franchises,Century System Licenses and Century Other Intangibles will be exchanged each for the other. SECTION 3. CONSIDERATION 3.1 Value of Assets. Cash Consideration. Annualized Cash Flow for the TCI Systems and for the Century Systems will be determined as of the Closing Date and the party with the lower Annualized Cash Flow as of the Closing Date will pay to the other party or its designee at the Closing in accordance with Section 3.3 by wire transfer,in immediately available funds, an amount equal to the difiference between the Annualized Cash Flows of the parties multiplied by the cash flow multiple set forth on Schedule 1.9 (the "Cash Flow Multiple"), subject to adjustment as provided in Section 3.2 (the "Cash Consideration"). If the party to whom payment is to be made has - 13 - transferred its rights under this agreement to a Qualified Intermediary (as defined in Treas, Reg. § 1.1031(k)-I(g)), the party making such payment will make it in accordance with the terms of the Qualified Intermediary agreement governing such assignment. 3.2 Adjustments to Cash Consideration. The following amounts shall be calculated as of the Closing Time with respect to each of TO and the Partnership (the "Pro Rata Adjustments"): (a) Appropriate adjustments on a pro rata basis as of the Closing Time will be made with respect to each of TO and the Partnership for all prepaid expenses other than inventory (but only to the extent the full benefit of such prepaid expenses will be realizable by the other parte within 12 months after the Closing Date), and for all accrued expenses(including real and personal property taxes), copyright fees and franchise or license fees or charges,prepaid income, subscriber prepayments and, subject to paragraph(e)below, accounts receivable related to such party's Cable Business, all as determined in accordance with GAAP consistently applied and to reflect the principle that all expenses and income attributable to such party's Cable Business for the period through-and including the Closing Time are for the account of such party, and all expenses and income attributable to such party's Cable Business for the period after the Closing Time are for the account of the other party. (b) All advance payments to,or funds of third parties on deposit with, TO or the Partnership as of the Closing Time and relating to such party's Cable Business, including advance payments and deposits (including any accrued interest on such deposits)by subscribers served by such party's Cable Business for converters, encoders, decoders, cable television service and related sales, shall be assumed by, and credited to the account of, the other party. (c) There shall be credited to each party the economic value of all accrued vacation time that such party credits after the Closing Time to the employees of the other party that are hired by such party pursuant to Section 7.3(g),where economic value is the amount equal to the cash compensation that would be payable to each such employee at his or her level of compensation on the Closing Date for a period equal to such employee's credited accrued vacation. (d) All deposits relating to the business and operations of each party's Systems that are held by third parties as of the Closing Time for the account of such party or as security for such party's performance of its obligations, including deposits on leases and deposits for utilities, will be credited to the account of such party in their full amounts and will become the property of the other party;provided that no adjustment will be made for any deposits the full benefit of which for contractual or other reasons cannot be made available to the other party within 12 months following the Closing Time. (e) ?`either TO nor the Partnership will receive credit for any of its (i) accounts receivable resulting from cable television service sales any portion of which is 60 days or more past due as of the Closing Time, (ii)accounts receivable resulting from advertising sales any portion of which is 120 days or more past due as of the Closing Time; provided,that each party shall receive - 14e credit for advertising accounts receivable from national and regional representation accounts that are assigned to the other party at Closing in an amount equal to 100% of the face amount of such accounts receivable regardless of the age thereof, or(iii)accounts receivable from customers whose accounts'are inactive or whose service is pending disconnection for any reason as of the Closing Time. For purposes of making "past due" calculations under this paragraph, the billing statements of a System will be deemed to be due and payable on the first day of the period during which the service to which such billing statements relate is provided. (f) There shall be debited to the accounts of TCI and the Partnership,an amount equal to the upgrade deduction for each party specified on Schedule 1.9(the"Upgrade Deductions"); provided that the Upgrade Deduction for each party shall be reduced by the aggregate amount of all capital expenditures made by such party(and,in the case of the Partnership,all capital expenditures made by Century)during the period from November 1, 1997 through the Closing Date relating to upgrades and rebuilds of System plant capacity and associated items (including headend sites and headend equipment to expand channel capacity). (g) There shall be credited to the accounts of TC! and Century all capital expenditures made by such party relating to the launch of digital or internet services, including the purchase of digital converters but not including digital converters purchased in the ordinary course of business to replace lost, stolen or defective digital converters. (h) There shall be credited to the account of the other party an amount equal to the aggregate amount of all capital expenditures reasonably estimated by the other party to be incurred by it after Closing to assure that the Computer and Other Systems received by it are Year 2000 Ready; provided that the amount so estimated shall be subject to the dispute resolution procedures set forth in Section 3.3. (i) The adjustments provided for in this Section 3.2 will be made without duplication. In addition,none of the adjustments provided for in this Section 3.2 will be made with respect to any Excluded Asset or with respect to any item of income or expense related to an Excluded Asset. (j) The Cash Consideration to be paid pursuant to Section 3.1 shall be increased or decreased, as applicable, by the net amount of the Pro Rata Adjustments calculated under this Section 3.2 (the "Adjustment Amount"). 3.3 ion of Adjua=nla- (a) Each party will estimate in good faith with respect to its Systems, and set forth, together with a detailed statement of the calculation thereof, the Annualized Cash Flow and Pro data Adjustments with respect to its Cable Business in a certificate (the "Initial Adjustment Certificate")executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be - 15 - accompanied by appropriate documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Annualized Cash Flow and Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Annualized Gash Flow or Pro Data Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period,TO and the Partnership shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by TO and the Partnership or(if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustment Certificate prior to the Closing Bate or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided)the estimates of such Annualized Cash Flow and Pro Rata Adjustments set forth=in the Initial Adjustment Certificate shall be the basis for preliminarily determining the Cash Consideration to be paid pursuant to Section 3.1 and the preliminary adjustment to be made to Cash Consideration on the Closing Date in respect of the Adjustment Amount. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph(b) below. (b) Within 90 days after the Closing, each party will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of Annualized Cash Flow and the Pro Rata Adjustments with respect to its Systems, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate,including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such party. Each party will review the other's Final Adjustment Certificate and will give written notice to the other party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. TCI and the Partnership will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of Annualized Cash Flow or the Pro Rata Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either the Partnership or TO(or any Affiliate of either of them)and the determination of such auditor will be fel and will be binding upon all parties. If the Partnership and TO cannot agree with respect to the selection of an auditor,the Partnership and TO will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. The Partnership and TO will bear equally the expenses arising in connection with an auditor's determination of disputed amounts,and payment of the final amount owed pursuant to this Section 3 (after taking into account any adjustments or payments made or paid at Closing)will be made by the party responsible therefor to the other party in immediately available funds within 15 Business Days after the final determination is made. 16m ............._..................... ............. ............................................................... ......... ......... ..................... ....................................................................._................_.......... ......... _....... ......... ........................................ (c) Each party will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate. 3.4 2951-MainAdjustments. (a) If at any`.iane after the fznal determination of Cash Consideration pursuant to this Section 3, it is determined pursuant to a final non-appealable order of, or pursuant to a final settlement with, the FCC or other Governmental Authority (a "Rate Determination"), that (i) any rates charged to subscribers of any Systems for services or equipment at any time during the three month period used to calculate Annualized Cash Flow were not allowable under rules and regulations promulgated by the FCC under the Communications Act, or any authoritative interpretation thereof, and (ii) that the rates to be charged by such Systems following the Closing Date must be reduced, then the Cash Considefation to be paid pursuant to this Section 3 will be recalculated using an adjusted Annualized Cash Flow that reflects the allowable rate for such time period(after taking into account as an offset any other rate increases that are available to the affected Systems at the time); provided that this Section 3.4(a) will not require any duplicative adjustments with respect to adjustments made under the terms set forth in Schedule 1.9. Upon the happening of an event specified in this Section 3.4(a),the parties will negotiate in good faith for a period of 60 days to reach agreement on the amount of the required adjustment: provided that if TO and the Partnership are not aisle to agree on the amount of the adjustment to Cash Consideration to be made pursuant to this Section 3.4(a)within such time frame, any disputed amounts will be determined in the manner set forth in Section 3.3(b) with respect to disputes involving the Annualized Cash Flow and Pro Rata Adjustments. Upon agreement or final determination of the required adjustment, the party responsible for payment pursuant to this Section 3.4(a) shall promptly make such payment to the other. (b) If pursuant to a Rate Determination that occurred prior to Closing any rates charged to subscribers of any Systems for services or equipment at any time during the three month period used to calculate Annualized Cash.Flow were required to be reduced and following Closing there is another Rate Determination pursuant to which such rates are permitted to be raised following Closing,then the Cash Consideration to be paid pursuant to this Section 3 will be recalculated using an adjusted Annualized Cash Flow that reflects the increased rate that would have been permissible for such time period(after taping into account as an offset any other rate decreases that are applicable to the affected Systems at the time);provided that this Section 3.4(b)will not require any duplicative adjustments with respect to adjustments made under the terms set forth in Schedule 1.9. Upon the happening of an event specified in this Section 3.4(b),the parties will negotiate in good faith for a period of 60 days to reach agreement on the amount of the required adjustment;provided that if TCI and the Partnership are not mole to agree on the amount of the adjustment to Cash Consideration to be .made pursuant to this Section 3.4(b) within such time frame, any disputed amounts will be determined in the manner set forth in Section 3.3(b) with respect to disputes involving the Annualized Cash Flow and Pro .Rata Adjustments. Upon agreement or final determination of the - 17 - required adjustment,the party responsible for payment pursuant to this Section 3.4(b)shall promptly make such payment to the other. SECTION 4. ASSUMED LIABILITIES AND EXCLUDED ASSETS 4.1. TCI Assumed Obligations and Liabilities. As of the Closing Time, TCI will assume and after the Closing Time,TCI will pay, discharge and perform the following (the "TCI Assumed Obligations and Liabilities"): (a) those obligations and liabilities accruing and relating to periods after the Closing Time under or with respect to the Century Assets assigned and transferred to TCI at the Closing; (b) those obligations and liabilities of Century and the Partnership to customers of Century's Cable Business for (i) subscriber deposits related to the Century Systems held by the Partnership as of the Closing Time in the amount for which TCI received credit under Section 3.2 and(ii)customer, advertising and other advance payments held by the Partnership as of the Closing Time in the amount for which TCI received credit under Section 3.2; (c) all other obligations and liabilities accruing and relating to Century's Cable Business prior to the Closing Time in respect of which TCI received a.credit pursuant to Section 3.2; and (d) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of TCI's ownership of the Century Assets or operation of the Century Systems after the Closing Time, except to the extent that such obligations or liabilities relate to any Century Excluded Asset. All obligations and liabilities, contingent, fixed or otherwise, arising out of or relating to the Century Assets or the Century Systems other than the TCI Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of the Partnership or, if not assumed by the Partnership, Century, including any obligation, liability or claim relating to or arising pursuant to (x) rate refunds to subscribers of the Century Systems with respect to rates charged to such subscribers during periods through and including the Closing Time, (y) litigation commenced prior to, or related to an event occurring at any time prior to the Closing Time, or(z) any Century Excluded Asset. 4.2 TCI Excluded Assets. "TCI Excluded Assets"means all: (a)programming(including cable guide Contracts) and retransmission consent Contracts of TCI (other than those listed on Schedule 1.63 (TCI System Contracts)and not designated as a TCI Excluded Asset);(b)TCI Plans; (c) insurance policies of TCI and rights and claims thereunder (except as otherwise provided in Section 12.16);(d)bonds,letters of credit,surety instruments and other similar items and any stocks, bonds,certificates of deposit and similar investments of TCI; (e)cash and cash equivalents and notes receivable ofTCI;(f)TCI's trademarks,trade naives,service marks,service names,logos and similar proprietary rights, subject to Section 7.11; (g) subscriber billing Contracts and related leased equipment and software of TCI, even if listed on any Schedule to this Agreement but subject to Section 7.12; (h) all contracts and related accounts receivable for providing DNX service to commercial accounts via direct broadcast satellite even if listed on a Schedule to this Agreement; (i) all TCI Contracts relating to national advertising sales representation, including Contracts with National Cable Communications or Cable_Networks, Inc.;(j)all agreements pursuant to which TCI has created, incurred, assumed or guaranteed indebtedness for borrowed money or under which any Dien securing such indebtedness has been or may be imposed on any TCI Asset; (k) any claims, rights or choses in action of TCI related to the period prior to the Closing Time (other than customer _ lg _ ..............................._ .......................................... . ......... ......... ......... .......... ........ ......._. ..................... .... ......... ......... ......... ....... .. ....._.... ...._ ........._.. .... ....... _ ... and advertising accounts receivable), including, without limitation, any Litigation and the proceeds thereof and any claims,rights and interest in and to any refunds of federal, state or local franchise, income or other taxes or payments of any nature for the periods prior to the Closing Time, including copyright fees; (1) any books and records that TCI is required by any Legal Requirement to retain and any books of account, tax reports and returns and the like related to the TCI Systems; provided that copies of such books and records will be made available to the Partnership yr a period of three years(and six years in the case of tax reports and returns and underlying books and records,although in the case of underlying books and records, the parties acknowledge that they are not retained for periods for which an IRS field examination has been completed) from the Closing Date upon reasonable request; (m) TCPs partnership records and other books and records related to internal partnership matters and financial relationships with TCIs lenders and affiliates;(n)any employment, union, collective bargaining, compensation, bonus, deferred compensation, noncompetition, confidentiality, consulting, agency or management agreements of TCI other than those listed on Schedule 1.63; (Q)all documents,rerorts and-records relating to the employees of the TCI Systems; provided that copies of such books and records will be made available to the Partnership for a period of three years from the Closing Date upon reasonable request by the Partnership accompanied by a waiver andreleasefrom the employee whose records are sought in form and substance reasonably satisfactory to TCI; (p) any agreement, right, asset or property owned, leased or held by TCI or its -affiliates that is not used or held for use primarily in connection with the operation of the TCI Systems; (q) TCIs rights under the @Home Distribution Agreement (as defined in the limited partnership agreement of the Partnership),it being agreed that the parties'rights and obligations with respect thereto shall be as specified in such partnership agreement and (r) rights, assets and properties described on Schedule 4.2. 4.3 Cel`` As. Q mations and L-Labilitiin. As of the Closing Time, the Partnership will assume and after the Closing Time,the Partnership will pay, discharge and perform the following (the "Century Assumed Obligations and Liabilities"): (a) those obligations and liabilities accruing and relating to periods after the Closing Time under or with respect to the TCI Assets assigned and transferred to the Partnership at the Closing; (b)those obligations and liabilities of TCI to customers of TCFs Cable Business for(i) subscriber deposits related to the TCI Systems held by TCI as of the Closing Time in the amount for which the Partnership received credit under Section 3.2 and(ii)customer,advertising and other advance payments held by TCI as of the Closing Time in the amount for which the Partnership received credit under Section 3.2; (c) all other obligations and liabilities accruing and relating to TCIs Cable Business prior to the Closing Time in respect of which the Partnership received a credit pursuant to Section 3.2; and (d) all other obligations and liabilities accruing and relating to periods after the Closing Time and arising out of the Partnership's ownership of the TCI Assets or operation of the TCI Systems after the Closing Time,except to the extent that such obligations or liabilities relate to any TCI Excluded Asset. All obligations and liabilities,contingent, fixed or otherwise, arising out of or relating to the TCI Assets or the TCI Systems other than the Century Assumed Obligations and Liabilities will remain and be the obligations and liabilities solely of TCI including any obligation, liability or claim relating to or arising pursuant to (x)rate refunds to subscribers of the TCI Systems with respect to rates charged to such subscribers during periods through and including the Closing Time, (y) litigation _ 19 - commenced prior to, or related to an event occurring at any time prior to the Closing Time, or(z) any TO Excluded Asset. 4.4 entury Excluded Assets. "Century Excluded Assets" means all: (a) programming (including cable guide Contracts)and retransmission consent Contracts of the Partnership(other than those listed on Schedule 1.17(Century System Contracts)and not designated as a Century Excluded Asset);(b)Century Plans;(c) insurance policies of Century and rights and claims thereunder(except as otherwise provided in Section 12.16); (d) bonds, letters of credit, surety instruments and other similar items and any stocks, bonds, certificates of deposit and similar investments of the Partnership; (e) cash and cash equivalents and notes receivable of the Partnership; (f) Century's trademarks,trade names, service marks, service names, logos and similar proprietary rights, subject to Section 7.11; (g) subscriber billing Contracts and related leased equipment and software of the Partnership, even if listed on any Schedule to this Agreement but subject to Section 7.12; (h) all Century Contracts relating to national advertising sales representation; (i) all agreements pursuant to which the Partnership has created, incurred, assumed or guaranteed indebtedness for borrowed money or under which any Lien securing such indebtedness has been or may be imposed on any Century Asset; 0)any claims, rights or choses in action of Century related to the period prior to the Closing Time (other than customer and advertising accounts receivable), including, without limitation, any Litigation and the proceeds thereof and any claims,rights and interest in and to any refunds of federal,state or local franchise, income or other taxes or payments of any nature for the periods prior to the Closing Time, including copyright fees; (k)any books and records that Century is required by any Legal Requirement to retain and any books of account,tax reports and returns and the like related to the Century Systems;provided that copies of such booms and records will be made available to TO for a period of three years (and six years in the case of tax reports and returns and underlying books and records, although in the case of underlying books and records, the parties acknowledge that they are not retained for periods for which an IRS field examination has been completed)from the Closing Date upon reasonable request;(1)Century's corporate minute books and other books and records related to internal corporate matters and financial relationships with Century's lenders and affiliates; (m) any employment, union,collective bargaining, compensation, bonus,deferred compensation,noncompetition,confidentiality, consulting, agency or management agreements of the Partnership other than those listed on Schedule 1.17; (n) any agreement, right, asset or property owned, leased or held by Century that is not used or held for use primarily in connection with the operation of the Century Systems;(o)all documents,reports and records relating to the employees of the Century Systems; provided that copies of such books and records will be made available to TO for a period of three years from the Closing Date upon reasonable request by TCI accompanied by a waiver and release from the employee whose records are sought in form and substance reasonably satisfactory to the Partnership; (p)the r@ Home Distribution Agreement dated as of May 1, 1998 by and between At Home Corporation and Century Communications Corp.; (q) all assets related to Century's Cable Business that are not required to be contributed by Century Exchange to the Partnership under the Contribution Agreement;and(r)rights, assets and properties described on Schedule 4.4. 2p SECTION 5. TETE PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES The Partnership represents and warrants to TCI as of the date of this Agreement (or, if a different date is specified in this Section 5 or in the Century Schedules, as of such specified date) as follows: 5.l Qualification of the Partneohip. The Partnership is a limited partnership duly organized and validly existing under the laws of the State of Delaware. The Partnership(a)has all requisite partnership power and authority to own, lease and ase the Century Assets and to conduct Century's Cable Business as it is currently conducted and(b) at Closing will be duty qualified to do business and be in good standing under the laws of each jurisdiction in which the ownership,leasing or use of the Century Assets or the nature of its activities in connection with the Century Systems makes such qualification necessary, except in any such jurisdiction where the failure to be so qualified and in good standing would not have a material adverse effect on the ownership or operation of Century's Cable Business, the Century Assets or Century Systems or on the ability of the Partnership to perform its obligations under this Agreement. The Partnership's taxpayer identification number will be delivered at Closing. 51 Ap_lh-o 'ty and Validity. Tile Partnership has all requisite partnership power and authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by,this Agreement and the Transaction Documents to which it is a party. The execution and delivery by the Partnership, the performance by the Partnership under, and the consummation by the Partnership of the transactions contemplated by, this Agreement and the Transaction Documents to which it is a party have been duly and validly authorized by all required partnership action by or on behalf of the Partnership. This Agreement has been, and when executed, and delivered by the Partnership, the'Transaction Documents will be,duly and validly executed and delivered by the Partnership and the valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to the enforcement of creditors' rights generally or by principles governing the availability of equitable remedies. 5.3 o ofligi., Renu ons= . Except for,and subject to receipt of, the Century Required Consents, all of which are listed on Schedule 5.3, the TCI Required Consents, any Consents necessary to consummate the Contribution,and the notification and expiration or earlier termination of the waiting period under the HSR.Act,the execution and delivery by the Partnership, the performance of the Partnership under, and the consummation of the transactions contemplated by,this Agreement and the Transaction Documents to which the Partnership is a party do not and will not: (a) conflict with or violate any provision of its partnership agreement; (b) violate any provision of any Legal Requirement; (c)require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with, any Governmental Authority or other Person; or (d) (i) conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of other Persons or any -21 - combination thereof), (ii) pe mit or result in the termination, suspension or modification of, (iii)result in the acceleration of(or give any Person the right to accelerate) its performance under, (iv)result in the creation or imposition of any Lien under any Century System Franchise, Century System License or any Century System Contract or other instrument evidencing any of the Century Assets to which Century is party or by which Century or any of its assets is bound or affected and which will be assigned to the Partnership,except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any Century System, Century's Cable Business or on its ability to perform its obligations under this Agreement or the Transaction Documents to which it is a party. 5.4 sgis- (a) Century has,and at the Closing the Partnership will have,good and valid title to (or, in the case of Assets that are leased, valid leasehold interests in) the Century Assets (other than Century Owned Deal Property, Century Leased Property and Century (Other Real Property Interests,as to which representations and warranties in Section 5.6 apply). The Century Assets are free and clear of all Liens, except (i) Permitted Liens and(ii) Liens described on Schedule 5.4, all of which Liens on Schedule 5.4 will be terminated, released or, in the case of the rights of first refusal listed on Schedule 5.4,waived,as appropriate,at or prior to the Closing. Schedule 1.20 lists the principal items of Century Tangible Personal Property as of the date specified on such Schedule, or if no date is specified, as of the date of this Agreement. Except as described on Schedule 1.20 (Century Tangible Personal Property),the Century Tangible Personal Property is in good operating condition and repair(ordinary wear and tear excepted). (b) Except for items included in the Century Excluded Assets,the Century Assets constitute all the assets necessary to permit TCI to conduct Century's Cable Business and to operate the Century Systems substantially as they are being conducted and operated on the date of this Agreement and in compliance in all material respects with all applicable Legal Requirements, Century System Contracts,Century System.Licenses and Century System Franchises and to perform all of the TCI Assumed Obligations and Liabilities. (c) Except as disclosed on Schedule 5.4,to the Knowledge of Century, no third party has been granted or applied for a cable television franchise or is providing or intending to provide multichannel video programming, other than programming by direct-broadcast satellite in any of the communities or unincorporated areas currently served by Century's Cable Business. 5.5 Cen=S_vstem `cSystem Cen= Other Rea Prop&M Int.erects. (a) Except for the agreements listed on Schedules 1.12 (Century Leased Property), 1.14 (Century Other Real Property Interests), 1.17 (Century System Contracts), 1.18 -22 - ................................... (Century System Franchises) and 1.19 (Century System.Licenses), or as described on Schedule 4.4 (Century Excluded Assets) or otherwise included in the definition of Century Excluded Assets, Century is not bound or affected by any of the following that relate primarily or in whole to Century's Cable Business: (i) leases of real or personal property; (ii)franchises for the construction or operation of cable television systems or Contracts of substantially equivalent effect; (Iii) other licenses, authorizations, consents or permits of the FCC or any other Governmental Authority; (iv)material easements,rights of access, underground conduit agreements, crossing agreements or other interests in real property; (v) pole line or attachment agreements; (vi) multiple dwelling unit agreements, including bulk agreements, and commercial service agreements;provided that only a listing of the addresses of such units is attached, it being acknowledged by TO that written agreements do not exist with respect to all such units;(vii)agreements pursuant to which the Century Systems receive or provide advertising sales representation services; (viii) agreements pursuant to which a Century System has constructed or agreed to construct for third parries an institutional network or otherwise provides to third parties telecommunications services other than one-way video;(ix)agreements pursuant to which the Systems receive or have contracted to receive any Non- TV Products and Services; (x) construction and development agreements (other than installation agreements where services are provided in the ordinary course of business on an as-needed basis); or(xi)Contrasts relating to the operation of Century's Cable Business other than those described in any other clause of this Section which contemplate payments by or to Century in any 12-month period exceeding $25,000 individually or$150,000 in the aggregate or that have a remaining terra of two years or more as of the Closing Date. Except as described on the Schedules to this Agreement, no Affiliate of the Partnership (other than Century) is a party to any documents listed on such Schedules. (b) Complete and correct copies of the Century System Franchises and Century System Licenses have been delivered by the Partnership to TCI. Except as set forth on Schedule 1.18(Centum System Franchises), the Century System Franchises contain all of the commitments and obligations of Century to the applicable Governmental Authority granting such Franchises with respect to the construction,ownership and operation of the Century Systems. The Century System Franchises and Centum System Licenses are currently in full force and effect and are valid and enforceable under all applicable Legal Requirements according to their terms. 'There is no legal action, governmental proceeding or,to Century's Knowledge, investigation,pending or to Century's Knowledge threatened, to terminate, suspend or modify any Century System Franchise or any Century System License and Century is in material compliance with the terms and conditions of all the Century System Franchises and Century System Licenses and with other applicable requirements of all Governmental Authorities(including the FCC and the Register of Copyrights) relating to the Century System Franchises and Century System Licenses, including all requirements for notification, filing,reporting,posting and maintenance of logs and records. All areas served by the Century Systems are served pursuant to one of the Century Franchises except as set forth on Schedule 1.18. (c) Except as set forth on Schedule 1.14, complete and correct copies of all Century System Contracts required to be listed on Century's Schedules (including all Contracts 23 - relating to Leased Property and Other Real Property Interests described on Schedule 1.14)have been provided to TCL Such documents constitute the entire agreement with the other party. Each such Century System Contract is in full force and effect and constitutes the valid, legal, binding and enforceable obligation of Century, and Century is not and to Century's Knowledge, each other party thereto is not in breach or default of any material terms or conditions thereunder. 5.6 ReW Pro==. All Century Assets consisting of Century Owned Property, Century Leased Property and material Century Other Real Property Interests are described on Schedules 1.12 (Century Leased Property), 1.14(Century Other Real Property Interests) and 1.15 (Century Owned Property), including address and use for each such real property interest. Except as otherwise disclosed on Schedule 1.15 (Century Owned Property), Century holds (and at the Closing, the Partnership will hold) title to the Century Owned Property Lee and clear of all Liens (except (i) Permitted Liens and(ii) Liens described on Schedule 5.4, all of which Liens on Schedule 5.4 will be terminated, released or, in the case of the rights of first refusal listed on Schedule 5.4,waived, as appropriate, at or prior to the Closing) and Century has (and at the Closing, the Partnership will have)the valid and enforceable right to use and possess such Century Owned Property, subject only to the above-referenced Liens. Except as otherwise disclosed on Schedules 1.12(Century Leased Property) and 1.14 (Century Other Real Property Interests), Century has (and at the Closing, the Partnership will have)valid and enforceable leasehold interests in all Century Leased Property and, with respect to Century Other Real Property Interests, has valid and enforceable rights to use such Century Other Real Property Interests, in each case subject only to the above-referenced Liens.. Except for ordinary wear and tear and routine repairs, all of the material improvements, leasehold improvements and the premises of the Century Owned Property and the premises demised under the leases and other documents evidencing the Century Leased Property are in good condition and repair and are suitable for the purposes used. Each parcel of Century Owned Property and each parcel of Century Leased Property and any improvements thereon and their current use (x) has access to and over public streets or private streets for which Century has (and at the Closing,the Partnership will have)a valid right of ingress and egress,(y)conforms in its current use and occupancy to all material zoning requirements without reliance upon a variance issued by a Governmental Authority or a classification of the parcel in question as a nonconforming use and (z) conforms in its current use to all restrictive covenants,if any,or other Liens affecting all or part of such parcel. Except where the failure of the representations made in this sentence to be true and correct would not have a material adverse effect on the Century Assets or Century's Cable Business,all buildings,towers,guy wires and anchors, headend equipment, earth-receiving dishes and related facilities used in the operations of the Century Systems and included in the Century Assets are located entirely on Century Owned Property or Century Leased Property or other real property in which Century has a Century Other heal Property Interest and are maintained, placed and located in accordance with the provisions of all applicable Legal Requirements, deeds,leases,licenses,permits or other legally enforceable arrangements. -24 - ....................... ...... .............._. ___ ......... ......... ......... .........1111.... _ ......... ......... ......... ......... . ....._.......... _ .1111... ........ _ ....._ ...............1.11.1 __ _ 5.7 EnvirgnmgZal. (a) To Century's Knowledge, the Century Owned Property and Century Leased Property comply in all material respects with and have previously been operated in compliance in all material respects with all Environmental saws. Except as disclosed on Schedule 5.7, Century has not,either directly or indirectly(i)generated, stored, used,treated,handled,discharged,released or disposed of any Hazardous Substances at,on,under,in or about,to or from or in any other manner affecting,any Century Owned Property or Century Leased Property, (ii)transported any Hazardous Substances to or from any Century Owned Property or Century Leased Property or(iii)undertaken or caused to be undertaken any other activities relating to the Century Owned Property or Century Leased Property, which could reasonably give rise to any liability under any Environmental Law and, to Century's Knowledge, no odier present or previous owner, tenant, occupant or user of any Century Owned Property or Century Leased Property or any other Person has committed or suffered any of the foregoing. To Century's Knowledge, no release of Hazardous Substances outside the Century Owned Property or Century Leased Property has entered or threatens to enter any Century Owned Property or Century Leased Property,nor is there any pending or threatened Litigation based on Environmental Laws which arises frorn any condition of the land adjacent to or immediately surrounding any Century Owned Property or Century Leased Property. No Litigation based on Envirom.ental Laws which relates to any Century Owned Property or Century Leased Property or any operations or conditions on it (y) has been asserted or conducted in the past or is currently pending against or with respect to Century or, to Century's Knowledge,-any other Person or W to Century's Knowledge, is threatened or contemplated. (b) Except as disclosed. on Schedule 5.7, to Century's Knowledge, (i) no aboveground or underground storage tams are currently or have been located on any Century Owned Property or Century Leased Property, (ii)no Century Owned Property or Century Leased Property has been used at any time as a gasoline service station or any other facility for storing, pumping, dispensing or producing gasoline or any other petroleum products or wastes and(iii) no building or other structure on any Century Owned Property or Century Leased Property contains asbestos, asbestos-containing material or material presumed to be asbestos-containing .material under any Environmental Law. (c) The Partnership has provided TCI with complete and correct copies of(i)all studies,reports, surveys or other written materials in Century's possession relating to the presence or alleged presence of Hazardous Substances at,on,under or affecting the Century Owned Property or Century Leased Property, (ii)all notices(other than general notices made by general publication) or other materials in Century's possession that were received from any Governmental Authority having the power to administer or enforce any Environmental Laws relating to current or past ownership,use or operation of the Century Owned Property or Century Leased Property or activities at the Century Owned Property or Century Leased Property and (iii) all materials in Century's possession relating to any Litigation or allegation by any private third party concerning any Environmental Law. 25 5.8 Compliance with Legal Requirements. (a) The ownership, leasing and use of the Century Assets as they are currently owned, leased and used and the conduct of Century's Cable Business and the operation of the Century Systems as they are currently conducted and operated do not violate or infringe in any material respect any Legal Requirements currently in effect (other than Legal Requirements described in Sections 5.7, 5.8(d) and 5.13, as to which the representations and warranties set forth in those subsections shall apply), including (i)the Communications Act, (ii) Section 111 of the U.S. Copyright Act of 1976 and the applicable U.S. Copyright Office rules and regulations promulgated thereunder(the "Copyright Act") and (iii) all other applicable Legal Requirements relating to the construction,maintenance,ownership and operation of the Century Assets,the Century Systems and Century's Cable Business. Except as disclosed on Schedule 5.8, Century has received no written notice of any violation by Century or Century's Cable Business of any Legal Requirement applicable to the operation of Century's Cable Business �s currently conducted, or the Century Systems as currently operated and to Century's Knowledge,there is no existing fact, circumstance or condition that could reasonably form the basis for a finding by any Governmental Authority of any such violation. (b) A valid request for renewal has been duly and timely filed under Section 626 of the Communications Act with the proper Governmental Authority with respect to all Century System Franchises that have expired prior to or will expire within 36 months after the date of this Agreement. (c) Except as set forth in Schedule 5.8, (i) no written notices or demands have been received from the FCC,from any television station,or from any other Person or Governmental Authority(A)challenging the.right of the Century Systems to carry any television broadcast station or deliver the same or(B)claiming that any Century System has failed to carry a television broadcast station required to be carried pursuant to the Communications Act or has failed to carry a television broadcast station on a channel designated by such station consistent with the requirements of the Communications Act, (ii) all necessary Federal Aviation Administration(„FAA")approvals have been obtained with respect to the height and location of towers used in connection with the operation of the Century Systems and are listed in Schedule 5.8, and such towers are being operated in compliance in all material respects with applicable FCC and FAA rules; and (iii) Century has received no written notice from any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the 1992 Cable Act and except as set forth in its System Franchises,Century has not agreed with any Governmental Authority to establish customer service standards that exceed the FCC standards promulgated pursuant to the 1992 Cable Acte (d) Notwithstanding the foregoing,to Century's Knowledge,each Century System is in compliance in all material respects with the provisions of the 1992 Cable Act as such Legal Requirements relate to the rates and other fees charged to subscribers of Century's Cable Business. Century has used reasonable good faith efforts to establish rates charged to subscribers, effective since September 1, 1993,that are or were allowable under the 1992 Cable Act and any authoritative - 26 - interpretation thereof now or then in effect,to the extent such rates are or were subject to regulation at such time by any Governmental Authority, including any local franchising authority and/or the FCC. Notwithstanding the foregoing, the Partnership makes no representation or warranty that any of its rates that are not subject to rate regulation would be allowable if such rates were subject to regulation and make no representation or warranty that the rates charged to subscribers would be allowable under any rules and regulations of the FCC or any authoritative interpretation thereof, promulgated after the Closing Date. The Partnership has delivered to TCI complete and correct copies of all FCC Forms and other information reasonably requested by TCI relating to rate regulation generally or specific rates charged to subscribers with respect to the Century Systems. Except as set forth on Schedule 5.8, Century has not made any election with respect to any cost of service proceeding conducted in accordance with Part 76.922 of Title 47 of the Code of Federal Regulations or any similar proceeding with respect to any of the Century Systems (a "Cost of Service Election"). Except as set forth in Schedule 5.8, Century has not entered into and is not subject to any so-called social contract or prop6sed resolution with the FCC or any local franchise authority with respect to rates charged for cable television services in the Century Systems and is not currently negotiating or anticipating entering into or being subject to the same. Except as otherwise described on Schedule 5.8, as of the date of this Agreement, (i) to the Knowledge of Century, there are no outstanding or unresolved-proceedings or investigations (other than those affecting the cable industry generally) dealing with or otherwise affecting the rates that any cable television system included in the Century Systems can charge (whether for programming, equipment, installation, service or otherwise) including appeals, (ii) no cable television system included in the Century Systems is subject to any currently effective order issued by a Governmental Authority that reduced the rates that it may charge (whether for programming, equipment, installation,service,or otherwise), (iii)no local franchising authority has been certified by the FCC as'a rate regulating authority with respect to any of the Century Systems, and (iv) there is no unresolved complaint pending with respect to the CPT tier of any Century System and no rate order with respect to the Century Systems that is being appealed. (e) The Century Systems that serve more than 10,000 subscribers will have emergency alert capability as required by the FCC prior to January 1, 1999 or such later date as may hereafter be specified by the FCC. 5.9 pan iernar s an p3Xdgbjj. Century has deposited with the U.S. Copyright Office all statements of account and other documents and instruments, and has paid all royalties, supplemental royalties, fees and other sums to the U.S. Copyright Office under the Copyright Act with respect to the business and operations of the Century Systems as are required to obtain,hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. To Century's Knowledge, there is no inquiry, claim, action or demand pending before the U.S. Copyright Office or from any other Person which questions the copyright filings or payments made by Century with respect to the Century Systems. The Partnership has delivered to TCI complete and correct copies of all current reports and filings for the past three years, made or filed pursuant to copyright rules and regulations with respect to Century's Cable Business. Century does not possess any patent, patent right, trademark or copyright related to or material to the -27 - operation of the Century Systems and Century isnot a party to any license or royalty agreement with respect to any such patent, patent right, trademark or copyright, except for licenses respecting program material and obligations under the Copyright Act applicable to cable television systems generally. The Century Systems and Century's Cable Business have been operated in such a manner so as not to violate or infringe upon the rights, or give rise to any rightful claim of any Person for copyright, trademark, service mark, patent or license infringement or the like. 5.10 Einancial SWgm!:ntvents. The Partnership has delivered to TO complete and correct copies of(a) unaudited balance sheets of the Century Systems and related statements of income, stockholders' equity and cash flows for the Century Systems and as of the fiscal year ended May 31, 1997,including all notes and schedules thereto and(b)unaudited balance sheets of the Century Systems and the related unaudited statements of income of the Century Systems for each quarter ending after May 31, 1997(all of such financial statements and notes being hereinafter referred`to as "Century's Financial Statements"). Century's Financial Statements are in accordance with the books and records of Century, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, and, except as may be described therein,present fairly the financial condition of Century at the dates and for the periods indicated, subject, in the case of unaudited Century Financial Statements, only to standard year-end adjustments and the omission of footnotes. The unaudited Balance Sheet as of February 28, 1998 of Century is herein called "Century Balance Sheet." At the date of the Century Balance Sheet, Century had no material liabilities with respect to the Systems required by GAAP to be reflected or reserved against therein that were not fully reflected or reserved against on the Century Balance Sheet, other than liabilities as set forth on Schedule 5.10. Except as set forth on Schedule 5.10, since November 30, 1997: (x)neither Century nor the Partnership has incurred any obligation or liability(contingent or otherwise)with respect to the Systems, except normal trade or business obligations incurred in the ordinary course of business,the performance of which will not, to Century's Knowledge, individually or in the aggregate, have a material adverse effect on the financial condition of Century or the results of operations of Century's Cable Business; (y)there has been no material adverse change in the Century Assets comprising any Century System or in the business,condition,financial or otherwise,or liabilities of Century's Cable Business or any Century System and, to Century's Knowledge, no fact or condition exists or is contemplated or threatened which would result in such a change in the future; and (z) Century's Cable Business has been conducted only in the ordinary course of business consistent with past practice. For the purpose of this Agreement, the impact of general economic conditions (including changes in capital and financial markets),governmental legislation and regulations and other events which affect the cable industry as a whole in the State of California or the United States, shall not be considered in determining whether there has been a material adverse change in the business, condition, financial or otherwise or liabilities of Century's Cable Business or any Century System or the Century Assets. 5.11 dation. Except as set forth in Schedule 5.11: (a)there is no Litigation pending or, to Century's Knowledge, threatened, and to Century's Knowledge, there is no investigation pending or threatened, by or before any Governmental Authority or private arbitration tribunal against Century which, if adversely determined, would materially adversely affect the financial -28 - ......... ......... ............... ................................. ......... ........ ........ .................. ......... ._...... ......... .................................. .. ......... ........ ........__ ......... ............................ condition or operations of Century's Cable Business, Century Systems, the Century Assets or the ability of the Partnership to perform its obligations under this Agreement, of which, if adversely determined,would result in the modification,revocation,termination,suspension or other limitation of any of the Century System Franchises, Century System Licenses, Century System Contracts or leases or other documents evidencing the Century Leased Property or the Century Other Real Property Interests, and (b) there is not in existence any Judgment requiring Century to take any action of any kind with respect to the Century Assets or the operation of the Century Systems, or to which Century (with respect to the Century Systems), the Century Systems or the Century Assets are subject or by which they are bound or affected. 5.12 Tax Returns° Other Reports. Century has duly and timely filed in correct form all federal, state, local and foreign Tax returns and other Tax reports required to be filed by Century, and has timely paid all Taxes which have become due and payable, whether or not so shown on any such return or report, tine failure of which to be filed or paid could adversely affect or result in the imposition of a.Lien upon the Century Assets or that could impose on TCI any transferee liability for any taxes,penalties or interest due or to become due from Century, except such amounts as are being contested diligently and in good faith and are not in the aggregate material. Century has received no notice of,nor does Century have any Knowledge of,any deficiency,assessment or audit, or proposed deficiency, assessment or audit from any taxing Governmental Authority which could affect or result in the imposition of a Lien upon the Century Assets. 5.13I�oyment utters. (a) Schedule 5.13(x) contains a complete and correct list of the names and positions of all employees engaged principally in Century's Cable Business as of the date set forth on Schedule 5.13(a). Century has complied in all material respects with all applicable Legal Requirements relating to the employment of labor,including,the Worker Adjustment and Retraining Notification Act,29 U.S.C. § 2101, et seq. ("WARN"),ERISA,continuation coverage requirements with respect to group health plans and those relating to wages, hours, collective bargaining, unemployment insurance,worker's compensation,equal employment opportunity,age and disability discrimination, immigration control and the payment and withholding of Faxes. (b) Each employee benefit plan (as defined in Section 3(3) of ERISA) or any multi-employer plan(as defined in Section 3(37) of ERISA) with respect to which Century or any of its ERISA Affiliates has any liability or in which any employees or agents, or any former employees or agents, of Century or any of its ERISA Affiliates participate is set forth in Schedule 5.13(the"Century Plans"). Except as disclosed on Schedule 5.13(a),neither Century,any of its ERISA Affiliates nor any Century Plan is in material violation of any provision of the Code or ERISA. No "reportable event" (as defined in Section 4043 of ERISA) has occurred and is continuing with respect to any Century Plan and no "prohibited transaction" (as defined in Section 406 of ERISA) has occurred with respect to any Century Plan which reasonably could result in material liability to Century or any of its ERISA Affiliates. No material "accumulated funding deficiency"or"withdrawal liability" (as defined in Section.302 of ERISA)exists with respect to any -29 - of the Century Plans. After the Closing, TCI will not be required, under ERISA,the Code or any collective bargaining agreement, to establish, maintain or continue any Plan currently maintained by Century or any of its ERISA Affiliates. (c) Except as set forth on Schedule 5.13, there are no union or collective bargaining agreements applicable to any Person employed by Century that renders services in connection with the Century Systems and Century has no duty to bargain with any labor organization with respect to any such Person. There are not pending any unfair labor practice charges against Century, any demand for recognition or any other effort of or request or demand from, a labor organization for representative status with respect to any Person employed by Century that renders services in connection with the Century Systems. Except as described on Schedule 5.13, Century has no employment Contracts,either written or-oral,with any employee of the Century Systems and none of the employment Contracts or other agreements listed on Schedule 5.13 requires Century or will require TCI to employ any Person after the Closing Time. 5.14 !Cent=y Systems In&rmigion. Schedule 5.14 sets forth a materially true and accurate description of the following information relating to Century's Cable Business,as of the date specified in Schedule 5.14, or, if no date is specified, as of August 20, 1998: (a) the approximate number of miles (both underground and aerial) of plant included in the Century Assets; (b) the number of Equivalent Basic Subscribers (including the number that are individually billed and the number that are bulk-billed) served by the Century Systems for each Century System service area(by franchise area or community); (c) the approximate number of single family homes and residential dwelling units passed by the Century Systems; (d) a description of basic and optional or tier services available from the Century Systems,the rates charged by Century for each and the number of customers receiving each optional or tier service; (e) the stations and signals carried by the Century Systems and the channel position of each such signal and station and the basis for carriage of all television broadcast signals; and (f) the cities,towns,villages,townships,boroughs,counties or other communities served by the Century Systems (with or without the requirement of a franchise). 5.15 hcc un eceiva le. Century's accounts receivable for its Cable Business are actual and bona fide receivables representing obligations for the total dollar amount of such receivables, as shown on the books of Century,that resulted from the regular course of Century's Cable Business. - 30 - Such receivables are subject to no offset or reduction of any nature, except for a reserve for uncollectible amounts consistent with the reserve established by Century in Century's Financial Statements and those credits or reductions to such accounts made in the ordinary course of business. 5.16 Bonds, Lgtier5,-of-Credit. Except as set forth on Schedule 5.16, there are no franchise,construction, fidelity,performance, or other bonds, guaranties in lieu of bonds or letters of credit posted by Century in connection with its operation or ownership of any of the Century Systems or Century Assets. 5.1 inners and brokers. Century has notloyed any financial advisor, broker or MP finder or incurred any liability for any financial advisory, brokerage, firider's or similar fee or commission in connection with the transactions contemplated by this Agreement for which TCI could be liable. SECTION 6. TCI'S, REPRESENTATIONS AND WARRANTIES TCI re-oresents and warrants to the Partnership as of the date of this Agreement (or, if a I different date is specified in this Section 5 or in the TCI Schedules, as of such specified date) as follows. 0 tign-Q=. TCI is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite partnership power and authority to own, lease and use the TCI Assets owned, leased or used by it and to conduct TCl's Cable Business as it is currently conducted. TCI is, duly qualified to do business and is in good standing under the laws of each jurisdiction in which the ownership, leasing or use of the TCI Assets or the nature of its activities in connection with the TCI Systems makes such qualification necessary,except in any such jurisdiction where the failure to be so qualified and in good standing would not have a material adverse effect on the ownership or operation of TCIs Cable Business, the TCI Assets or TCI Systems or on the ability of TCI to perform its obligations under this Agreement. TCl's U.S. taxpayer identification number is 84-1021491. 61 1 jy_ d Validity. TCI has all requisite partnership power and authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Transaction Documents to which TCI is a party. The execution and delivery by TCI,the performance by TCI,.ander,and the consummation by TCI of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI is a party have been duly and validly authorized by all required partnership action by or on behalf of TCI. This Agreement has been, and when executed and delivered by TCI the Transaction Documents will be, duly and validly executed and delivered by TCI and the valid and binding obligations of TCI,enforceable against TCI in accordance with their ter-,.ns,except as the same may be limited by applicable bankruptcy, insolvency,reorganization,moratorium or similar laws now or hereafter in effect relating to the enforcement of creditors' rights generally or by principles governing the availability of equitable remedies. -31 - 6.3 No Conflict: Required Consents. Except for, and subject to receipt of, the TCI Required Consents,all of which are listed on Schedule 6.3, and the Century Required Consents and the notification and expiration or earlier termination of the waiting period under the HSR Act, the execution and delivery by TCI, the performance of TCI under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which TCI is a party do not and will not: (a) conflict with or violate any provision of its charter or bylaws; (b) violate any provision of any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with, any Governmental Authority or other Person; or (d) (i) conflict with, violate, result in a breach of or constitute a default under(without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of(or give any Person the right to accelerate) the performance of TCI under, (iv) result in the creation or imposition of any Lien under any TCI System Franchise,TCI System License or any,TCI System Contract or other instrument evidencing any of the TCI Assets or by which TCI or any of its assets is bound or affected, except for purposes of clauses (c) and (d) such consents, approvals, authorizations and filings, that, if not obtained or made, would not, and such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on any TCI System, TCI's Cable Business or on the ability of TCI to perform its obligations under this Agreement or the Transaction Documents to which TCI is a party. 6.4 Assets. (a) TCI has good and valid title to(or, in the case of Assets that are leased,valid leasehold interests in) the TCI Assets (other than TCI Owned Real Property, TCI Leased Property and TCI Other Real Property Interests, as to which representations and warranties in Section 6.6 apply). The TCI Assets are free and clear of all Liens, except (i) Permitted Liens and (ii) Liens described on Schedule 6.4, all of which Liens on Schedule 6.4 will be terminated,released or, in the case of the rights of first refusal listed on Schedule 6.4,waived,as appropriate,at or prior to the Closing. Schedule 1.66 lists the principal items of TCI Tangible Personal Property as of the date specified on such Schedule, or if no date is specified, as of the date of this Agreement. Except as described on Schedule 1.66(TCI Tangible Personal Property),the TCI Tangible Personal Property is in good operating condition and repair(ordinary wear and tear excepted). (b) Except for items included in the TCI Excluded Assets, the TCI Assets constitute all the assets necessary to permit the Partnership to conduct TCI's Cable Business and to operate the TCI Systems substantially as they are being conducted and operated on the date of this Agreement and in compliance in all material respects with all applicable Legal Requirements,TCI System Contracts, TCI System Licenses and TCI System Franchises and to perform all of the Century Assumed Obligations and Liabilities. (c) Except as disclosed on Schedule 6.4,to the Knowledge of TCI,no third party has been granted or applied for a cable television franchise or is providing or intending to provide - 32 - multichannel video programming, other than programming by direct broadcast satellite, in any of the communities or unincorporated areas currently served by TCI's Cable Business. 6.5 r te< c` e T Sv t isgm?.t&_TCI Sv5temCon=15 andOther Peal ProyeM 1=gre tg. (a) .Except for the agreements listed on Schedules 1.58 (TCI Leased Property), 1.60 (TCI Cather Real Property Interests), 1.63 (TCI System Contracts), 1.64 (TCI System Franchises)and 1.65(TCI System Licenses)or as described on Schedule 4.2 (TCI Excluded Assets) or otherwise included in the definition of TCI Excluded Assets,TCI is not bound or affected by any of the following that relate primarily or in whole to ICI's Cable Business: (i) leases of real or personal property; (ii) franchises for the construction or operation of cable television systems or Contracts of substantially equivalent effect; (iii) other licenses, authorizations, consents or permits of the FCC or any other Governmental Authority; (iv) material easements, rights of access, underground conduit agreements, crossing agreements or other interests in real.property; (v)pole line or attachment agreements; (vi) multiple dwelling unit agreements, including bulk agreements, and commercial service agreements; provided that only a listing of the addresses of such units is attached, it being acknowledged by the Partnership that written agreements do not exist with respect to all such units; (vii)agreements pursuant to which the TCI Systems receive or provide advertising sales represerimtion services; (viii) agreements pursuant to which a TCI System has constructed or agreed to construct for third parties an institutional network or otherwise provide to third parties telecommunications services other than one-way video; (ix) agreements pursuant to which the Systems receive or have contracted to receive lion-TV Products and Services; (x) construction and development agreements (other than installation agreements where services are provided in the ordinary course of business on an as-needed basis); or (xi) Contracts relating to the operation of TCI's Cable Business other than those described in any other clause of this Section which contemplate payments by or to TCI in any 12-month period exceeding $25,000 individually or $150,000 in the aggregate-or that have a remaining term of two years or.more as of the Closing Date. Except as described on the Schedules to this Agreement, no Affiliate of TCI is a party to any documents listed on such Schedules. (b) Except as set forth on Schedule 1.63,complete and correct copies of the TCI System.Franchises and TCI System Licenses have been delivered by TCI to the Partnership. Except as set forth on Schedule 1.64 (TCI System Franchises), the TCI System Franchises contain all of the commitments and obligations of TCI to the applicable Governmental Authority granting such Franchises with respect to the construction,ownership and operation of the TCI Systems. The TCI System Franchises and TCI System Licenses are currently in full force and effect and are valid and enforceable under all applicable Legal Requirements according to their terns. There is no legal action, goverrunental proceeding or, to TCI's Knowledge, investigation, pending or to TCI's Knowledge threatened,to terminate, suspend or modify any TCI System Franchise or TCI System License and TCI is in material compliance with the terms and conditions of all the TCI System Franchises and TCI System Licenses and with other applicable requirements of all Governmental Authorities (including the FCC and the Register of Copyrights) relating to the TCI System - 33 Franchises and TCI System Licenses, including all requirements for notification, filing, reporting, posting and maintenance of logs and records. All areas served by the TCI Systems are served pursuant to one of the TCI Franchises except as set forth on Schedule 1.64. (c) Except as disclosed on Schedule 1.63,complete and correct copies of all TCI System Contracts required to be listed on ICI's Schedules(including all Contracts relating to Leased Property and Other Real Property Interests described on Schedule 1.60) have been provided to the Partnership. Such documents constitute the entire agreement with the other party. Except as disclosed on Schedule 1.63,each such TCI System Contract is in full force and effect and constitutes the valid, legal,binding and enforceable obligation of TCI and TCI is not and to TCI's Knowledge, each other party thereto is not in breach or default of any material terns or conditions thereunder. 6.5 Real Property. All TCI Assets consisting of TCI Owned Property, TCT Leased Property and material TCI Other Real Property Interests are described on Schedules 1.58 (TCI Leased Property), 1.60 (TCI Other Real Property Interests) and 1.61 (TCI Owned Property), including address and use for each such real property interest. Except as otherwise disclosed on Schedule 1.61 (TCI Owned Property),TCI holds title to the TCI Owned Property free and clear of all Liens(except(i) Permitted Liens and(ii)Liens described on Schedule 6.4, all of which Liens on Schedule 6.4 will be terminated, released or, in the case of the rights of first refusal listed on Schedule 6.4, waived, as appropriate, at or prior to the Closing) and has the valid and enforceable right to use and possess such TCI Owned Property, subject only to above-referenced Liens. Except as otherwise disclosed on Schedules 1.58(TCI Leased Property)and 1.60 (TCI Other Real Property Interests); TCI has valid and enforceable leasehold interests in all TCI Leased Property and, with respect to TCI Other Real Property Interests, has valid and enforceable rights to use all TCI Other Real Property Interests subject, in each case subject only to the above-referenced Liens. Except for ordinary wear and tear and routine repairs,all of the material improvements,leasehold improvements and the premises of the TCI Owned Property and the premises demised under the leases and other documents evidencing the TO Leased Property are in good condition and repair and are suitable for the purposes used. Each parcel of TCI Owned Property and each parcel of TCI Leased Property and any improvements thereon and their current use (x)has access to and over public streets or private streets for which TCI has a valid right of ingress and egress, (y) conforms in its current use and occupancy to all material zoning requirements without reliance upon a variance issued by a Governmental Authority or a classification of the parcel in question as a nonconforming use and (z)conforms in its current use to all restrictive covenants, if any, or other Liens affecting all or part of such parcel. Except where the failure of the representations made in this sentence to be true and correct would not have a material adverse effect on the TCI Assets or ICI's Cable Business, all buildings, towers, guy wires and anchors, headend equipment, earth-receiving dishes and related facilities used in the operations of the TCI Systems and included in the TCI Assets are located entirely on TCI Owned Property or TCI Leased Property or other real property in which TCI has a TCI Other Real Property Interest and are maintained, placed and located in accordance with the provisions of all applicable Legal Requirements, deeds, leases, licenses, permits or other legally enforceable arrangements. 34 6.7 Environme tial. (a) To ICI's Knowledge, the TCI Owned Property and TCI Leased Property comply in all material respects with and has previously been operated in compliance in all material respects with all Environrnental Lawns. Except as disclosed on Schedule 6.7, TCI has not either directly or indirectly (i) generated, stored, used, treated, handled,discharged, released or disposed of any Hazardous Substances at, on, under, in or about,to or from or in any other manner affecting, any TCI Owned Property or TCT Leased Property, (ii) transported any Hazardous Substances to or from any TCI Owned Property or TCI Leased Property or (iii) undertaken or caused to be undertaken any other activities relating to the TCI Owned Property or TCI Leased Property,which could reasonably give rise to any liability under any Environmental Law and, to TCI's Knowledge, no other;present or previous owner, tenant, occupant or user of any TCI Owned Property or TCI Leased Property or any other Person has committed or suffered any of the foregoing. To TCI's Knowledge, no release of Hazardous Substances outside the TCI Owned Property or TCT Leased Property has entered or threatens to enter any TCl Owned Property or TCI Leased Property, nor is there any pending or threatened Litigation based on Environmental Laws which arises from any condition of the land adjacent to or immediately surrounding any TCI Owned Property or TCT Leased Property. No Litigation based on Environmental Lawns which relates to any TCI Owned Property or TCI Leased Property or any operations or conditions on it (y) has been asserted or conducted in the past or is currently pending against or with respect to TCI or,to TCT's Knowledge, any other Person, or(z) to TCI's Knowledge, is threatened or contempiated. (b) Except as disclosed on Schedule 6,7,to TCI's Knowledge,(i)no aboveground or underground storage tanks are currently or have been located on any TCI Owned Property or TCI Leased Property, (ii)no TCI Owned Property or TCI Teased Property has been used at any time as a gasoline service station or any other facility for storing,pumping,dispensing or producing gasoline or any other petroleum products or wastes and(iii)no building or other structure on any TCI Owned Property or TCI Leased Property contains asbestos, asbestos-containing material or material presumed to be asbestos-containing material under any Environmental Law. (c) TCI has provided the Partnership with complete and correct copies of(i) all studies, reports, surveys or other written materials in ICI's possession relating to the presence or alleged presence of Hazardous Substances at,on,under or affecting the TCI Owned Property or TCI Leased Property, (ii) all notices (other than general notices made by general publication) or other materials in TCI's possession that were received from any Governmental Authority having the power to administer or enforce any Environmental Laws relating to current or past ownership, use or operation of the TCI Owned Property or TCI Leased Property or activities at the TCI Owned Property or TCI Leased Property and(iii)all materials in TCI's possession relating to any Litigation or allegation by any private third party concerning any Environmental Law. 35 e 6.8 orniliance with Legal Requirements. (a) The ownership,leasing and use of the TCI Assets as they are currently owned, leased and used and the conduct of TCI's Cable Business and the operation of the TCI Systems as they are currently conducted and operated do not violate or infringe in any material respect any Legal Requirements currently in effect(other than Legal Requirements described in Sections 6.7, 6.8(d) and 6.13,as to which the representations and warranties set forth in those subsections shall apply), including (i) the Communications Act, (ii) Section 111 of the Copyright Act and (iii) all other applicable Legal Requirements relating to the construction, maintenance, ownership and operation of the TO Assets,the TO Systems and TCI's Cable Business. Except as disclosed on Schedule 6.8, TO has received no written notice of any violation by TCI or TCI's Cable Business of any Legal Requirement applicable to the operation of TCI's Cable Business as currently conducted, or the TCI Systems as currently operated and to TCI's Knowledge, there is no existing fact, circumstance or condition that could reasonably form the basis fbr a finding by any Governmental Authority of any such violation. (b) A valid request for renewal has been duly and timely filed under Section 626 of the Communications Act with the proper Governmental Authority with respect to all TO System Franchises that have expired prior to or will expire within 36 months after the date of this Agreement. (c) Except as set forth in Schedule 6.8, (i) no written notices or demands have been received from the FCC,from any television station,or from any other Person or Governmental Authority(A)challenging the right of the TCI Systems to carry any television broadcast station or deliver the same or (B) claiming that any TO System has failed to carry a.television broadcast station required to be carried pursuant to the Communications Act or has failed to carry a television broadcast station on a channel designated by such station consistent with the requirements of the Communications Act;(ii)all necessary FAA approvals have been obtained with respect to the height and location of towers used in connection with the operation of the TO Systems and are listed in Schedule 6.8, and such towers are being operated in compliance in all material respects with applicable FCC and FAA rules; and(iii)TO has received no written notice from any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the 1992 Cable Act and except as set forth in its System Franchises, TCI has not agreed with any Governmental Authority to establish customer service standards that exceed the FCC standards promulgated pursuant to the 1992 Cable Act. (d) Notwithstanding the foregoing,to TCI's Knowledge,each TO System is in compliance in all material respects with the provisions of the 1992 Cable Act as such Legal Requirements relate to the rates and other fees charged to subscribers ofTCI's Cable Business. TO has used reasonable good faith efforts to establish rates charged to subscribers, effective since September 1, 1993, that are or were allowable under the 1992 Cable Act and any authoritative interpretation thereof now or then in effect,to the extent such rates are or were subject to regulation at such time by any Governmental Authority, including any local franchising authority and/or the 36 ......... ......... ......... ........................................ ......................................................_........ _............................. ......... ......... ......... ......... ...... ................... ..........._...... _......... ......... ......... ......... ......................................... ....... FCC. Notwithstanding the foregoing, TCI makes no representation or warranty that any of its rates that are not subject to rate regulation would be allowable if such rates were subject to regulation and makes no representation or warranty that the rates charged to subscribers would be allowable under any rules and regulations of the FCC or any authoritative interpretation thereof, promulgated after the Closing Date. TCI has delivered to the Partnership complete and correct copies of all FCC Forms and other information reasonably requested by the Partnership relating to rate regulation generally or specific rates charged to subscribers with respect to the TCI Systems. Except as set forth on Schedule 6,5,TCI has not made any Cost of Service Election with respect to any of the TCI Systems. Except as set forth in Schedule 6.8, TCI has not entered into and is not subject to any so- called social contract or proposed resolution with the FCC or any local franchising authority with respect to rates charged for cable television servines in the TCI Systems and is not currently negotiating or anticipating entering into or being subject to the same. Except as otherwise described on Schedule bag, as of the date of this Agreement, (i) to the Knowledge of TCI, there are no outstanding or unresolved proceedings or investigations(other than those affecting the cable industry generally)dealing with or otherwise affecting the rates that any cable television system included in the TCI Systems can charge (whether for programming, equipment, installation, service or otherwise) including appeals, (ii)no cable television system incl..ded in the TCI Systems is subject to any currently effective order issued by a Governmental Authority that reduced the rates that it may charge (whether for programming, equipment, installation, service, or otherwise), (iii) no local franchising authority has been certined by the FCC as a rate regulating authority with respect to any of the TCI Systems,and (iv)there is no unresolved complaint pending with respect to the CPST tier of any TCI System and no rate order with respect to the TCI Systems that is being appealed. (e) The TCI Systems that serve more than 10,000 subscribers will have emergency alert capability as required by the FCC prior to January 1, 1999 or such later date as may hereafter be specified by the FCC. 6.9 atents. Ir9d9M4rLq.=dCgpydgbSz. TCI has deposited with the U.S. Copyright Office all statements of account and other documents and instruments, and has paid all royalties, supplemental royalties, fees and other sums to the U.S. Copyright Office under the Copyright Act with respect to the business and operations of the TCI Systems as are required to obtain., hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. To TCI's Knowledge,there is no inquiry, claim, action or demand pending before the U.S. Copyright Office or from any other Person which questions the copyright filings or payments made by TCI with respect to the TCI Systems. TCI has delivered to the Partnership complete and correct copies of all current reports and filings for the past three years, made or filed pursuant to copyright rules and regulations with respect to TCI's Cable Business. TCI does not possess any patent,patent right,trademark or copyright related to or material to the operation of the TCI Systems and TCI is not a party to any license or royalty agreement with respect to any such patent, patent right, trademark or copyright, except for licenses respecting program material and obligations under the Copyright Act applicable to cable television systems generally. The TCI Systems and TCI's Cable Business have been operated in such a manner so as not to violate or - 37 - infringe upon the rights, or give rise to any rightful claim of any Person for copyright, trademark, service mark, patent or license infringement or the like. 6.10 a e e v t5. TO has delivered to the Partnership complete and correct copies of(a) an unaudited balance sheet for each TO System as of December 31, 1997 and an unaudited statement of operations for the year ended December 31, 1997 for each TCI System, including all notes and Schedules thereto and(b) an unaudited balance sheet for each TCI System as of June 30, 1998 and the related unaudited statement of operations for the period ended June 30, 1998(all of such financial statements and notes being hereinafter referred to as "TCI's Financial Statements"). TCPs Financial Statements are in accordance with the books and records of TCI, were prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby,present fairly the financial condition of TCI at the dates and for the periods indicated, subject, in the case of unaudited TCI Financial Statements, only to standard year-end adjustments and the omission of footnotes. The unaudited Balance Sheets of the TCI Systems as of June 30, 1998 are herein collectively called the "TCI Balance Sheet." At the date of the TCI Balance Sheet, TCI had no material liabilities with respect to the Systems required by GAAP to be reflected or reserved against therein that were not fully reflected or reserved against on the TO Balance Sheet, other than liabilities as set forth on Schedule 6.10. Except as set forth on Schedule 6.10,since the date of the TO Balance Sheet; (x) TO has not incurred any obligation or liability(contingent or otherwise)with respect to the Systems, except normal trade or business obligations incurred in the ordinary course of business, the performance of which will not,to TCI's Knowledge,individually or in the aggregate,have a material adverse effect can the financial condition of TO or the results of operations ofTCI's Cable Business; (y)there has been no material adverse change in the TO Assets comprising any TO System or in the business, condition, financial or otherwise, or liabilities of TCI's Cable Business or any TO System and,to TCI's Knowledge, no fact or condition exists or is contemplated or threatened which would result in such a change in the future; and(z)TCI's Cable Business has been conducted only in the ordinary course of business consistent with past practice. For the purpose of this Agreement, the impact of general economic conditions (including changes in capital and financial markets), governmental legislation and regulations and other events which affect the cable industry as a whole in the State of California or the United States, shall not be considered in determining whether there has been a material adverse change in the business,condition, financial or otherwise or liabilities of TCI's Cable Business or any TCI System or the TO Assets. 6.11 Litigation. Except as set forth in Schedule 6.11: (a)there is no Litigation pending or,to TCI's Knowledge, threatened,and,to TCI's Knowledge, there is no investigation pending or threatened, by or before any Governmental Authority or private arbitration tribunal against TO which, if adversely determined, would materially adversely affect the financial condition or operations of TCI's Cable Business, TO Systems,the TO Assets or the ability of TCI to perform its obligations under this Agreement, or which, if adversely determined, would result in the modification, revocation, termination, suspension or other limitation of any of the TO System Franchises,TCI System Licenses, TO System Contracts or leases or other documents evidencing the TO Leased Property or the TO Other Real Property Interests; and(b) there is not in existence - 38 - .................................................. ......... ......................................... .... ......... ......... . ........ _ ....._ ......... ... ......... ......... ......... ............ ....... ........ ... ....... .. ........ ..................... . ......... any Judgment requiring TO to take any action of any kind with respect to the TO Assets or the operation of the TO Systems, or to which TCI (with respect to the TCI Systems), the TO Systems or the TO Assets are subject or by which they are bound or affected. 6.112 'Tax Returns: Qth Rem s. TO has duly and timely filed in correct form all federal, state,loud and foreign Tax returns and other Tax reports required to be fled by TCI, and has timely paid all Taxes which have become due and payable, whether or not so shown on any such return or report, the failure of which to be filed or paid could adversely affect or resultin the imposition of a Lien upon the TO Assets or that could impose on the Partnership any transferee liability for any taxes, penalties or interest due or to become due from TCI, except such amounts as are being contested diligently and in good faith and are not in the aggregate material. TO has received no notice of, nor does TO have any Knowledge of, any deficiency, assessment or audit, or proposed deficiency,assessment or audit from any Bing Governmental Authority which could affect or result in the imposition of a Lien upon the TO Assets. 6.13 A p� ient Matters. (a) Schedule 6,13(a) contains a complete and correct list of the names and positions of all employees engaged principally in TCI's Cable Business as of the date set forty:on Schedule 6o13(a). TO has complied in all material respects with all applicable Legal Requirements relating to the employrnent of labor,including, WARN,ERISA,continuation coverage requirements witih respect to group health .plans and those relating to wages, hours, collective bargaining, unemployment insurance,worker's compensation,equal employment opportunity,age and disability discrimination, immigration control and the payment and withl-iolding of Taxes._ (b) Each employee benefit plan (as defined in Section 3(3) of ERISA) or any multi-emeployer plan(as defined in Section 3(37) of ERISA)with respect to which TO or any of its ERISA Affiliates has any liability or in which any employees or agents, or my former employees or agents,of TO or any of its ERISA Affiliates participate is set forth in Schedule 6.13 (the "TCI Plans"). Neither TCI, any of its ERISA Affiliates nor any TO flan is in material violation of any provision of the Code or ERISA. No "reportable event" (as defined in Section 4043 of ERISA)has occurred and is continuing with respect to any TO flan and no "prohibited transaction" (as defined in Section 406 of ERISA)has occurred with respect to any TO flan which reasonably could result in material liability to TO or any of its ERISA Affiliates. No material "accumulated funding deficiency"or"withdrawal liability" (as defined in Section 302 of ERISA)exists with respect to any of the TO Plans. After the Closing Time, the Partnership will not be required, under ERISA, the Code or any collective bargaining agreement, to establish, maintain or continue any Plan currently maintained by TCI or any of its ERISA Affiliates. (c) Except as set forth on Schedule 6.13, there are no union or collective bargaining agreements applicable to any Person employed by TO that renders services in connection with the TCI Systems and TCI has no duty to bargain with any labor organization with respect to any such Person. There are not pending any unfair labor practice charges against TO, any demand - 39 - for recognition or any other effort of or request or demand from, a labor organization for representative status with respect to any Person employed by TCI that renders services in connection with the TO Systems. Except as described on Schedule 6.13, TO has no employment Contracts, either written or oral,with any employee of the TCI Systems and none of the employment Contracts listed on Schedule 6.13 requires TCI or will require the Partnership to employ any Person after the Closing Time. 6.14stem__s Information. Schedule 5.14 sets forth a materially true and accurate description of the following information relating to TCI's Cable Business as of the date specified in Schedule 5.14 or, if no date is specified, as of August 20, 1998: (a) the approximate number of miles (both underground and aerial) of plant included in the TCI Assets; (b) the number of Equipment Basic Subscribers (including the number that are individually billed and the number that are bulk-billed) served by the TO Systems for each TO System service_area(by franchise area or community); (c) the approximate number of single family homes and residential dwelling units passed by the TO Systems; (d) a description of basic and optional or tier services available from the TO Systems,the rates charged by TO for each and the number of customers receiving each optional or tier service; (e) the stations and signals carried by the TO Systems and the channel position of each such signal and station and the basis for carriage of all television broadcast signals; and M the cities,towns,villages,townships,boroughs,counties or other communities served by the TO Systems (with or without the requirement of a franchise). ` 6.15 accounts Receivable. TCI's accounts receivable for its Cable Business are actual and bona fide receivables representing obligations for the total dollar amount of such receivables, as shown on the books of TCI, that resulted from the regular course of TCI's Cable Business. Such receivables are subject to no offset or reduction of any nature, except for a reserve for uncollectible amounts consistent with the reserve established by TO in TCI's Financial Statements and those credits or reductions to such accounts made in the ordinary course of business. 6.16 Bonds. L= of Credit. Except as set forth on Schedule 6.1.6, there are no franchise,construction, fidelity,performance, or other bonds,guaranties in lieu of bonds or letters of credit posted by TCI in connection with its operation or ownership of any of the TO Systems or TO Assets. -40 - .................. 6.17 indm and B o�kcrs. TCI has not employed any financial advisor, broker or finder or incurred any 'liability for any financial advisory,brokerage,finder's or similar fee or commission in connection with the transactions contemplated by this Agreement for which the Partnersh.iD could be liable. SECTION 7. ADDITIONAL COVENANTS 7.1 Access to Ppe- ises = ord . Between the date of this Agreement and the Closing Date each party will give to the other and its representatives, and the Partnership will cause Century to give to TCI and its representatives, full access during normal business fours to all the premises and books and records of its Cable Business and to all its Assets and systems'personnel and will furnish to the other and its representatives all such documents, financial information and other information regarding its Cable Business and its Assets as the other from_time to time reasonably may request;provided that no investigation by TCI or the Partnership will affect or limit the scope of any of the representations, warranties, covenants and indemnities of the other party in this Agreement or in any Transaction Document or limit such party's liability for breach of any of the foregoing. 7.2 tv and MaiW-tgnancei r rta' live Nr tic Except as the other party may otherwise consent in writing, between the date of this Agreement and the Closing,TCI with respect to,TCi's Cable Business,the TCI Systems and the TCI Assets and Century with respect to Century's Cable Business, the Century Systems and the Century Assets; (a) will conduct its Cable Business.and operate its Systems only in the usual, regular and ordinary course and consistent with past practices,including continuing to make ordinary marketing, advertising and promotional expenditures and continuing its current policies and procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent or terminated, and, to the extent consistent with such conduct and operation, will use its commercially reasonable efforts to (i) preserve its current business intact in all material respects, including preserving existing relationships with franchising authorities, suppliers, customers and others having business dealings with its Systems, and (ii) keep available the services of its employees and agents providing services in connection with the Cable Business; (b) will maintain its Assets in good repair,order and condition,ordinary wear and tear excepted; will maintain equipment and inventory for its Systems at not less than normal historical levels consistent with past practices; will maintain in full force and effect policies of insurance with respect to its Cable Business consistent with its past practices, and will maintain its books,records and accounts with respect to its Assets and the operation of its Systems in the usual, regular and ordinary manner on a basis consistent with past practices; (c) except with respect to Excluded Assets,will not(i)modify,terminate,renew, suspend,abrogate or enter into any System Contract or other instrument that would be included in its.Assets,other than in the ordinary course of business; provided that the other party's consent, not 41 to be unreasonably withheld or delayed, will be required to modify, terminate, renew, suspend, abrogate or enter into any System Franchise (except as required or expressly permitted by another provision of this Agreement), any agreement regarding Non-TV Products and Services or any other agreement that contemplates payments to or by the transferring party in any 12-month period exceeding $250,000 individually; (ii) take or omit to take any action that would result in the condition set forth in Section 8.1(a) with respect to TCI or Section 8.2(a) with respect to the Partnership not being satisfied at any time prior to the Closing; (iii) engage in any marketing, subscriber installation, disconnection or collection practices other than in the ordinary course of business consistent with its past practices; (iv)make any Cost of Service Election; (v)enter into any agreement with or commitment to any competitive access providers with respect to the System; (vi) sell, transfer or assign any portion of its Assets other than sales in the ordinary course of business and assets sold or disposed of and replaced by other assets of comparable utility and value or permit the creation of a Lien,other than a Permitted Lien,on any Asset; (vii)engage in any hiring or employee compensation practices that are inconsistent with past practices except for changes in such practices implemented by such party and its Affiliates (or, in the case of the Partnership, by Century and its Affiliates)on a company-wide basis; or(viii)take any actions that would cause the transactions contemplated hereby to fail to qualify as a like-kind exchange under Section 1031 of the Code; (d) will promptly deliver to the other true and complete copies of all quarterly financial statements and all monthly and quarterly operating reports with respect to the operation of the Cable Business prepared in the ordinary course of business by or for such parry at any time from the date of this Agreement until the Closing; (e) will give or cause to be given to the other and its counsel, accountants and other representatives,as soon as reasonably possible but in any event seven(7)Business Days prior to the date of submission to the appropriate Governmental Authority,copies of all FCC Forms 1200, 1205, 1214, 1215, 1220, 1225, 1235 and 1240 or any other FCC forms required to be filed with any Governmental Authority under the 1992 Cable Act with respect to rates and prepared with respect to any of its Systems, such forms to be reasonably satisfactory in form and substance to the other; (f) will duly and timely file a valid notice of renewal under Section 626 of the Cable Act with the appropriate Governmental Authority with respect to any System Franchise that will expire within 36 months after any date between the date of this Agreement and the Closing Date; (g) will promptly notify the other of any fact, circumstance, event or action by it or otherwise (i) which if known at the date of this Agreement would have been required to be disclosed by it in or pursuant to this Agreement or(ii)the existence,occurrence or taking of which would result in the condition set forth in Section 8.1(a)with respect to TCI or Section 8.2(a) with respect to the Partnership not being satisfied at any time prior to the Closing, and, with respect to clause(ii),will use its commercially reasonable efforts to remedy the same, subject to Section 12.16; and -42 - ........................................_.......... .................. .................................................................................-_ ....... ......... ......... ......... . ........ .................. . ......... ......... ......... ......... ......... .. ................... ........ ........ ........ . ......... (h) will consult the other prior to decreasing or increasing the rate urged for any level of Basic Services, Expanded Basic Services or pay TV and prior to adding, deleting, retiering or repackaging any programming services, provided that'he other's consent is not required for any such action. 7.3 (a) Each party may,but shall have no obligation to employ or offer employment to any employee of the other party's Cable Business. Not more than 60 days after the date of this Agreement, each party shall provide to the other a list of all active employees of their respective Systems as of a recent date, showing then-current positions and indicating which of such employees such party desires to retain as its employees (the "Detained Employees"). Within 30 days after receipt of this list,the party receiving such list will provide to the other in writing a list of employees that such party or its Affiliates may desire,to employ following the Closing (subject to the satisfaction of such party's conditions for employment), which list shall not include any Detained Employees. At the Closing, each,party shall terminate as of the Closing Time the employment of all its employees who were employed incidental to the conduct of such pasty's Cable Business other than Detained Employees and any other employees not hired by the other party that such party determines to retain. (b) Each party will pay to all employees of its Cable Business all compensation, including salaries, commissions, bonuses, deferred compensation, severance, insurance, accrued vacation in excess of the amount the other party assumes pursuant to Section 7.3(g), sick pay and other compensation or benefits to which they are entitled for periods through and including the Closing Time, including, without limitation, all amounts, if any, payable on account of the termination of their employment as of the Closing Time by such party at Closing. Each party agrees to cooperate in all reasonable respects with the other party to allow such party to evaluate and interview employees of the Cable Business in order to,,sake hiring decisions. Such cooperation shall include but not be limited to allowing.the other party to contact employees during normal business hours and making personnel records available. (c) Each party will be responsible for the maintenance and distribution of benefits accrued under any employee benefit plan(as defined in ERISA) maintained by such party pursuant to the provisions of any Legal Requirement and of such plans. Neither party will assume any obligation or liability for any such accrued benefits or any fiduciary or administrative responsibility to account for or dispose of any such accrued benefits under any employee benefit plans maintained by the other party. (d) All claims and obligations under, pursuant to or in connection with any welfare, medical, insurance, disability or other employee benefit plans of either party or arising under any Legal Requirement affecting employers of such party incurred through and including the Closing Time or resulting from or arising from events or occurrences occurring or commencing through and including the Closing Time will remain the responsibility of such party, whether or not -43 - such employees are fired by the other party after the Closing Time. Neither party will have and assume any obligation or liability under or in connection with any such plan maintained by the other party- (e) Each party will remain solely responsible for, and will indemnify and hold harmless the other from and against all Losses arising from or with respect to, all salaries and all severance,accrued vacation in excess of the amount included in the adjustments calculated pursuant to Section 3.2(c),medical, sick,holiday,continuation coverage and other compensation or benefits to which its employees may be entitled, whether or not such employees may be hired by the other party,as a result of their employment by it through and including the Closing Time,the termination of their employment as of the Closing Time by such party at Closing,the obligation,if any,to notify and/or bargain with any labor organization, the consummation of the transactions contemplated hereby or pursuant to any applicable Legal requirement(including without limitation WARN) or otherwise relating to their employment through and including the Closing Time. (f) Each party will retain full responsibility and liability for offering and providing "continuation coverage" of any "qualified beneficiary" who is covered by a"group health plan" sponsored or contributed to by such party and who has experienced a"qualifying event" or is receiving "continuation coverage" through and including the Closing Time. " "Continuation coverage," "qualified beneficiary," "group health plan," and "qualifying event" shall have the meanings given such terms under Code Section 49808. (g) Notwithstanding anything to the contrary herein,each party(a"Hiring Party") shall(i)credit each employee of the other party who becomes an employee of such Hiring Party as of the Closing Time (a "Hired Employee") with the amount of accrued vacation for which such Hiring Party received credit pursuant to Section 3,such amount not to exceed the amount of accrued vacation permitted to be accrued by employees of the Hiring Party in accordance with the Hiring Party's standard practices; (ii) permit each Hired Employee to participate in the Hiring Party's employee benefit plans to the same extent as similarly situated employees of the Hiring Party and their dependents,(iii)give each Hired Employee credit for his or her past service with the other party at the Closing Time (including past service with any prior owner or operator of such party) for purposes of eligibility and vesting under the Hiring Party's employee benefit and other plans to the same extent as other similarly situated employees of the Hiring Party;and(iv)not subject any Hired Employee to any waiting periods or limitations on benefits for pre-existing conditions under the Hiring Party's employee benefit plans, including any group health and disability plans,except to the extent such employees were subject to such limitations under the other party's employee benefit plans. (h) If the Hiring Party discharges without cause within 90 days after the Closing any Hired Employee and such Hired Employee would have been entitled to severance payments pursuant to the other party's severance benefits plan (or, if TO is the Hiring Party, Century's severance benefits plan) if such Hired Employee had been discharged without cause at Closing by the other party or its predecessor as of the Closing Time, then the Hiring Party shall pay severance -44 - ......... ......... ......... .............................:........ .................................................................... ................................... ........ ......... ......... ......... ......... . ......... .... ....... . ..... ......... ............. _ _...._.. .. ............................... . ..... 11 benefits to such Hired Employee in accordance with the ether party's severance benefit plan (or, if "TCI is the:Miring Party, Century's severance benefits plan) to the extent such plan would have paid severance to such Fired Employee. (i) Nothing in this Section 7.3 or elsewhere in this Agreement shall be deemed to make any exrployee of the parties a third party beneficiary of this Agreement. 7.4 Lewd Ve iclesr DL11gr tea. tal ago. Each party will pay the remaining balances on any teases for vehicles included in its Tangible Personal Property and will deliver valid and good title to such vehicles free and clear of all Liens (other than Permitted Liens) to the other party at the Closing. 7.5tuired Consents, l=stooel_Certificate Franchi e.Renewal. (a) Each party will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all of its Required Consents in fora and substance reasonably satisfactory to the other party, and will deliver to the other party copies of such Required Consents promptly after they are obtained by such party; provided however that each party will afford the other party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the party whose consent is sought. Each party will cooperate with the other party in its efforts to obtain its Required Consents; provided that (i) in the case of System Franchises, neither party will be required to accept or agree or accede to any modifications or amendments to, or the imposition of any condition to the transfer of,any of the System Franchises that in either case, would make, or are reasonably likely to make, the underlying System Franchise materially more onerous in any respect or that wouid materially reduce, or are reasonably likely to materially reduce, the benefits available under the System Franchise in respect of which the consent relates and(ii) in the case of System Licenses, System Contracts or leases or docurnents evidencing Leased Property or Other Real Property Interests, neither party will be required to accept or agree or accede to any i modifications or amendments to, or the imposition of any condition to the transfer of, any of thews that in either case, would be material to the transactions contemplated by this Agreement. Notwithstanding the foregoing, as soon as practicable after the date of this Agreement, but in any event no later than 45 days after the date of this Agreement, the parties will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority,a request for such Governmental Authority's consent to transfer each System Franchise as to which such consent is required. The Partnership acknowledges that the applications for consent to transfer the System Franchises may contain, if necessary under the terms of any System Franchise and if requested by TCI, an application for such consent to transfer from the applicable Governmental Authority with respect to the merger of AT&T Corp. and Tele- Communications, Inc. (the "TCI/AT&T Transaction"). In the alternative, the Partnership acknowledges that TCI may file a request for consent and FCC Form 394 for the TCl/AT&T Transaction with applicable Governmental Authorities with respect to the transactions contemplated by this Agreement but prior to Closing. -45 - (b) Each party will use its commercially reasonable efforts to obtain a certificate executed by the lessor of each parcel of Leased Property substantially in the form of Exhibit 7.5(b), the substance of which may be included as part of the consent obtained pursuant to Section 7.5(a) (an "Estoppel Certificate"). (c) Each party will use commercially reasonable efforts to obtain and cooperate with the other party to obtain renewals or extensions of any System Franchise for which a valid notice of renewal pursuant to the formal renewal procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Authority for a period expiring no earlier than three years after the Closing Date without the imposition of any conditions or other modifications that would make, or are reasonably likely to make, the underlying instrument materially more onerous or that would materially reduce, or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the renewal or extension relates. (d) Notwithstanding Section 7.5(a),no party will have any further obligation to obtain Rewired Consents: (i)with respect to license agreements relating to pole attachments where the licensing party will not, after the assigning party's exercise of commercially reasonable efforts, consent to an assignment of such license agreement but requires that the proposed assignee enter into a new agreement with such licensing authority, in which case the proposed assignee shall use its commercially reasonable efforts to enter into such agreement prior to the Closing or as soon as practicable thereafter and the party to the license agreement will cooperate with and assist the other party in obtaining such agreements; provided however that the proposed assignee's commercially reasonable efforts shall not require it to take any action of the type that such party is not required to take pursuant to this Section 7.5; and(ii)for any business radio license which such party reasonably expects can be obtained within 120 days after the Closing and so long as a temporary authorization is available to the other party under FCC rules with respect thereto. 7.6 Title Commitments and Surveys. The Partnership and TCI each will provide to the other, within 60 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 CLIA owner's form ("Title Commitments") by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally recognized title insurance company (the "Title Company") and containing policy limits and other terms reasonably acceptable to the other, and, legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the other party to each parcel of the Owned Property and access to such Owned Real Property included in its Assets, subject only to Permitted Liens, and(b) surveys of each parcel of Owned Property, in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted(the "Surveys"),certified to the other party and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be split equally between the Partnership and TCI;provided however that(x)each party shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the - 46 - ................................. ......... ......._ ........................ __ ......... ......... ......... ......... ........................... ..... ......... ......... ......... .. ....... ......... .. . ........................................... .. ...................................... 11 requesting party will pay the premiums and charges for any additional endorsements such party requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title Defects. If Century or TCI notifies the other within 30 days following its receipt of both the Title Commitments and the surveys of any Dien(other than a Permitted Lien or a Lien set forth in Schedules 5,4 or 6.4, as applicable) or other matter affecting title to Owned Property of the other which prevents access to or which could prevent or impede in any way the use or operation of any parcel of{waned Property for the purposes for which it is currently used or operated by the other(each a"Title Defect"),the other will exercise commercially reasonable efforts to (i)remove such Title Defect, or(ii) with the consent of the objecting party, cause the Title Company to cornmit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to inure over such Title Defect prior to Closing and if the objectingparty elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the objecting party and. the other party shall enter into a written agreement at Closing containing the other party's commitment to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the objecting party, in its reasonable discretion. 7.7 H RNotification.. As soon as practicable but in any event no later thari 60 days after the date of this Agreement, Century and TCI will each complete and file, or cause to be completed and filed, any notification and report required to be filed under the HSR Act and each such filing shall request early termination of the waiting period imposed by the HSR tact. The parties shall use their commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission(the "FTC")and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. The parties shall'use their respective commercially reasonable efforts to overcome any objections which may be raised by the FTC,the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Notwithstanding the foregoing, no party shall be required to make any significant change in the operations or activities of the business(or any material assets employed therein)of such party or any of its Affiliates, if party determines in good faith that such change would be materially adverse to the operations or activities of the business (or any material assets employed therein)of such party or any of its Affiliates having significant assets, net worth or revenue. Each of the parties will coordinate with the other with respect to its filings and will cooperate to prevent inconsistencies between their respective filings and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSS.Act. 7.8 Transfer Taxes. All sales, use or excise Taxes arising from or payable by reason of the transfer of any of the TCI Assets and the Century Assets will be shared equally by TCI and the Partnership. All transfer and similar Taxes or assessments, including transfer and recording fees and similar assessments for or under System Franchises; System Licenses and System Contracts, - 47 - arising from or payable by reason of the conveyance of the TCI Assets and the Century Assets will be paid by TCI with respect to the TO Assets and by the Partnership with respect to the Century Assets. 7.9 Programminiz. .Each of the Partnership and TO will execute and deliver such documents as may be reasonably requested by the other party in order for the Partnership or TO to comply with the requirements of its programming Contracts and channel line-up requirements with respect to acquisitions and divestitures of cable television systems. Neither party will be required to make any payments to the other`s programmers in the fulfillment of its obligations under this Section 7.9. 7.10 Schedulo and Exhibits. (a) Schedule and exhibit `references contained in this Agreement are for convenience only and matters disclosed pursuant to one section,subsection or other provision of this Agreement are deemed disclosed for all purposes of this Agreement. (b) Not less than ten Business Days prior to Closing, each party will deliver to the other revised copies of each of the Schedules prepared by it and delivered to the other party on the date of this Agreement,except for Schedules 5.14 and 6.14 or Schedules 5.13(x) and 6,13(x), in each case updated and marked to show any changes occurring between the date of this Agreement and the date of delivery, provided however that for purposes of such party's representations and warranties and covenants in this Agreement, all references to the Schedules will mean the version of the Schedules attached to this Agreement on the date of signing, and provided further that if the effect of any such updates to Schedules is to disclose any one or more additional properties, privileges,rights, interests or claims acquired or arising after the date of this Agreement as Assets, the party to whom such Assets would otherwise be transferred at the Closing will have the right(to be exercised by written notice to the other party at or before Closing) to cause any one or more of such items to be designated as and deemed to constitute Excluded Assets for all purposes under this Agreement unless such items are Contracts that were not required to be scheduled or that were entered into after the date of this Agreement in accordance with the terms of this Agreement. Without changing the result set forth in the preceding sentence that a party's updated Schedules do not serve to update such party's representations and warranties, the updated Schedules delivered pursuant to this Section shall be accompanied by an officers certificate of the party delivering such Schedules, certifying that the information set forth in such Schedules is true and accurate in all material respects as of the date of delivery thereof and that all information required to be given in the Schedules "as of the date of this Agreement" has been updated to the date of delivery of the updated Schedules or other date permitted to be specified in such Schedules. 7.11 Use ofNames-and Lo-go. For a period of 90 days after the Closing,the Partnership and TO will be entitled to use the trademarks,trade names, service marks, service names, logos and similar proprietary rights of TCI and Century, respectively,to the extent incorporated in or on the Assets transferred to it at the Closing,provided that each will exercise reasonable efforts to remove -48 - ...................... ..... ......... ......... ........ ...................... ......... ......... ......... _ .............. . ......... ......... ......... ......... ......... ... ............... ................... ... ._...... . .......................... ......... all such names, marks, logos and similar proprietary rights of the other from the Assets by such earlier date as reasonably practicable following the dosing. Notwithstanding the foregoing,the tray sferee party will not be required to remove or discontinue using any such name or mark that is affixed to converters or other items in or to be used in customer homes or properties, or as are used in similar fashion making such removal or discontinuation impracticable for the transferee party. 7.12 Iramitiona Bi l ag Services. The Partnership and TO will each provide to the other,upon request, access to and the right to use its billing system computers, software and related fixed assets in connection with the Systems acquired by the other party for a period of up to 90 days following the dosing to allow for conversion of existing billing arrangements("Transitional Billing Services"). Each party will notif-j the other at least 10 days prior to the Closing as to whether it desires Transitional Billing Services from the other party. All Transitional Billing Services that are requested by a party will be provided on terms and conditions reasonably satisfactory to each party; provided however that the amount to be paid by the party receiving Transitional Billing Services will not exceed the cost to the other party of providing such Transitional Billing Services. Each party will notify the other party at least 45 days prior to the dosing of the cost to such party of providing such Transitional Billing Services. 7.13 Confidentiality and publicity. (a) Each party will use commercially reasonable efforts to assure that any nonpublic information that suchp arty may obtain from the other in connection with this Agreement witlta respect to the others Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the transferee party at dosing)will be kept confidential and such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other Verson (other than its directors,officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use,and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other;provided that(i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information,such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity,to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation of either party to hold information in confidence pursuant to this Section will be satisfied if such panty exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. In the event of termination of this Agreement,each party will use all reasonable efforts to cause to be delivered to the other,and retain no copies of,any documents,work papers and -49 - other materials obtained by such party or on its 'behalf from the other, whether so obtained before or after the execution hereof. (b) Neither party will issue any press release or make any other public announcement or any oral or written statement to its or the other party's employees concerning this Agreement and the transactions contemplated hereby, except as required by applicable Legal Requirements, without the prior written consent and approval of the other, which consent and approval may not be unreasonably withheld. 7.14 Bulk,Transfers. The Partnership and TCI each waives compliance by the other with Legal Requirements relating to bulk transfers applicable to the transactions contemplated hereby. 7.15 All c tion of Value to Exchanme-d Assets. No later than 60 days after the Closing, each of TCI and the Partnership will deliver to the other a written estimate of the value to be allocated by it to each of the exchange groups pursuant to Internal Revenue Service regulations relating to like-kind exchanges of assets.under Section 1031 of the Code. The parties will use reasonable good faith efforts to agree within 90 days after the Closing on the final values to be allocated to each such exchange group. If TCI and the Parmership do not agree on such allocation within ninety days after the Closing,then such allocation shall be determined by an appraisal to be conducted by an independent appraisal firm agreed to by the Partnership and TCI and retained by the Partnership and TCI, with experience in the valuation and appraisal of similar assets. TCI and the Partnership, for purposes of Sections 1031 and 1060 of the Code and the regulations thereunder, will report the transactions contemplated by this Agreement in accordance with such allocation, either as agreed to by them or as determined by such appraiser. Liabilities assumed or taken subject to by each party are being exchanged each for the other to the maximum extent permitted under Section 1031 of the Code and regulations thereunder. Each party promptly will give the other notice of any disallowance or challenge of asset values by the Internal Revenue Service or any state or local tax authority. 7.16 Lien_Searches. Prior to Closing, each party will obtain at its expense and deliver to the other party,the results of a lien search conducted by a professional search company of records in the offices of the secretaries of state in each state and county clerks in each county where there exists any of its Owned Property or Tangible Personal Property, and in the state and county where such party's principal offices are located, including copies of all financing statements or similar notices or filings(and any continuation statements)discovered by such search company, which lien search will be current as of a date that is no more than 30 days prior to Closing. 7.17 Further Assurances. At and after the Closing,each of the Partnership and TCI at the request of the other,will promptly execute and deliver,or cause to be executed and delivered,to the other all such documents and instruments,in addition to those otherwise required by this Agreement, in form and substance reasonably satisfactory to the other as the other may reasonably request in order to carry out or evidence the terms of this Agreement or to collect on behalf of the transferee party any accounts receivable or other claims included in the Century Assets or the TCI Assets. - 50- ...................................... ..._ ........ ......... ......... ......... .. ...................... .......... ......... .................. __ ......... ......... ......... .............................................. ... __ _ __ Without limiting the generality of the foregoing, the Partnership and TCI will tale, or cause to be taken, all actions consistent with the terms of this Agreement, including execution and delivery of any documents or instruments, as the other may reasonably request to effect the qualification of the transactions contemplated hereb` as a like-kind exchange under Section 1031 of the Code. 7.18 Come= If and to the extent the Partnership or TO shall have waived satisfaction of the condition to Closing set forth in Section S.l(e) or Section 8.2(e), respectively, subsequent to the Closing, each of TO with respect to the TO Systems and the TO Assets and the Partnership with respect to the Century Systems and the Century Assets will continue to use commercially reasonable efforts to obtain in writing as promptly as possible any Required Consent which was not obtained on or before the Closing and will deliver copies of the same,reasonably satisfactory in form and substance,to the other. The obligations set forth in this Section will survive the Closing and will not be merged in the consummation of the transactions contemplated hereby. 7.19 Cooperation as to Rates and Pees. (a) Each party shall diligently pursue or cause to be diligently pursued any current rate proceedings and shall make available to the other party upon request copses of any documents, correspondence or notices sent by or received by such party or its Affiliates in connection with the current rate proceedings or any rate regulatory matter with respect to its Systems instituted after the date of this Agreement. (b) Prior to Closing, without the prior consent of the other party, neither party shall settle or pen-nit to be settled any rate proceeding with respect to its Systems if'such settlement would (i) impose upon the other party any liability, or(ii) adversely affect the rates to be charged by the other party during the post-Closing time period unless such party compensates the other party therefor in the manner agreed by the parties, or if the parties do not agree, as determined by an independent auditor in accordance with the procedures established in Sections 3.3(b). (c) Amer the Closing,each party will be responsible for and follow to conclusion any rate order of any Governmental Authority or proceeding with respect to rates charged by it or its Affiliates in Systems owned by it immediately prior to the Closing and will cooperate with and assist the other by providing, upon reasonable request, all information in that party's or its Affiliate's possession(and not previously made available to the requesting party)relating directly to the rates charged for cable services that the requesting party may reasonably require to justify such rates in response to any inquiry, order or requirements of any Governmental Authority. (d) If either TO or Century is required following Closing pursuant to any Legal Requirement, settlement or otherwise to reimburse to any subscribers of the Systems owned by it prior to Closing, any subscriber payments previously shade by them, including fees for cable television service, late fees and similar payments,then TCI,with respect to any Century System, or the Partnership,with respect to any TO System(in either case,the "Transferee Party"), agrees that it will make such reimbursement through its billing system on terms specified by Century, with - 51 - respect to any Century System., or TCI, with respect to any TO System (in either case, the "Transferor Party"), and the Transferor Party will pay the Transferee Party for all such payments made by the Transferee Party following Closing and all reasonable expenses incurred by the transferee party in connection therewith. Without limiting the foregoing,the Transferee Party will provide the Transferor Party with all information in the Transferee Party's possession that is reasonably required by the Transferor Party in connection with such reimbursement. (e) If either TO or Century is permitted following Closing pursuant to any Legal Requirement,settlement or otherwise to pass through to subscribers of the Systems owned by it prior to Closing,the amount of any "fiamchise fees on franchise fees" or other amounts that it is required to pay with respect to the period prior to Closing, the Transferee Party agrees that it will collect such amounts as specified by the Transferor Party from subscribers of the Systems of the Transferor Party and will promptly remit such amounts to the Transferor Party. 7.20 Sail faction of Conditions. Each party will use its commercially reasonable efforts to satisfy, or to cause to be satisfied, the conditions to the obligations of the other party to consummate the transactions contemplated by this Agreement, as set forth in Section 8, with "commercially reasonable efforts" being determined with respect to any particular matter as set forth elsewhere in this Agreement. 7.21 Offers. Neither party will offer its Assets or Cable Business for sale,entertain offers for such Assets or Cable Business or otherwise negotiate for the sale of such Assets or Cable Business or make information about such Assets or Cable Business available to any third party in connection with the possible sale of such Assets or Cable Business prior to the Closing Date or the date this Agreement is terminated in accordance with its terms. 7.22 Environmental___ marts. TO may obtain at its expense, such environmental assessments and reports with respect to the Century real property as it may determine and the Partnership may obtain at its expense, such environmental assessments and reports with respect to the TO real property as it may determine. Upon request,each of TCI and the Partnership shall give the other and all environmental engineers and consultants acting on the other's behalf such access during normal business hours to the sites and facilities relating to the other's Systems as is reasonably required to permit such engineers and consultants to conduct the physical on-site inspections and prepare the environmental surveys and assessments with respect to such sites and facilities as the requesting party shall reasonably request. If (a) TCI`s or the Partnership's environmental investigation reveals a matter that would be a material breach of the other's representations given with respect to environmental matters, without taking into account the Knowledge limitations in such representations, or (b) if following TCI's or the Partnership's investigation of any environmental matter or condition disclosed by the other party(the "transferor") on its schedules to this Agreement or in the environmental reports provided by the transferor to the party that commissioned the investigation(the"transferee"),the transferee reasonably believes that any such environmental matter or condition could give rise to liability on the part of the transferee -52 - ................. ..............................................___ _........................ ......... ......... ......... ...._... ..11............... . .... ......... ......... ......... ......... ......... .......... ....... ..................._......_ ........._. ..... .... .. following dosing, then in either case the transferor shall remediate the problem in a manner reasonably satisfactory to the transferee prior to Closing. 7.23 Year 20 Q Ma rs. (a) e-tWn D7 ed Jg nes. For purposes of this Section 7.23,the following terms shall have the following meanings: (i) "Computer and Cather Systems" means any level of hardware or software, equipment and cable plant, or building and other facilities used in connection with the business of the Systems by TCI or Century and which will be used in connection with the business of the TCI Systems by the Partnership or in connection with the business of the Century Systems by TCI, which are date dependent or which process date data, including any microcode, firmware, application programs,user interfaces, files and databases,and which might be adversely affected by the advent or changeover to the Year 2000 or to the advent or changeover to any leap year. (ii) "Year 2000 Ready" or "Year 2000 Readiness" means that the referenced component, system, software, equipment or other item is designed to be used prior to; during and after the calendar year 2000 A.D.,and that such component,system,software,equipment or other item will operate at all levels, including.microcode, firmware, application programs, user interfaces, files and databases, during each such time period without error or interruption relating to, or the product of, date data which represents or references different centuries or more than one century or leap year. (iii) "Year 2000 Remediation Program" means an enterprise-wide program to make Year 2000 Ready all material components, systems, software,equipment,facilities and other items related to the subject entity's business. Such Year 2000 Remediation Program must be conducted by persons with experience in issues related to Year 2000 Readiness and such persons must have organized an enterprise-wide program management office which reports to executive level management and the board of directors or other governing body of such entity. (b) -Y=,2QQQ Readiness Coven= Prior to the Closing Date,each of TCI and Century shall establish and maintain a Year 2000 Remediation Program. Pursuant to such Year 2000 Remediation Program.,all material Computer and Ocher Systems included in such party's Assets will be evaluated,retnediated and tested on an expedited basis. If the Closing Date occurs on or before June 1, 1999, each party shall deliver to the other on the Closing Date a certificate, signed by an authorized officer who is responsible for the Year 2000 Remediation Program of such party stating that the Computer and Other Systems have been fully and accurately inventoried and stating that the material Computer and Other Systems have been appropriately and professionally assessed and tested so that, upon completion of the implementation plan specified by such party and approved by the other party,the material Computer and Other Systems are reasonably expected to be Year 2000 Ready. If the Closing Date occurs after 53 June 1, 1999, each party shall deliver to the other on the Closing Date a certificate signed by an authorized officer who is responsible for the Year 2000 Remediation Program of such party, stating that the material Computer and Other Systems are Year 2000 Ready. (c) Coopmration and Information Shang. Each of TCI and Century will use commercially reasonable efforts to cooperate with each other at any time prior to June 30, 2000 regarding the other's Year 2000 Remediation Program as such program relates to the Computer and Other Systems to be received by the other party. Such cooperation shall consist of providing the other party with any non-confidential information possessed by such party and reasonably requested by the other party regarding the Year 2000 Readiness of any material component of such party's Computer and Other Systems. SECTION 8. CONDITIONS PRECEDENT 8.1 Conditions-to the Part enh p s Obligations. The obligations of the Partnership to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or before the Closing of the following conditions, any of which may be waived by the Partnership. (a) A_cc-ur y of epresenwjons and Warranties. The representations and warranties of TCI in this Agreement and in any Transaction.Document, if specifically qualified by materiality, are true in all respects and, if not so qualified, are true in all material respects, in each case at and as of the Closing with the same effect as if made at and as of the Closing. (b) Performance--of Agreements. TCI has performed in all material respects all obligations and agreements and complied in all material respects with all covenants in this Agreement and in any Transaction Document to be performed and complied with by it at or before the Closing. (c) Deliveries. TCI has delivered the items and documents required to be delivered by it pursuant to this Agreement, including those required under Section 9.2. (d) Legal Proce d'ns. No action,suit or proceeding is pending or threatened by or before any Governmental Authority and no Legal Requirement has been enacted, promulgated or issued or become or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority,which would(i)prohibit the Partnership's ownership or operation of all or a material portion of any TCI System,TC1's Cable Business or the TCI Assets, (ii)compel the Partnership to dispose of or hold separately all or a material portion of any TCI System,TC1's Cable Business or the TCI Assets as a result of any of the transactions contemplated by this Agreement, (iii) if determined adversely to the Partnership's interest, materially impair the ability of the Partnership to realize the benefits of the transactions contemplated by this Agreement or have a material adverse effect on the right of the Partnership to exercise full rights of ownership of the TC1 Systems or(iv)prevent or make illegal the consununation of any transactions contemplated by this Agreement. - 54 - ...................................... ......... ......... ......... ......... ......... ......... ............................... ......... ......... ......... ........1 ........1 .11 ......1 ......1...1 .1....... ... .... ... .............. ................................. . ._._ 1111_ (e) Consgnts. The Partnership has received evidence, in form and substance reasonably satisfactory to it, that the following TCI Required Consents have been obtained, such consents to be on the terms specified in Section 7.5. TCI Required Consents for the TCI System Franchises, the TCI System Licenses, and any TCI Leased Property or TCI Cather Real Property Interest on which a headend, tower or other reception site is located. In addition, the Century Required Consents for the Century System Franchises and Century System Licenses shall have been obtained. If a TCI Required Consent for a headend, tower or other reception site has not been obtained as of the Closing and the Partnership is not willing to waive such condition,TCI shall have the option of replacing the affected site with a comparable site that is reasonably acceptable to the Partnership. (f) No '_ fat rial adverse Cha`g . There has not been any material adverse change in the TCI.assets or the financial condition or operations of TCI°s Cable Business or the TCI Systems since the date of this Agreement. In making the determination required by the preceding sentence, the last sentence of Section 6.10 shall be applicable. (g) HSE.Act. All filings required under the FISR.Act have been made and the applicable waiting period has expired or been earlier terminated. (h) 1<ranc use Rene s. Any TCI System Franchise required to be renewed or extended pursuant to the provisions of Section 7.5(c) shall have been renewed or extended for not less than the applicable period without the imposition of any conditions or other modifications that make,or are reasonably likely to make,the underlying instrument materially more onerous or that would materially reduce,or are reasonably likely to materially reduce, the benefits available under the instrument in respect of which the renewal or extension relates. (i) Ci2atribution. The Contribution shall have been consummated. 8.2 Conditions-1Q M's Obli ati ns. The obligations of TCI to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or before the Closing of the following conditions, any of which may be waived by TCI. (a) &curacy o.LJLe=sentaJions and_4Varr=ies. The representations and warranties of the Partnership in this Agreement and in any Transaction Document, if specifically qualified by materiality, are true in all respects and, if not so qualified, are true in all material respects, in each case at and as of the Closing with the same effect as if made at and as of the Closing. (b) Perfor=e of A=ernents. Century has performed in all.material respects all obligations and agreements and complied in all material respects with all covenants in this Agreement and in any Transaction Document to be performed and complied with by it at or before the Closing. - 55 - (c) a 'veries. The Partnership has delivered the items and documents required to be delivered by it pursuant to this Agreement, including those required under Section 9.3. (d) LegW Proceedings. No action, suit or proceeding is pending or threatened by or before any Governmental Authority and no Legal Requirement has been enacted,promulgated or issued or become or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority, which would(i)prohibit ICI's ownership or operation of all or a material portion of any Century System,Century's Cable Business or the Century Assets,(ii)compel TCI to dispose of or hold separately all or a material portion of any Century System,Century's Cable Business or Century Assets as a result of any of the transactions contemplated by this Agreement, (iii) if determined adversely to TCI's interest, materially impair the ability of TCI to realize the benefits of the transactions contemplated by this Agreement or have a material adverse effect on the right of TCI to exercise full rights of ownership of the Century Systems or (iv) prevent or make illegal the consummation of any transactions ebntemplated by this Agreement. (e) Consents. TCI has received evidence, in form and substance reasonably satisfactory to it,that the following Century Required Consents have been obtained, such consents to be on the terms specified in Section 7.5: Century Required Consents for the Century System Franchises,the Century System Licenses,and any Century Leased Property or Century Other Real Property Interest on which a headend,tower or other reception site is located. In addition, the TCI Required Consents for the TCI System Franchises and TCI System Licenses shall have been obtained. If a Century Required Consent for a headend, tower or other reception site has not been obtained as of the Closing and TCI is not willing to waive such condition,the Partnership shall have the option of replacing the affected site with a comparable site that is reasonably acceptable to TCI. (f) No Material Adverse Change. There has not been any material adverse change in the Century Assets or the financial condition or operations of Century's Cable Business or the Century Systems since the date of this Agreement. In making the determination required by the preceding sentence,the last sentence of Section 5.10 shall be applicable, (g) HSR Act. All filings required under the HSR Act have been made and the applicable waiting period has expired or been earlier terminated. (h) Franchise Renewals. Any Century System Franchise required to be renewed or extended pursuant to the provisions of Section 7.5(c)shall have been renewed or extended for not less th=the applicable period without the imposition of any conditions or other modifications that make,or are reasonably likely to make,the underlying instrument materially more onerous or that would materially reduce, or are reasonably likely to materially reduce,the benefits available under the instrument in respect of which the renewal or extension relates. (i) Contribution. The Contribution shall have been consummated. 56 _.. _...... ......... ......... _.. ...... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... .......... ....... ............................................ .. ..... ..... ..................................... .. ... ............................................. SECTION 9s THE CLOSING 9.1 The Closing_Tii'ne md-Elagg. The closing of the transactions contemplated by this Agreement(the "Closing")will take place at a date(the"Closing Sate"), location and time mutually determined by TCI and the Partnership, which Closing Date shall be within ten days after the Fate on which all conditions set forth in Sections 8.1 and 8.2 (other than those based on acts to be performed at the Closing)have either been satisfied or waived in writing by the party entitled to the benefit of such condition. 9.2 TCI's Delivery Qbligaa tam. At the Closing,TCI will deliver or cause to be delivered to the Partnership the following. (a) Clos�i . Amounts, if any, payable by TCI to the Partnership pursuant to Section 3. a (b) Bill Sale and Assig=ent arid.Assuan ttii'onAgreemeni. The executed Bill of Sale and Assignment and the executed Assumption Agreement in the forms of Exhibit 9a2(b)(1), and Exhibit 9.2(b)(2), respectively, and such other instruments of transfer, assignment or assumption, in form and substance mutually satisfactory to TCI and the Partnership, as the Partnership may reasonably require to further document the transfer and assignment of the TCI Assets to the Partnership and TCI's assumption of the TCI Assumed Obligations and Liabilities. (c) Derds. A California "grant deed" in a form reasonably acceptable to the Partnership (and complying with applicable state laws) with respect to each parcel of TCI Owned Property,duly executed and acknowledged and in recordable form,warranting only to defend title to such. TCI Owned Property in the peaceable possession of the Partnership against all Persons claiming by,through or under TCI, subject however, to any Permitted Liens and any Title refects insured over pursuant to Section 7.6, and in form sufficient to permit the applicable Title Company to issue the TCI Title Policies referred to in paragraph(d) below to the Partnership, together with any title affidavit reasonably required by the title insurer provided any such title affidavit shall not expand the aforesaid limited or special warranty of TCI. (d) Title Policies. A policy of title insurance by an eligible Title Company for each parcel of TCI Owned Property,updated to the Closing Date, containing such endorsements as are required or permitted by Section 7.6,deleting the survey exception and otherwise consistent with the form and substance prescribed by Section 7.6 and the Title Commitments contemplated thereby (the "TCI Title Policies"), or the irrevocable written commitment of the Title Company to deliver the TCI Title Policies,provided that with respect to each Title Defect affecting the TCI Owned Property, either(i)the TCI Title Policy relating to the affected parcel of TCI Owned Property shall not contain an exception for such Title Defect; or(i1) if the Partnership has consented as provided in Section 7.6, such TCI Title Policy shall contain an endorsement insuring over such Title Defect; or (iii) if, in lieu of a TCI Title Policy satisfying either of the two preceding requirements, the 57 Partnership has agreed to accept a written agreement of TCI as contemplated in the last sentence of Section 7.6, TCI shall have executed and delivered such an agreement. (e) t ppe at ertifices. Each TCI Estoppel Certificate obtained pursuant to Section 7.5(b). (f) Lien Releases. Evidence reasonably satisfactory to the Partnership that all Liens(other than Permitted Liens) affecting or encumbering the TCI Assets have been terminated, released or waived, as appropriate,or original, executed instruments in form reasonably satisfactory to the Partnership effecting such terminations,releases or waivers. (g) Vehicle Titles. Title certificates to all vehicles included among the TCI Assets, endorsed for transfer of valid and good title to the Partnership, free and clear of all Liens (other than Permitted Liens), and separate bilis'of sale therefor or other transfer documentation, if required by the laws of the States in which such vehicles are titled. (h) Evidence of Authorizatign Actions. Evidence reasonably satisfactory to the Partnership that TCI has taken all action necessary to authorize the execution of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby. (i) FIRPTA Certifcate. FLRPTA Non-Foreign Seller Certificate certifying that TCI is not a foreign person within the meaning of Section 1445 of the Code reasonably satisfactory in form and substance to the Partnership. 0) Officee3 Certificate. A certificate executed by an executive officer of TCI dated as of the Closing Date, reasonably satisfactory in form and substance to the Partnership certifying that the conditions specified in Sections 8.1(a)and 8.1(b)have been satisfied. (k) Documents and Records. All TCI Books and Records,including a list of all pending subscriber hook-ups, disconnect and repair orders, supply orders and any other lists reasonably necessary to the operation of the TCI Systems. Delivery of the foregoing will be deemed made to the extent such TCI Books and Records are then located at any of the offices included in the TCI Owned Property or TCI Leased Property. (1) Other. Such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby. 9.3 The P= rs in's I7eliv a�tions. At the Closing,the Partnership will deliver or cause to be delivered to TCI the following. (a) Closing. Payments. Amounts, if any, payable by the Partnership to TCI pursuant to Section 3. -58 - (b) Bill of Salc and Aasig=eat and Assumption =ement. The executed Bill of Sale and Assignment and the executed Assumption.Agreement in the forms of Exhibit 9.2(b)(1) and Exhibit 9.2(b)(2), respectively, and such other instruments of transfer, assignment or assumption, in form and substance mutually satisfactory to the Partnership and TCI, as TCI may reasonably require to further document the transfer and assignment of the Century Assets to TCI and the Partnership's assumption of the Century Assumed Obligations and Liabilities. (c) Ds-e-da. A California"grant deed"in a forth reasonably acceptable to TCI(and complying with applicable state laws)with respect to each parcel of Century Owned Property, duly executed and acknowledged and in recordable form,warranting only to defend title to such Century Owned Property in the peaceable possession of TCI against all Persons claiming by, through or under Century, subject however,to any Permitted Liens and any Title Defects insured over pursuant to Section 7.6 and in form sufficient to permit the applicable Title Company to issue the Century Title Policies referred to in paragraph(d) below to TCI together with any title affidavit reasonably required by the title insurer provided any such title affidavit shall not expand the aforesaid limited or special warranty of the Partnership. (d) Titl. Policies. A policy of title insurance by an eligible Title Company for each parcel of Century Owned Property,updated to the Closing Date,containing such endorsements as are required or permitted by Section 7.6, deleting the survey exception and otherwise consistent with the form and substance prescribed by Section 7.6 and the Title Commitments contemplated thereby (the "Century Title Policies"),or the irrevocable written commitment of the Title Company to deliver the Century Title Policies,provided that with respect to each Title Defect affecting the Century Owned Property,either(i)the Century Title Policy relating to the affected parcel of Century Owned Property shall not contain an exception for such Title Defect; or(ii) if TCI has consented as provided in Section 7.6, such Century Title Policy shall contain an endorsement insuring over such Title Defect; or (iii) if, in lieu of a Century Title Policy satisfying either of the two preceding requirements, TCI has agreed to accept a written agreement of the Partnership as contemplated in the last sentence of Section 7.6,the Partnership shall have executed and delivered such an agreement. (e) Estop el f c=. Each Century Estoppel Certificate obtained pursuant to Section 7.5(b). (f) Lien Releases. Evidence reasonably satisfactory to TCI that all Liens(other than Permitted Liens)affecting or encumbering the Century Assets have been terminated, released or waived,as appropriate,or original, executed instruments in form reasonably satisfactory to TCI effecting such terminations, releases or waivers. (g) Vehicle Titles. Title certificates to all vehicles included among the Century Assets, endorsed for transfer of valid and good title to TCI free and clear of all liens (other than Permitted Liens) and separate bills of sale therefor or other transfer documentation, if required by the laws of the States in which such vehicles are titled. - 59 - (h) Eviderigg of Authoriation Actions. Certified resolutions of the governing body of the Partnership or other evidence reasonably satisfactory to TCI that the Partnership has taken all partnership action necessary to authorize the execution of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby. (i) FIR2:EA Certificate. FIRPTA Non-Foreign Seller Certificate certifying that the Partnership is not a foreign person within the meaning of Section 1445 of the Code reasonably satisfactory in form and substance to TCI. 0) Documents and Records. All Century Books and Records, including a list of all pending subscriber hook-ups, disconnect and repair orders, supply orders and any other lists reasonably necessary to the operation of the Century Systems. Delivery of the foregoing will be deemed made to the extent such Century Books and Records are then located at any of the offices included in the Century Owned Property or Century Leased Property. (k) Evidence of Closing of Contribution_. Evidence,satisfactory to TC1, that the Contribution and all other transactions contemplated by the Contribution Agreement shall have been consummated and the Century Systems shall have been transferred to the Partnership. (1) Other. Such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby. SECTION 10. TEWMINATION AND DEFAULT 14.1 Termination Event,. This Agreement may be terminated prior to Closing and the transactions contemplated hereby may be abandoned: (a) at any time by the mutual agreement of the Partnership and TCI; (b) by either the Partnership or TCI at any time(if such party itself is not then in material breach of any of its covenants, agreements or other obligations contained in this Agreement),if the other is in material breach or default of any of its covenants, agreements or other obligations herein or if any of its representations herein if specifically qualified by materiality,is not true in all respects or, if qualified by materiality, is not true in all material respects when made or when otherwise required by this Agreement to be true, if the non-breaching party provides the breaching party with prompt written notice that provides a reasonably detailed explanation of the facts and circumstances surrounding such breach or default;provided that such party shall have no right to terminate if(i) the breaching Party cures such breach or default within 34 days after its receipt of such written notice, unless such breach or default cannot be cured within such 34-day period;or(ii)the breach or default is capable of being cured prior to the first anniversary of the date of this Agreement (the "Outside Closing Date")and the breaching party commences to cure such breach or default within such 34-day period and diligently continues to take all action reasonably - 60 - ................ .... ......... ......... ......... ......... ..............._ ....... ......... ......... ......... ......... ......... .................... . . ....... .. ... ................................................. . _ .......................... ...... .......... . ......................................... ............... necessary to cure such breach or default prior to the Outside Closing Date and such breach or default is cured prier to the Outside Closing Date; or (c) automatically if the Contribution Agreement has been terminated prior to any closffig thereunder in accordance with its terms; or (d) as otherwise provided in this Agreement; or (e) by any party, if the Closing has not occurred by the Outside dosing Date for any reason other than a material breach or a material default by the terminating party of its respective covenants,agreements or other obligation under this Agreement,if any of its representation herein, if specifically qualified by materiality, is not true in all respects or, if qualified by materiality,is not true in all material respects when made or when otherwise required by this Agreement to be true. 10,2 Effect of Temaatioaa. If this Agreement is terminated pursuant to Section 10.1, all obligations of the parties under this Agreement will terminate, except for the obligations set forth in Section 7.13 and. 12.15. Notwithstanding the preceding sentence,termination of this Agreement pursuant to Sections 10.1(b) or 10.1(c) or 10.1(d)_or 12.16 will not limit or impair any remedies that any of TCI or the Partnership may have with respect to a breach or default by the other of its covenants, agreements or obligations under this Agreement prior to Closing. SECTION 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 11.1 Survival ofE=res?,njgj2ns-=d_W�=ties. The representations and warranties of TCI and the Partnership in this Agreement and in the Transaction Documents and the covenants of TCI and the Partnership in this Agreement and the Transaction Documents to be performed prior to or at Closing will survive uratic the first anniversary of the Closing Date except that (a) all such representations and, warranties with respect to Taxes, rates, Environmental Laws, ERISA, employment matters or copyright matters will survive until 60 days after the expiration of the applicable statute of limitations (including any extensions) for such Taxes, rates, Environmental Laws, ERISA, employment matters or copyright matters,respectively, and(b)the representations and warranties as to title to the Assets in Sections 5.4(a) and 6.4(a),respectively, and as to title to Owned Property set forth in Sections 5.6 and 6.6, respectively, and in the deeds delivered with respect to Owned Property will survive the Closing and the delivery of such deeds and will continue in full force and effect without limitation with the understanding that,notwithstanding any language contained in any such deed,the representations and warranties as to title to Owned Property set forth in Sections 5.6 and 6.6, respectively, will not be merged into any such deed or other Transaction Document. The periods of survival of the representations and warranties and covenants to be performed prior to or at Closing prescribed by this Section 11.1 are referred to as the "Survival Period.." The liabilities of each party under its respective representations and warranties and its respective covenants to be performed prior to or at the Closing, will expire as of the expiration of the applicable Survival Period; provided however that such expiration will not include, extend or 61 apply to any such representation or warranty or covenant,the breach of which has been asserted by a party in a written notice to the other party before such expiration or about which a party has given the other party written notice before such expiration indicating that facts or conditions exist that, with the passage of time or otherwise, can reasonably be expected to result in a breach (and describing such potential breach in reasonable detail). The covenants and agreements of each party in this Agreement and in the Transaction Documents to be performed after the Closing will survive the Closing and will continue in full force and effect in accordance with their respective terms. 11.2 indemnification by TCI. From and after the Closing,TCI will indemnify,defend and hold harmless the Partnership and its partners and its and their respective Affiliates,and the partners, members,shareholders,officers,directors,employees,agents,successors and assigns and any Person claiming by or through any of them, as the case may be, from and against any and all Losses arising out of or resulting from (a) any breach of any representation or warranty made by TCI in this Agreement or any Transaction Document of any covenant of TCI in this Agreement or the Transaction Documents to be performed prior to or at the Closing; (b) any breach of any post- Closing covenant, agreement or obligation of TCI contained in this Agreement or any Transaction Document; (c)any act or omission of TCI with respect to, or any event or circumstance related to, the ownership or operation of the TCI Assets or the conduct of TCI's Cable Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Time, without regard to whether a claim with respect to such matter is asserted before or after the Closing Time, including any matter described on Schedule 6.11; (d) any liability or obligation not included in the Century Assumed Obligations and Liabilities; (e)any Title Defect relating to any TCI Owned Property that is not deleted as an exception in, or insured over by,the applicable TCI Title Policy; (f) any claim that the transactions contemplated by this Agreement violate WAPN or any Legal Requirement or any bulk transfer or fraudulent conveyance laws of any jurisdiction; (g) any claim relating to "continuation coverage" under Code Section 4980E with respect to former employees of TCI at and after the Closing Time or that the Partnership is deemed to be a successor employer of TCI under Code Section 4980B; (h)any claim by a third party relating to the presence, generation,removal or transportation of a.Hazardous Substance on or from any of the TCI Owned Property or TCI Leased Property through and including the Closing Time, including the costs, in response to a third-party claim, of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any Environmental Laws (whether before or after Closing); (i) any rate refund or credit,penalty and/or interest payment with respect thereto ordered by any Governmental Authority with respect to the TCI Systems for periods through and including the Closing Time; or 0) the failure of TCI to perform the TCI Assumed Obligations and Liabilities. In the event that an indemnified item arises under both clause (a) and under one or more of clauses (b)through 0)of this Section,the Partnership's rights to pursue its claim under clauses (b)through 0),as applicable,will exist notwithstanding the expiration of the Survival Period applicable to such claim under clause (a). 11.3 Indemniftcation by the PartnersFrom and after the Closing,the Partnership will indemnify, defend and hoid harmless TCI and its partners and its and their respective Affiliates and - 62 - ........................................... ......... ......... .................................. ........................................................................................................................................................ ......... ......... ......... ......... ............................................................................_...... ........ __ _ _.._... . ....... ... the partners,members, shareholders, officers, directors, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and against any and all Losses arising out of or resulting from(a)any breach of any representation or warranty made by the Partnership in this Agreement or any Transaction Document or any covenant of the Partnership in this Agreement or any Transaction Document to be performed prior to or at the Closing; (b) any breach of any post-Closing covenant, agreement or obligation of Century contained in this Agreement or any Transaction Document; (c) any act or omission of Century with respect to,or any event or circumstance related to, the ownership or operation of the Century Assets or the conduct of Century's Cable Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Time,without regard to whether a claim with respect to such matter is asserted before or after the Closing Time, including any matter described.on Schedule 5.11; (d) any liability or obligation not included in the TCI Assumed Obligations and Liabilities; (e) any Title .Defect relating to any Century Owned Property that is not deleted as an exception in, or insured over by, the applicable Century Title Policy; (f) any claim that the transactions contemplated by this Agreement violate WARN or any similar Legal Requirement or any bulk transfer or fraudulent conveyance laws of any jurisdiction; (g) any claire relating to "continuation coverage" under Code Section 4980B with respect to former employees of Century at and after the Closing Time or that TCI is deemed to be a successor employer of Century under Code Section 498OB; (h) any claim by a third party relating to the presence,generation,removal or transportation of a Hazardous Substance on or from any of the Century Owned Property or Century Leased Property through and including the Closing Time, including the costs, in response to a third-party claim, of removal or clean-up of such Hazardous Substance and other compliance with the provisions of any-Environmental Laws (whether before or after Closing); (i) any rate refund or credit,penalty and/or interest payment with respect thereto ordered by any Governmental Authority with respect to the Century Systems for periods through and including the Closing Time; or 0)the failure of the Partnership to perform the Century Assumed Obligations and Liabilities. In the event that an indemnified item arises under both clause (a) and under one or more of clauses (b) through 0) of this Section, TCI's rights to pursue its claim under clauses (b) through G), as applicable,will exist notwithstanding the expiration of the Survival Period applicable to such claire under clause (a). 11.4 JWrd Party Claims, Promptly after the receipt by either party of notice of any claim, action, suit or proceeding by any third party(collectively, an "Action"),which Action is subject to indemnification under this Agreement, such party (the "Indemnified Party") will give reasonable written notice to the party from whom indemnification is claimed(the "Indemnifying Party"). The Indemnified Party will be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, (a) admits in writing to the Indemnified Party the Indemnifying Party's liability to the Indemnified Party for such Action under the terms of this Section 11, (b)notifies the Indemnified Party in writing of the Indemnifying Party's intention to assume such defense,(c)provides evidence reasonably satisfactory to the Indemnified Party of the Indemnifying Party's ability to pay the 63 - amount, if any, for which the Indemnified Party may be liable as a result of such Action and (d)retains legal counsel reasonably satisfactory to the Indemnified Parry to conduct the defense of such Action. The other parry will cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance withthis Agreement in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action,the Indemnified Party will have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement of the Action, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless(x)the Indemnifying Party has agreed to pay such fees and expenses, (y) any relief other than the payment of money damages is sought against the Indemnified Party or(z)the Indemnified Party will have been advised by its counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this Section I I will be paid by the Indemnifying Party. No Indemnified Party will settle or compromise any such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the Indemnifying Party, unless the Indemnifying Party has failed, after reasonable notice, to undertake control of such Action in the manner provided in this Section 11.4. No Indemnifying Party will settle or compromise any such Action(A) in which any relief other than the payment of money damages is sought against any Indemnified Party or(B) in the case of any Action relating to the Indemnified Party's liability for any Tax, if the effect of such settlement would be an increase in the liability of the Indemnified Party for the payment of any Tax for any period beginning after the Closing Date, unless the Indemnified Party consents in writing to such compromise or settlement. 11.5 imitations on Indemnification-'T'C_I. TO will not be liable to the Partnership with respect to any matter or claim for which indemnification could be sought pursuant to Sections 11.2(a) for(a) any Losses of or to the Partnership or any other Person entitled to indemnification from TO or(b)any Losses incidental to or relating to or resulting from any of the foregoing(the items described in clauses (a) and (b)collectively being referred to for purposes of this Section I I as "Century Damages") unless the amount of Century Damages for which TO would,but for the provisions of this Section,be liable exceeds,on an aggregate basis,$250,000,in which case TO will be liable for all such Century Damages, which will be due and payable within 15 days after TCT"s receipt of a statement therefor. TCI will not have any liability under Section I I.2(a)to the extent that the aggregate amount of Losses otherwise subject to its indemnification obligation thereunder exceeds$10,000,400. The limitations set forth in this Section 11.5 do not apply to(i) the Pro Rata Adjustments to the extent they are included in the calculation of Pro Rata Adjustments pursuant to Section 3.2 and 3.3; or (ii) any claim made pursuant to Sections 11.2(b)-O), including, without limitation, any Losses related to any liability or obligation for late fees; any liability or obligation with respect to paying franchise fees on franchise fees; subscriber refunds; or TO litigation listed in the Schedules to this Agreement. 11.6 Limitations-on Inderrr�nio„ft_c_ation- ePam. The Partnership will not be liable to TCI with respect to any matter or claim for which indemnification could be sought pursuant to a64 - .......... ........._ .. .......................................................... . ... . ........ ......... ......... ......... ......... ......... ......... .... .......................................................... ..... .... ............................................................................... .............. Section 11.3(a)for(a)any Losses of or to TCI or any other Person entitled to indemnification from it or (b) any Losses incidental to or relating to or resulting from any of the foregoing (the items described in clauses (a)and(b) collectively being referred to for purposes of this Section 11 as "TC1 Damages") unless the amount of TCI Damages for which it would, but for the provisions of this Section, be liable exceeds, on an aggregate basis, $250,000, in which case it will be liable for all such TCI Damages,which will be due and payable within 15 days after the Partnership's receipt of a statement therefor. The Partnership will not have any liability under Section 11.3(x)to the extent that the aggregate amount of Losses otherwise subject to their indemnification obligations thereunder exceeds S a 0,000,000. The limitations set forth in this Section 11.6 do not apply to (i)the Pro Rata Adjustments to the extent they are included in the calculation of Pro lata Adjustments pursuant to Section 3.2 or 3.3; or (ii) any claim made pursuant to Section 11.3(b)-O), including, without limitation, any Lasses related to any liability or obligation for late fees; any liability or obligation ,writh respect to paying franchise fees on franchise fees; subscriber refunds, or the Century litigation listed in the Schedules to this Agreement. 11.7 Other Indemnifcad= The provisions of Sections 11.1, 11.5 and 11.6 will be applicable to any claim for indemnification made under any other provision of this Agreement and all references in Sections 11.1, 11.5 and 11.6 to Sections 11.2 and 11.3 will be deemed to be references to such other provisions of this Agreement. SEC'T'ION 12. MISCELLANEOUS PROVISIONS 12.1 &�art!�5 Obligalcd and Bene ted. Subject to the limitations set forth below, this Agreement will be binding upon the parties and their respective assigns and successors in interest and will inure solely to the benefit of the parties and their respective assigns and successors in interest, and no other Person will be entitled to any of the benefits conferred by this Agreement. Without the prior written consent of the Cather parties,no party will assign any of its rights under this Agreement or delegate any of its duties under this Agreement,provided that a party may, without the prior written consent of the other party (i) assign all of its rights under this Agreement, but not its obligations,to a Qualified Intermediary and(ii)assign all of its rights and obligations under this Agreement to an Affiliate of such party;provided that such Affiliate assignee can make all of the representations and warranties applicable to the assigning party hereunder(other than those relating to jurisdiction of incorporation), the assigning party can provide reasonable assurances that such Affiliate assignee can otherwise perforin the covenants,agreements and obligations applicable to the assigning party hereunder and such assignment would not materially delay or hinder the consummation of the transactions contemplated by this Agreement. 12.2 Ngticu. Any notice,request, demand,waiver or other communication required or permitted to be given under this Agreement will be in writing and will be deemed to have been duly given only if delivered in person or by first class, prepaid, registered or certified mail, or sent by courier or, if receipt is confirmed, by telecopier: -65 - To TCI at: TCI of East San Fernando Valley,L.P. 5619 DTC Parkway Englewood, Colorado 80111 Attention: William R. Fitzgerald Telecopy: (303) 267-6672 With a copy similarly addressed to the attention of Legal Department: To the Partnership at: Century Communicaticals Corp. 50 Locust Avenue New Canaan, Connecticut 06840 Attention: Office of the President Telecopy: ` (203) 972-2013 With a copy to: - Dow, Lohnes &Albertson, PLLC 1200 New Hampshire Avenue,N.W. Washington,D.C. 20036 Attention: Leonard J. Eaxt,Esq. Telecopy: (202)776-2222 Any party may change the address to which notices are required to be sent by giving notice of such change in the manner provided in this Section. All notices will be deemed to have been received on the date of delivery, which in the case of deliveries by telecopier will be the date of the sender's confirmation. 12.3 Rightto Specific Pcormance. The parties acknowledge that the unique nature of the Assets to be exchanged by the parties pursuant to this Agreement renders money damages an inadequate remedy for the breach by the parties of its obligations under this Agreement, and the parties agree that in the event of such breach,the parties will upon proper action instituted by either of them,be entitled to a decree of specific performance of this Agreement. 12.4 W_g„v This Agreement or any of its provisions may not be waived except in writing. The failure of any party to enforce any right arising under this Agreement on one or more occasions will not operate as a waiver of that or any other right on that or any other occasion. -66 12. . The section and other captions of this Agreement are for convenience only and do not constitute a part of this Agreement. 12.6 Ch&e ofLawm THIS AGREEMENT AND THE RIGHTS OF THE PARTIES UNDER IT WILL RE GOVERNED BY AND CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO THE CONFLICTS OF LAWS RUES OF COLORADO. 12.7 I=& Terms used with initial capital letters or otherwise defined in this Agreement will have the meanings specified, .applicable to both singular and plural forms, for all purposes of this Agreement. The-word "include" and derivatives of that word are used in this Agreement in an illustrative sense rather-than limiting sense. 12.8 Rights Cumin tave. All rights and remedies of each of the parties under this Agreement will be cumulative, and the exercise of one or more rights or remedies will not preclude the exercise of any other right or remedy available under this Agreement or applicable lain. 12.9 . Time is of the essence under this Agreement. If the last day permitted for the giving of any notice or the performance of any act required or permitted under this Agreement falls on a clay which is not a Business.Day, the time for the giving of such notice or the performance of such act will be extended to the next succeeding Business Day. 12.10 L=Pa=. t . If either party fails to pay the other any amounts when due under this Agreement,the amounts due will bear interest from the dud date to the date of payment at the annual rate publicly announced from time to time by The Bank of New York as its prime rate (the "Prime Irate")plus 2%, adjusted as and when changes in the Prime Pate are made. 12.11 CounJ= s. This Agreement may be executed in counterparts, each of which will be deemed an original. 12.12 Enji= g=em=. Except for the Contribution Agreement, this .Agreement (including the Transaction Documents and the Schedules and Exhibits referred to in this Agreement, which are incorporated in and constitute a part of this Agreement) contains the entire agreement of the parties and supersedes all prior oral or written agreements and understandings with respect to the subject matter. This Agreement may not be amended or modified except by a'writing signed by the parties. 12.13v rability. If any terra or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,the parties hereto shall negotiate in good faith to modify this Agreement 67 so as to effect the original intent of the parties as closely as possible in an acceptable manner that is not invalid,illegal or against public policy, to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible. 12.14 Construglion. This Agreement has been negotiated by the parties and their respective legal counsel,and legal or equitable principles that might require the construction of this Agreement or any provision of this Agreement against the party drafting this Agreement will not apply in any construction or interpretation of this Agreement. 12.15 Egrises. Except as otherwise expressly provided in this Agreement or the Contribution Agreement(which expenses the parties shall pay as so provided), each party will pay all of its expenses,including attorneys'and accountants' fees, in connection with the negotiation of this Agreement, the performance of its obligations and the consummation of the transactions contemplated by this Agreement. 12.16 Risk of-Loss. The risk of any loss or damage to the Century Assets or TCI Assets resulting from fire, theft or other casualty (except reasonable wear and tear) will be borne by the Partnership or TCI,respectively,at all times through and including the Closing. If any such loss or damage is sufficiently substantial so as to preclude and prevent resumption of normal operations of any material portion of a System or the replacement or restoration of the lost or damaged property within twenty days or, if earlier, prior to the Outside Closing Date, the Partnership or TCI as appropriate,will immediately notify the other in writing of that fact and the other,at any time within 10 days after receipt of such notice,may elect by written notice to the notifying party to either(a) waive such defect and proceed toward consummation of the transaction in accordance with terns of this Agreement or (b) terminate this Agreement. If the other elects to so terminate this Agreement,both parties will stand fully released and discharged of any and all obligations under this Agreement. If the other elects to consurnmate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage(to the extent not used to replace or restore such lost or damaged property), except for any proceeds from business interruption insurance, relating to the loss of revenue for the period through and including the Closing Time, will be delivered by the notifying party to the other or the rights to such proceeds will be assigned by the notifying party to the other if not yet paid over to the notifying party, and the notifying party will pay to the other an amount equal to the difference between the amount of such insurance costs and the full replacement cost of the damaged or lost Assets. If,prior to the Closing,any part of or interest in any material Century Assets or any material TC1 Assets is taken or condemned as a result of the exercise of the power of eminent domain,or if a Governmental Authority having such power informs the Partnership or TCI that it intends to condemn all or any part of any material Assets of such pasty(such event being called,in either case, a"Taking"),then the other party may terminate this Agreement. If the other party does not elect to terminate this Agreement,then(i)the other party will have the sole right, in the name of the party, if the other party so elects, to negotiate for, claim,contest and receive all damages with respect to - 68a the Taking, (ii) the party will be relieved of its obligation to convey to the party the Assets or interests that are the subject of the Taking,(iii)at the dosing the party will assign to the other party all of the party's rights to all damages payable with respect to the Taking and (iv) following the Closing, the party will give the other party such farther assurances of such rights and assignment with respect to the Taking as the other party may from time to time reasonably request. 12.17 ax nse . No party to this Agreement makes any representation or warranty,express or implied,with respect to the Tax implications of any aspect of this Agreement on any other party to this Agreement, and all parties expressly disclaim any such representation or warranty with respect to any Tax consequences arising under this Agreement. Each party has relied solely on its own'Tax advisors with respect to the Tax implications of this Agreement. 12.18 Com=ially R emona le efforts. For purposes of this Agreement,unless a different standard is expressly provided with respect to any particular matter "commercially reasonable efforts" will not be deemed to require a party to undertake extraordinary measures, including the initiation or prosecution of legal proceedings or the payment of amounts in excess of normal and usual filing fees and processing fees, if any. -69 - IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first written above. TCI OF EAST SAIN FERN AINDO VALLEY,L.F. By: Unite Cable Television of Los Angeles, Inc. neral partner By: Name' Ste hen M. Brett Title: Vice President 1bENTURY-TCI CALIFORNIA,L.P. By: Century Exchange LLC, its managing partner, by Century Southwest Cable Tele ' ion, its manager • N e: D Title:.. C.4^ :�'.�'it 1�1'• and By: TCI California Holdings, LLC, by TCI Cablevisi n of California, Inc., its managi ber By: 7 Nam . Stephen M. Brett Title: Nice President H:ICLIFFTt NORRIS190S01156lAss'TEXCH.AIS a 7Q ,. x EXHIBIT A THE CENV R,Y SYSTEM 1 )Century Cable +�f�3orth�:� �a�ifomia (San Pablo Franchises: City of San Pablo,CA County of Contra Costa,CA City of Albany,CA Headends: 2358 Market Avenue Primary Headend 1390 Rifle Range Road(Arlington Reservoir) Off Air Receive Site €I I4 CenturCable o h=!Qafj (Benicia) Franchises: County of Solano,CA City of Benicia, CA Headends: 175 East N street Priz az hcadend b Essex&Panorama Drive,Southaanpton Off Air Receive Site Cen=Bu reamile, (Fairfield) Franchises: City of Fairfield,CA City of Suisun City,CA County of Solano,CA Headendo 2250 Boynton Ave Primary Headend (155)Cen=Bay Area Cable Cor2.(Rohnert Faris) Headend: 3 101 Sonoma Mountain Road Primary Headend Franchises: City of Sebastopol,CA City of Santa Rosa,CA Sonoma County.,CA Headend: Sebastopol Hub:314 Duer Rd. AML Receive Site Franchises: City of St Helenas CA City of Calistoga,CA County of Napa, CA Headend: St Helena Hub:2200 Diamond Mountain Rd AML Receive Site Franchises: City of Rohnert Park, City of Cotati,CA Sonoma County, CA Headend: Rohnert Park Hub:595 Martin Ave AMI.Receive Site Franchises: City of Sonoma,CA Sonoma County, CA Headend: Sonoma Hub:17658 High Rd AML Receive Site Franchise: Sonoma County, CA Headend: Bodega Bay:2885 Bay Hill Rd AML Receive Site Monte Rio AML Receive Site Franchise: Town of Yountviile,CA Headend: Yountville Veterans Home: 100 California St Primary Headend EIMBILB TCI EXCHANGE SYSTEMS System; East San Fernando Valley, California Headends. 11015 O'Melvany Street Pacoima.,California 13301 Hatteras Street North Hollywood, California, (Hubsite) Franchises Served: City of Los Angeles EXHIBIT 7.5(b) FORM OF ESTOPPEL, CERTIFICATE [To be modified appropriately if consent to transfer is not required. Description of intermediate transfer to the Partnership to be added where applicable.] [Insert Date] [Insert address of Lessor] Rea Lease of property located at (the "Leased Property")pursuant to the [Lease Agreement] dated as of_ , as amended by dated (the "Lease"), between (the "Lessor") and ("the Lessee"). Dear Lessee has entered into an agreement to transfer its cable television systems in the State of California to (the "Assignee"). At closing of that sale, Lessee will assign its right, title, and interest in and to the Lease to the Assignee, effective on the day of closing. The Assignee will assume Lessee's obligations under the Lease which accrue from and after the day of closing. Please acknowledge your consent to the assignment by Lessee of the Lease to the Assignee and confirm that the following information is true and correct. Please do so by signing this letter and returning it to Lessee at the address indicated on the self-addressed, stamped envelope provided with this letter. I. The undersigned is the legal owner of the Leased Property and the lessor under the Lease. 2. The Lease is described accurately above and there are no other agreements that govern Lessor's and Lessee's relationship with respect to the Leased Property. 3. Lessee is in compliance with all of the terms and provisions of the Lease. 4. Rent in the amount of$ per month is payable under the terms of the Lease on the_day of each month. 5. The Lease term will expire on ............................. .......... ........ ......... ....... .................................................................................................................._ ........ .................................................. .._.............................................._ ........ ... ................. _ ................................ We expect to close this transaction in the near future. Your assistance is greatly appreciated. If you have any questions, please do not hesitate to call me at Very truly yours, The undersigned, as Lessor.under the Lease,hereby consents to the assignment by Lessee of Lessee's right, title and interest in and to the Lease to the Assignee, the assumption by Assignee of Lessee's obligations that accrue from and after the date of closing,and the transfer or assignment by Assignee of the Lease or control related thereto to any entity controlling,controlled by or tinder common control with Assignee and represents that the information contained in this letter is true and correct. Lessor -2- EXHIBIT 9.2(b)(1) FOkM OF BILL OF SALE AND ASSIGNMENT This Bill of Sate and Assignment(this "Assignment")is made as of-__-- s 1998 by a Iimited partnership ("Transferor"), in favor of a limited partnership ("Transferee"). This Assignment is entered into pursuant to,and is subject to,the terms of the Asset Exchange Agreement dated as of , 1998 by and between Transferor and Transferee(the "Agreement"). Capitalized terms not otherwise defined in this Assignment shall have the meanings given to such terms in the Agreement. In consideration of the foregoing premises, the transactions contemplated by the Agreement,and other good and valuable consideration specified in the Agreement,the receipt and sufficiency of which are hereby acknowledged,Transferor does hereby grant,bargain,sell,transfer, assign and convey unto Transferee, its successors and assigns,all of the right,title and interest of Transferor in and to the [TCI][Century] Assets,including the [TCI][Century] System Franchises and;System Contracts listed on the Schedules to the Agreement,but excluding,all [TCI] [Century[ Excluded Assets,free and clear of all Liens except permitted Liens. Transferor reasserts the representations and warranties pertaining to the Assets that are contained in the Agreement,all of which representations and warranties are incorporated herein by this reference as if set forth in full herein,subject to the limitations set forth in the Agreement regarding the survival of,and the liability for breach of,such representations and warranties. This instrument and the rights of the parties under it shall be governed by and construed in accordance with the laws of the State of Colorado,without regard to conflicts of laws rules of such state. This Assignment may be executed simultaneously in any number of counterparts, each of which together constitute one and the same instrument. IN WMESS WHEREOF,the undersigned has executed this Assignment effective as of the date fust written above. TRANSFEROR. By: Name: "Title: EXHIBIT 9.2(b)(2) FOR,.M OF ASSUMPTION AGREEMENT This Assumption Agreement(this"Assumption")is made as of . 1998 by ,a limited partnership("Transferee"), in favor of a limited partnership ("Transferor"). This Assumption is entered into pursuant to,and is subject to,the terms of the Asset Exchange Agreement dated as of , 1998 by and between Transferor and Transferee (the "Agreement"). Capitalized terms not otherwise defined in this Assumption shall have the meanings given to such terms in the Agreement. In consideration of the foregoing premises, the transactions contemplated by the Agreement and other good and valuable consideration specified in the Agreement,the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Time, Transferee does hereby assume and agree to observe,comply with,and perform in accordance with the terms of each, the ['TCI] [Century] Assumed Obligations and Liabilities, including all obligations accruing and relating to periods on and after the Closing Time under the [TCI][Century] System Franchises and System Contracts listed on the Schedules to the Agreement. Transferee does not assume or have any responsibility for any liabilities or obligations of Transferor other than the [TCI] [Century] Assumed Obligations and Liabilities, and neither the execution, delivery and performance of the Agreement nor this Assumption shall render Transferee liable for any such liability, obligation, undertaking, expense or agreement other than the [TCI] [Century] Assumed Obligations and Liabilities. This Assumption is made solely for the benefit of Transferor and no third party shall have any right to enforce its terms or to rely on it. This instrument and the rights of the parties under it shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of laws rules of such State. IN WITNESS WHEREOF,the undersigned has executed this Assurnption effective as of the date first written above. TRANSFEREE: By: Name: Title: AiY E.N-D M Q- O ASSET EXCHINGE AGREEMENI This Amendment No. I to Asset Exchange Agreement(this "First Amendment") is entered into this 29th day of January, 1999 by and between TCI of East San Fernando Malley, L.P., a Colorado limited partnership ("TCI") and Century-TCI California, L.P., a Delaware limited partnership(the ?&-tnership"). RECITALS TCI and the Partnership have entered into an Asset Exchange Agreement dated as of November 18, 1998 (the "Exchange Agreement") and desire to enter into this.First A-nendment to amend the Exchange Agreement as specified herein. AGREEMEN I' In consideration of the mutual covenants and promises set forth herein, the parties agree as follows: 1. Outside Closing`Date. Section 10.1(b)(ii) of the Exchange Agreement is amended in its entirety to read as follows: "(ii) the breach or default is capable of being cured prior to Febmary 28, 2000 (the "Outside Closing Date")and the ;;reaching party commences to cure such breach or default within such 30-day period and diligently continues to take all action reasonably necessary to cure such breach or default prior to the Outside Closing Date and such breach or default is cared prior to the Outside Closing Date;" 2. Effect ofAm?,adm�zent. From and a.�ter the date ofth:s First Amendment, all references in the Exchange Agreement to "this Agreement" shall be deemed to be references to the Exchange.Agreement as amended by this First Amendment. 1N WITNESS WTIEREOF,the parties have executed this First Amendment as of the day and year first written above. TCI OF EAST SAN FERNANDO VALLEY,L.P. Ry.- United Cable Television of Los Angeles, Inc.,its general partner By:. 000 Name: " . Title: V,, CENTURY-TCI CALIFORNIA,L.P. By: Century Exchange LLC, its managing partner, by Cenjury Southwest Cable "Televis' .,its nager B ' Tit e: svP�. and By: TO California Holdings, LLC, by TO Cablevision of California, .Inc., its managing member By: Name: Title: x:\Ci?EN 17VNORR1S\9C50115RAME1 1'.EXG 1x91+39 11:25 Asn - 2 — CENTURY-TCI CAL.IFC WNTIA,L.P. By: Century Exchange LLC, its managing partner, by Century Southwest Cable Television,Inc.,its manager By: Name: Title: and By: TO Californian Holdings, LLC, by TO Cablevision of California, Inc., its managing member By: / Name: —Da—r— 4t Title: ''C�E H:\CLIE °I'tlhlsJRIUS\96501 I56\AN E,NDI.EXG 1/29/99 11:25 am — 2- MAL SCHEDULES TO ASSET EXCHANGE AGREENIENT between TCI OF EAST SAN FERNA NDO VALLEY,L.P. and CENTURY-TCI CALIFORNIA,L.P. SCHEDULE1.9 CASH FLOW ADJUSTMENTS [Redacted] SCHEDIULE I.12 CENTURY LEASED REAL PROPrRTY (I 3)ALEA`Y/S 42t PABLO, CA. d,-:ed I2i22!9Jerome Blank and Nfuriel T. Blank as trustees for the Blank Family T rust dated 6P,S/90 (as lessor) 6 nc Century Cable of Ivorthcrn California las lessee); lessors 2/20/SS letter confirmin- rent modifications (Consent required.] address of praperty: 993 San Paolo Avenue Albany, CA Use of property: Office Lease ds ted 8/1/90 bce`vicen East Bay Municipal Util;tV District (as lessor) and Century Cable of Northern California (as lessee) [Consent required.] Address of property: Arlington Reservoir, 1390 Rifle Range Road EI Cerrito, CA Use of property,: Antenna and headend site Lcase agreement between Public Stora,e Space (as lessor) and Century Cable of Northern Coria>orntu (as lessee); lease document unavailable; tease is currently month-to-month jConscnt required.] Address ofproperty: 3235 J4c,.iui Street Richrond, CA Use of property: Self story-e site SCHEDULE 1.12 CENTURY LEASED-REAL PROPERTY (154) FAIRFIEL D Lease dated 9/19/96 from Boynton Limited H(as lessor)to Century Bay Area Gable Corp. (as lessee) [Consent required.] Address of property. First American"Title Plaza 2300 Boynton Avenue, Suite 202 Fairfield, CA Use of property; Office a SCHEDULE 1.22 CENTURY LEASED REAL PROPERTY (214)BENICIA Verbal,month-to-month lease between the City of Benicia(as lessor)and Century Cable of Northern California(as lessee) [Consent required.] address of property: Essen and Panorama Drive,Southampton Benicia,CA Use of property: 'Tower,building,and mini-headend siteloff air receive site SCHEDULE 1.12 CENTURY LEASED REAL PROPERTY (155)ROFNER.T PARK Lease commencing 1B1/89 from Julius J. Macche and Richard C.Macche(as lessors)to Century Bay Area Cable Corp.,as successor of ML Media Partners,L.P.(as lessee) Address of property. 28$5 Bay Hill Road(East of Mt. Roscoe) Bodega Bay,CA Use of property: Bodega Bay hub site/AML Receive Site(maintenance of cable antenna TV sysiem antenna and relited appurtenances and buildings) Lease dated 91ll92 from Martin D.Fried(as lessor)to Century Bay Area Cable Corp., as successor of ML Media Partners,L.P.(as lessee) [Consent required] Address of property: 2200 Diamond Mountain Road Calistoga,CA Use of property: Calistoga/St.Helena hub site(installation of equipment/buildings necessary.for television operation) Lease dated 1/1191 from the State of California(as lessor)to Century Bay Area Cable Corp.,as successor of ML Media Partners,L.P. (as lessee),5!31/96 Assignment and Assumption Agreement between ML Media Partners,L.P. (as assignor)and Century Bay Area Cable Corp. (as assignee) [Consent required] Address of property. Veterans Home of California Yountville 100 California Drive Yountville,CA Use of proopertya YounMile headend site Lease dated 111!98 from Louisiana-Pacific Corporation(as lessor)to Century Bay Area Cable Corp.,as successor of ML Media Partners,L.P.(as lessee). Lease expired;currently mouth- to-month with Mendocino Redwood Company,L.L.C.,as successor of lessor. [Consent required<1 Address of property: Portion of D&R Redwood Tract near Bodega Rancho Sonoma County,CA Use of property: Monte Rio hub site(erection and maintenance of cable antenna television system and related appurtenances and buildings) r SCHEDULE 1.12,CONTINUED CENTURY LEASED REAL PROPERTY (155)ROHNERT PARK Lease dated 9/27/85 from Dr.Wayne Price(as lessor)to Century Bay Area Cable Corp.,as successor of ML Media Partners,L.P.(as lessee);Century Bay Area Cable Corp.'s 7/31/90 letter notice of extension (Consent required.j Address of property: 20'by 20`parcel at 17658 High Road Sonoma,CA Use of property: Sonoma hub site Communication Sublease dated 17!16/88 from Century Bay Area Cable Corp.,as successor of ML Media Partners(as sublessor)to Pacific Gas&Electric Company(as sublessee) Address of property: 2885 Bay Hill Road(East of Mt Roscoe) Bodega Bay,CA Use of property: Antenna/radio communication equipment site Lease dated 8/29/80 from Broadway investment Croup(as lessor)to Century Bay Area Cable Corp.,as successor of Storer Cable TV,Inc.(as lessee); 10/14/85 renewal letter agreement between lessor and lessee;3/28/88 notice showing Etta Allen as successor in interest of lessor, lessee's 5/18/90 renewal letter,lessee's 8/15/90 renewal letter. Lease expired;currently month- to-month. [Consent required.] Address of property: 1001 Broadway Sonoma,CA Use of property: Office;storage Lease Agreement dated 8/12183 from Estate of John L. Stevenson,as successor of John L. Stevenson(as lessor)to Century Bay Area Cable Corp.,as successor of ML Media Partners,L.P. (as lessee) [Consent required.] Address of property: Parcel of land on Sonoma Mountain Ranch Approximately 38"20' 55" latitude, 122° 34'38"longitude 3101 Sonoma Mountain Road Petaluma,CA Use of property. Sonoma Mountain headend site Lease dated 10/26/89 from Wapoo Properties Associates(as lessor)to Century Bay Area Cable Corp. (as lessee). Lease expired 1 currently ntl Avenmonth Suites 02 and 103 Address of property: Calistag�CAe Use of property: Office .............. ........................ ............................... ................................ ..................................... ............................................. ........................................... ................................................ ......................................................... ................................................... .......................................................... ....................................................... ........................................................... ............................... SCHEDLIUE 1.14 CENTURY OTHER REAL PROPERTY INTERESTS (113)ALBANY/SAN PABLO,CA Right of Way Agreement dated S/10/74 from William Albert Chamberlain(as grantor) to Century Cable of Northern California and El Cerrito Video Systems, Inc. (as grantees) Address of property: El Cerrito,CA Use of property: Construction,maintenance and operation of underground conduits,wires,cables,M. for electrical impulse transmission; ingress and egress This easement is recorded. In the process of preparing this Schedule it has come to Century's attention that the property has been sold several times since 1974,the current owner is Jason Chiu who has owned the property since December 8, 1995 and the$300.Annual fee has not been paid since 1988. Nonetheless the easement has not been challenged. Agreement(easement)dated 9/15/69 from City of El Cerrito(as grantor)to Cablecom-General of Northern California,Inc. (as grantees) [Consent required for easement and underlying encroachment.] Address of property: El Cerrito,CA Use of property: Installation of underground conduit for housing cable SCHEDULE 1,14 CENTURY OTHER REAL PROPERTY INTERESTS (114)BENICIA Unsigned, ;undated Grant of Easement from Woodhill Development Company(as grantor) to Century Cable of Northern California(as grantee) [Consent required.] Address of property: Portions of Parcels 1-26 of Bridgeview I Development Benicia, CA Use of property: Installation, operation and maintenance of cable Unsigned, undated Grant of Easement from Woodhill Development Company(as grantor) to Century Cable of Northern California(as grantee) [Consent required.] Address of property: Portions of Parcels 58, 60-61, and 64-67 of Bridgeview I Development Benicia, CA Use of property: Installation, operation and maintenance of cable Unsigned, undated Grant of Easement from Woodhill Development Company(as grantor)to Century Cable of Northern California(as grantee) [Consent required.] Address of property: Portions of Parcels 48-52 of Bridgeview I Development Benicia, CA Use of property: Installation, operation and maintenance of cable Unsigned, undated Grant of Easement from Woodhill Development Company(as grantor) to Century Cable of Northern California(as grantee) [Consent required.] Address of property: Portion of Parcel 62 of Bridgeview I Development Benicia, CA Use of property: Installation, operation and maintenance of cable Unsigned, undated Grant of Easement from Woodhill Development Company(as grantor) to Century Cable of Northern California(as grantee) [Consent required.] Address of property: Portion of Parcel 47 of Bridgeview I Development Benicia, CA Use of property: Installation, operation and maintenance of cable SCHEDULE 1.14, CONTINUED CEN" L-RY OTHER REAL,PROPERTY INTERESTS (114)BENICIA Unsigned, undated Grant of Easement from Woodhill Development Company(as grantor) to Century Cable of Northern California(as grantee) [Consent required.] Address of property: Portion of Parcel 147 of Bridgeview I Development Benicia, CA Use of property: Installation, operation and maintenance of cable SCHEDULE 1.14 CENTURY OTHER REAL,,PROPERTY INTERESTS (154)FAIRFIELD Memorandum of LEasement] Agreement dated 14119/93 from Boynton Limited 11(as grantor)to Century Bay Area Cable Corp., as successor of ML Media Partners, Z.F. (as grantee) memorializing 14/1193 Easement Agreement [Consent required.] Address of property: 2344 Boynton Avenue Fairfield, CA Use of property: Installation and maintenance of underground cable for television signal transmission Grant of Easement for Right of Way DACA05-2.91-564 for Electric Power Transmission or Communications Facilities dated 8115/91 from Travis Air Force Base(as grantor)to Century Bay Area Cable Corp., as successor of ML Media Partners,L.P. (as grantee) [Consent required.] Address of property: Parcels within Travis Air Force Base Solano County, CA Use of property: Installation, operation, and maintenance of conductor cable conduit and appurtenances to serve 841 Military Family Housing area at Travis Air Force Base. SCHEDULE I.14 CENTURY OTHER REAL PROPERTY INTERESTS (15 5)ROKNERT PARK Grant of Easement dated 9/8/97 from Frederic W. Constant and Mary Constant(as grantors) to Century Bay Area Cable Corp. (as grantee) Address of property: 12'-wide roadway across property of Frederic W. Constant and Mary Constant Sonoma and Napa Counties, CA Use of property: Ingress/egress Grant of Easement and Easement Agreement dated 9/8/97 from Diamond Mountain Vineyard (as grantor)to Century Bay Area Cable Corp. (as grantee) Address of property: Portion of property of Diamond Mountain Vineyard Sonoma County, CA Use of property: Installation/maintenance of cable television and communications facilities, equipment and plant SCHEDULE 1.15 CENTURY OWNED-REAL PROPERTY (113)SAN PABLO Grant Deed dated 1122181,from Gregory A. "Young and Anastasia M.Young,his wife as joint tenants to Century Cable of Northern California Address of property: 2358 Market Street,San Pablo,Contra Costa County,CA (partly located in City of Richmond) Use of property. Headend site,dish site and office (114)BENICIA Corporation Grant Deed dated 7!8185,from Orlea Corporation to Century Cable of Northern California Address of property: 175 East N Street,City of Benicia,Solano County,CA Use of property: Headend site,earth station and office site (154)FAIRFIELD Grant Deed dated 5131196,from ML Media Partners,L.P.to Century Realty Corp. Address of property: 521 Railroad Avenue,Suisun City,Solano County,CA Use of property: Storage Grant Deed dated 5131196,from ML Media 2250 Boynton Avenue},City of Century Address of property. of Fairfield,Solana County,CA y`n Use of property: Headend and dish site and office (155)ROHNERT PARK Grant Deed dated May 31, 1996 from ML Media,Partners,L.P.to Century Realty Corp. Address of property: 314 Duet Road,Sebastopol,Sonoma:County,CA Use of property. Sebastapol Microwave receive(hub)site Grant Deed dated May 31, 1996,from ML Media Partners,L.P.,to Century Realty Corp, Address of property: 595 Martin Avenue,Rohnert Park,Sonoma County,CA Use of property: Rohnert Park Hub site and office SCHEDULE 1.17 CENTURY SYSTEMA COINMRACTS A. ' , RS t 1P (113) SAN PABLO,CA See A'rMchment [Redacted] (1 54) BENICLk, CA See Attachnent [Redacted.] (154)FA,IRF'IET D, CA See Attachment [Rvc:Ipxted] (15 5)RO NERT PARK, CA See Attachment [Redacted] SCHEDULE 1.1'7 CENTURY SYSTEM CONTRACTS (CONTINUED) B. CONSTRUCTION ASD INSTALLATION AGREEMENTS (113) SAN PABLO,CA - NONE (114)BENICIA, CA NUlm (154)FAIR.FIELD,CA NONE (155)ROHNERT PARK,CA Construction Agreement dated July 17, 1997 between Century Bay Area Cable Corp. and Cablecom,Inc. For rebuild only. Oral Agreement for Installation with NACOM on an as needed basis. The parties follow the terms of the expired written agreement between NE Media Partners, L.P. and NACOM dated November 14, 1994. SCHEDULE 1,17 CENTURY SYSTEM CONTRACTS (113)SAN PABLG,CA C. EQLE ATTACHMENT AGREEMEN-1 15 1. Pole Attachment Agreement(BAC3-25)dated July 20, 1387 with Pacific tsar 8e Electric Company and Century Cable of Northern California for town and areas of Albany, Benicia and Sar!Pablo terminable on 30 days notice. 2. Pole and Conduit License Agreement(01-020)dated December 4, 1992 with Pacific Bell and Century Cable of Northern California,Inc. for the incorporated limits of the City of San Pablo and unincorporated areas of Richmond Heights and Kensington in the County of Contra Costa and the incorporated city limits of the City of Albany in the County of Alameda from year to year. ............... ......................................................................................................................................... ......... ......... ......... ......... ........................ .............. ......... ... _ ......... ......... ......... ......... ......... ......... ..................... _ ...... SCHEDULE 1,17 CENTURY SYSTEM CONTRACTS (114)BENICIA,CA C. POLE AII"A HM-I !AQREE,CNI TS Pole Attachment Agreement with Pacific Cas&Electric Company(04-024) and Century Cable of Northern California for the surrounding areas of Benicia within Vallejo-Napa Division of the Redwood Region terminable on 30 days notice. 2. Pole and Conduit License Agreement(N0007)dated November 9, 1988 with Pacific Bell and Century Cable of Northern California,Inc. for the incorporated limits of the City of Benicia from year to year SCHEDULE 1.17 CENTURY SYSTEM CONTRACTS (154)FAIRFIELD, CA C. POLE,&M&CHMEN I AGUF.W- .NIS I Pole and Conduit License Agreement(NC 3 5 1)dated September 19, 1996 with Pacific Bell and Century Bay Area Cable Corp.,for the Cities of Fairfield and Suisun and unincorporated areas of Solano County from year to year 2. Pole Attachment Agreement(No.06-006)with Pacific Gas and Electric and ML Media Partners,L.P.from year to year and Assignment from ML Media Partners, L.P. to Century Bay Area Cable Corp. ............................- .............................. ................................................................. ............................................................................. .............................................................................. ..................... SCHEDULE 1.17 CENTURY SYSTEM^ CONTRACTS (155) ROHNERi PALM,Cly C. POLE ri 1 1 Cid.+ 'M t`1 3 A.V E NTS 1. Pole Lease Agreement dated October 23, 1991 with GTE California Inc. and ML Media Partners, L.P. for the County of Sonoma from year to year and Assignment from ML Media Partners,L.P.to Century Bay Area Cable Corp.,approved May 22, 1996. 2. Pole and Conduit License Agreement(NC 350)dated September 19, 1996 with Pacific Bell and Century Bay Area Cable Corp. for areas in or near Cities of Calistoga,Napa, St. Helena,'Town of Yountville,Cotati,Rohnert Park, Santa Rosa, Sonoma, Sebastopol, and unincorporated area of Napa and Sonoma from year to year. Supplemental License Agreement dated February 10, 1998 with Pacific Bell and Century Bay Area Cable Corporation for areas in or near Cities of Calistoga, Napa, St. Helena,Town of Yountville,Cotati,Rohnert Park,Santa Rosa, Sonoma, Sebastopol,and unincorporated area of Napa and Sonoma Counties. Pole Attachment Agreement(No.04-1311)with Pacific Lias and Electric and ML Media Partners, L.P. terminable on 30 days notice from year to year and Assignment from ML Media Partners,L.P. to Century Bay Area Cable Corp.,approved April 8, 1996. SCHEDULE 1.17 (113) SAN PABLO, CA CENTURY SYSTEM CONTRACTS D._SYS'TEM SPECIFI-C PROGRAMMMENTS MUST CARRY LETTERS Letter dated September 25, 1996 electing must carry status. (KDTV) Letter dated September 23, 1996 electing must carry status. (K.F WU-TV) Letter dated July 34, 1995 electing must carry status. (KLXV-TV) Letter dated September 17, 1996 electing must carry status. (KTSF-TV) - Letter dated October 30, 1995 electing must carry status. (KCNS-TV) - Letter dated September 27, 1996 electing must carry status. (KiCU-TV) - Letter dated September 25, 1996 electing must carry status. (K.TNC-TV) - Letter dated.tune 15, 1998 electing must carry status.(KWOK-TV) UTMNSMIS-SION CPN 'T T Letter dated September 18, 1995 to Century Communications from KI HK TV (Century Excluded Asset) Letter dated December 13, 1996 to Century Communications from KORA-TV (Century Excluded Asset) Letter dated September 25, 1995 to Century Caine from KGO TV(Century Excluded Asset) - Letter dated September 26, 1996 to Century Communications from KOF"Y 24 (Century Excluded Asset) - Letter dated September 26, 1996 to Century Cable of Northern California from KPIX 5 (Century Excluded Asset) - Letter dated October 21, 1993 to Century Cable of Northern California from KRON-TV (Century Excluded Asset) Letter dated May 21, 1998 to Century Communications from KTVU (Century Excluded Asset) ERz-T KQED- PBS KCSM- PBS KRCB -ETV KMTP-ETV SCHEDULE 1.17 (114) BENICIA,CA CENTURY SYSTEM CONTRACTS D. SYSTEM SPECIFIC PROGRAMMING ACRE .HENT MUST CARRY LETTERS Letter dated September 25, 1996 electing must carry status. (KCNS-TV) better dated September 25, 1996 electing must carry status. (KDTV) - Letter dated September 23, 1996 electing must carry status. (KFWU-TV) Letter dated September 27, 1996 electing,must carry status. (KICU-TV) - Letter dated July 31, 1996 electing must carry status. (KLXV-TV) Letter dated September 30, 1996 electing must carry status. (KPST-TV) Letter dated September 25, 1996 electing must carry status. (KSTS) Letter dated September 25, 1996 electing must carry status. (KTNC-TV) Letter dated September 17, 1996 electing must carry status. (KTSF-TV) Letter dated June 15, 1998 electing must carry status. (KWOK-TV) R.ETgANSMISSlCtlr3 CONSENT AQR.EEMENTS - Letter dated September 18, 1996 to Century Communications from KBHK TV (Century Excluded Asset) - Letter dated December 13, 1996 to Century communications from KCR.A-TV (Century Excluded Asset) Letter dated September 25, 1996 to Century Cable from KGO TV(Century Excluded Asset) Letter dated September 26, 1996 to Century Communications from KOFY 20 (Century Excluded Asset) Letter dated September 26, 1996 to Century Cable of Northern California from KPIX 5 (Century Excluded Asset) Letter dated October 21, 1993 to Century Cable of Northern California from KRON-TV(Century Excluded Asset) Letter dated May 21, 1998 to Century Communications from KTVU (Century Excluded Asset) PBSIETV KQED- PBS - KTEH - PBS KMTP- ETV - KCSM- ETV SCHEDULE 1.17 (154) FAIRFIELD, CA CENTURY SYSTEM CONTRACTS D. SYSTEM SPECIFIC PROGRAMMING AGREEMENTS MUST CARRY LETTERS Letter dated July 15, 1996 electing must carry status(KCMY) Letter dated September 26, 1996 electing must carry status(KC SO) Letter dated September 25, 1996 electing must carry status(KFTL-T V) Letter dated November 27, 1996 electing must carry status(KOVR-TV) Letter dated September 27, 1996 electing must carry status(KPWB-TV) Letter dated September 20, 1996 electing must carry status(KQCA-TV) Letter dated July 12, 1996 electing must carry status(K.XTV-TV) R TRANSMISSN CONSENT AGREEMENTS Letter dated December 13, 1996 to Century Communications from KCR.A-TV (Century Excluded Asset) Letter dated September 26, 1996 to Century Communications from KICU- TV(Century Excluded Asset) Letter dated September 26, 1996 to Century Communications from KOFY 20 (Century Excluded Asset) Letter dated September 17, 1996 to Century Communications from KTSF-TV (Century Excluded Asset) Letter dated September 26, 1996 to Century Communications from KTXL-TV (Century Excluded Asset) Letter dated October 21, 1993 to Century Cable of Northern California from KRON-TV (Century Excluded Asset) - Letter dated May 21, 1998 to Century Communications from KTVU(Century Excluded Asset) KPIX-Century Excluded Asset KGO-Century Excluded Asset SCHEDULE 1.17 (155) ROHNERT PARK,CA CENTURY SYSTEM CONTRACTS D. SYSTEM SPECIFIC PRC39RAMMING AGREEMENTS MUST CARRY LETTERS - Letter dated September 25, 1996 electing must carry status(KCNS) - Letter dated September 25, 1996 electing must carry status(KDTV) - Letter dated September 16, 1996 electing must carry status(KFTY) - Letter dated September 23, 1996 electing must carry status(K.FV;U) Letter dated September 27, 1996 electing must carry status(KICU-TV) Letter dated September 30, 1996 electing must carry status(K.LXV-TV) Letter dated July 15, 1996 electing must carry status(KPST-TV) Letter dated September 25, 1996 electing must carry status(KSTS) Letter dated September 25, 1996 electing must carry status(KTNC-TV) ® Letter dated September 17, 1996 electing must carry status(KTSF) RETRANSMISSION CONSENT AGREEMENTS a Letter dated September 18, 1996 to Century Communications from KEHK-TV (Century Excluded Asset) Letter dated September 25, 1996 to Century Communications from KGO-TV (Century Excluded Asset) Letter dated September 26, 1996 to Century Communications from KOFY 20 (Century Excluded Asset) Letter dated September 26, 1996 to Century Communications from KKPIX-TV (Century Excluded Asset) Letter dated October 21, 1993 to Century Cable of Northern California from KRON-TV(Century Excluded Asset) Letter dated September 19. 1996 to Century Communications from KTVU-TV (Century Excluded Asset) SCHEDULE 1.1.7 CENTURY SYSTEM CONTRACTS E. EQUIPMENT LEASES (113) SAN PABLO, CA 4 Phone System—Lucent Technologies Postal Machine&Meter--Pitney Bowes (114) BENICIA,CA Pitney Bowes Postal Meter—Month-to-Manna (154) FAIRFIELD,CA m Postal Meter—Pitney Bowes«-(Ural) Fax Machine--Pitney Bowes—(Oral) (155) ROHNERT PARK,CA Copy Machine—Discovery Machine(On Pile) Fax Machine—Pitney Bowes(Oral) CAD Design Plotter—GE Capital(Month-to-Month) Postal Meter—Pitney Bowes(Oral) SCHEDULE 1.17 CENTURY SYSTEM CONTRACTS !CQN5 L TIN AQREEMENT5 (l 13) San Pablo (114) Benicia (154) Fairfield (155) Rohnert Park -NONE- SCHEDULE 1.17 CENTURY SYSTEM CONTRACTS G. AD 5ALES AGREEiy# NTS (113) San Pablo (114) Benicia (154) Fairfield (155) Rohnert Park Advertising Availability Purchase and Sale Agreement dated March 15, 1997 between Century Cable of Northern California and Century Bay Area Cable Corp.and Bay Area Interconnect,d/b/a Bay Cable Advertising and Heritage Cablevision of Delaware,Ince SCHEDULE 1.17 CENTURY SYSTEM CONTRACTS H. Cd�ia hERC1A S R CES AG _ EME'ZN.1S -Included in the MDU/Bulk Agreement Schedule 1.17(A) SCHEDULE 1.17 CENTURY SYSTEM CONTRACTS 1. LEASED ASE$.S AGREEMENTS (113) SAN PABLO, CA NONE (114) BENICIA,CA NONE (154)FAIRFIELD,CA Leased Access Agreement dated May 20, 1998 between Century Communications and First Church of Christ Scientist. Leased Access Programming Agreement dated November 26, 19%between MultiVision Cable TV and Temple of Lave. Leased Access Programming Agreement dated February 20, 1996 between MultiVision Cable TV and Video Unlimited. (15 5) ROPINERT PARK,CA NONE SCHEDULE 1.17 CENTURY SYSTEM CONTRACTS J. C7=R CONTRACTS (113) SAItii PABLO,CA - Xerox Maintenance Agreement(On File) - Permit to Excavate in EI Cerrito Streets with City of El Cerrito, CA dated September 16, 1969 (114) BENICIA.CA - NONE (154) FAIRFIELD,CA - Maintenance Agreement on Fujitsu Printer(Oral) (155) ROHNERT PARK,CA Cable Com--Contract Labor for system rebuild. (On file) - ATT—Annual Maintenance Agreement for phone system(Oral) - Maintenance Agreement on Fujitsu Printer(Oral) ® Maintenance Agreement on Plotter(On File) K. UIV ERGROUNIi COiV'DUIT AND CRt»R'tt;GS AGgEEMEtU5 See Schedule 1,14 SCHEDULE 1.18 (113)SAN PAELO PR.ANCHiSE AND GOVERNMENTAL AUTHORJZATTONS City of San Pablo Ordinance No. 88-001 dated l`ebma.ey, 16, 1988,for the granting ofthe franch;seso Agreement dated April 18, 1988,between the City of San Pablo, California and Century Cable of Northern California renewing a non-exclusive franchise. County of Contra Costa Resolution No. 94/364 dated July 12, 1994, granting a cable television license to Century Cable of Northern California. Ordinance No. 93-55 dated August 10, 1993,Cable Television Ordinance of the County of Contra Costa. City of Albany Ordinance No. 89-07 dated April 17, 1989,to provide for the establishment and granting of franchises. Agreement dated July 24, 1989, between the City of Albany, California and Century Cable of Northern California renewing a non-exclusive franchise. ................... . ................................................................................... ..... ......... ......... ........... ......................................................................................_._._..............___. . ......... ......... ......... ._.......... ......... ......... ......... ......... SCHEDULE 1.18 (114) BENICIA FRANCHISE AND GOVERNMENTAL AUTHORITIES Counrt, of Solano - Ordinance No. 1408 January 28, 1992, amending the Solano County Code by enacting an new Chapter 7.5 entitled cable television franchises. Resolution dated July 29, 1969 granting a CATV" System License to Cablecom General of Northern California, Inc. Renewal Notice letter dated December 8, 1985 from Century Communications Corp. to Solano County invoking the renewal provisions of the Cable Communications Policy Act of 1984. Century has invoked the renewal provisions of the Cable Communications Policy Act of 1984 with regard to its franchise in the County of Solano. A new agreement has not been executed because Century does not have customers in the County and any areas which have been identified for development within Century's potential service area have been annexed to the City of Benicia in which Century holds a valid franchise agreement. Citz of Benicia - Ordinance No. 91-6 N.S. dated June 4, 1991 to provide for the granting of franchises. Ordinance No. 93-8 N.S. of the City Council of the City of Benicia, dated May 18, 1993, amending provisions of the City of Benicia cable communications regulatory ordinance. Resolution No. 93-64 of the City Council of the City of Benicia, dated May 4, 1993, approving a cable television franchise agreement with Century Cable of Northern California. - Franchise Agreement dated Juste 13, 1993 between the City of Benicia and Century Cable of Northern California - Amendment to franchise dated August 5, 1993. - Letter amendment to franchise dated June 13, 1993. SCI:EDULE 1.18 - {154} FAIRFIELD FRANCHISE AND GOVERNMENTAL AUTHORIZATIONS HORIZATIONS City of Fairfield - Ordinance No. 91-23 dated September 17, 1991,adding Chapter 30 to the Fairfield Municipal Code,entitled "Cable Television Franchises" Resolution No. 92-111 dated April 1, 1992,approving an agreement renewing a non-exclusive franchise to ML Media Partner,L.P. Agreement dated May 18, 1992, renewing a non-exclusive franchise to ML Media Partners,L.P. Resolution No. 95-173 dated February 1996,approving a cable TV franchise transfer from ML Media Partners,to Century Bay Area Cable Corp. - Franchise Transfer and Acceptance Agreement dated February 16, 1996 Resolution No. 98-33 determining that Century Bay Area Cable Corp. is in substantial compliance with, its franchise and ordinance 91-23 and extending the term of the franchise to May 18, 2007 Cily_of Suisun City Ordinance No. 607 dated December 1, 1992:Cable Television Franchises. - Resolution No. 93-29 dated April 6, 1993,of the City of Suisun City Council renewing a non-exclusive cable television franchise to ML Media Partners, L.P. - Agreement dated April 6, 1993,between the City of Suisun City and ML Media Partners,L.P. - Resolution No. 95-49 dated June 20, 1995,of the Suisun city Council transferring from ML Media Partners, L.P.to Century Bay Area Cable Corp. Comam of Solana - Ordinance No. 1408 January 28, 1992,adopting Chapter 7.5 entitled cable television franchises. - Agreement dated June 27, 1995, between the.County of Solaro and MI. Media Partners, L.P. Resolution No.94-140 dated.Pune 27, 1995 of the ward of Supervisors approving the transfer of the cable television franchise held by ML Media Partners, L.P. to Century Bay Area Cable Corp.. SCHEDULE 1.18 (15 5) ROHNERT PARK, FRANCHISE AND GOVERNMENTAL AUTHORIZATIONS Citv ofRohnert ark Ordinance No.486 providing for the establishment and granting of franchises. - Agreement dated July 25, 1995,renewing the non-exclusive franchise held by Media Partners,L.P. Resolution No. 95-108 dated July 25, 1995, approving an agreement renewing the non-exclusive franchise held by ML Media Partners,L.P. Resolution No. 95-109 dated July 25, 1995,of the City Council of the City of granting consent and approval for the transfer of the Rohnert Park cable communications franchise held by ML Media Partners,L.P. to Century Bay Area Cable Corp. Qv of Cotalii - Ordinance No.625 dated November 22, 1994 "Cable Television Franchises„ ® Franchise agreement dated January 11, 1995,between the City ofCotati and Media Partners,L.P. Resolution No, 95-32 dated May 24, 1995,of the City Council of the City of Cotati granting consent and approval for the transfer of the franchise held by ML Media Partners, L.P. to Century Hay Area Cable Corp. City of Santa Rosa Century serves approximately 1,8011 subscribers within the city limits of the City of Santa Rosa located in Sonoma County. Century and its predecessor, ML Media Partners LP ("NM")served these subscribers initially pursuant to a Sonoma County Franchise when the area in which these subscribers are located was an unincorporated portion of Sonoma County. The City of Santa Rosa annexed this portion of the County. ML and, subsequently, Century continued to serve these subscribers pursuant to a Sonoma County Franchise which has since expired. Century pays franchise fees for these 1800 subscribers directly to the City. ML approached the City to request that a franchise be granted for just this portion of the City. The City has not granted that request and no further discussion have taken place. Cable One holds franchises to serve the entire City of Santa Rosa and adjacent unincorporated areas of Sonoma County. City-of Calistoaa Agreement dated May 4, 1998 between the City of Calistoga and ML Media Partners, L.P. granting a non-exclusive franchise. - Resolution No. 95-62 dated July 18, 1995,of the City Council of the City of Calistoga approving the transfer of the cable television franchise held by ML Media Partners,L.P to Century Bay Area Cable Corp. Cog=of Nara ® Ordinance No. 818 dated May 13, 1986,relating to the granting of franchises. Agreement dated November 17, 1992,between the County of Napa and NM Media Partners, L.P. to grant and renew non-exclusive franchises. Resolution No. 95-74 dated June 13, 1995,of the Board of Supervisors of the County of Napa approving the transfer of the cable television franchise held by ML Media Partners,L.P. to Century Bay Area Cable Corp. Town of 'ountvtlle = Ordinance No.206 dated August 15, 1989,providing for the granting of franchises. - Agreement effective October 5, 1989 granting a non-exclusive franchise to ML Media Partners,L.P. ® Ordinance No. 247 dated September 5, 1989,granting a franchise. Resolution No. 1107-95 dated March 14, 1995,of the'Yountville Town Council approving the transfer of the cable television franchise held by ML Media Partners,L.P. to Century Bay Area Cable Corp. City of Sebastopol - Ordinance No. 0-5 IS dated October 24, 1966, of the City of Sebastopol providing for the granting of the franchises. - Franchise Agreement dated May 13, 1987 granting a franchise to ML Media Partners, L.P. - Resolution No. 4706 dated July 18, 1995,of the City Council of City of Sebastopol granting consent and approval for the transfer of the Sebastopoi cable television franchise held by ML Media Partners,L.P. to Century Bay Area Cable Corp. Citv of St. Helena - Ordinance No. 92-3 dated January 28, 1992,providing for the establishment and granting of franchises. - Franchise Agreement dated July 28, 1992,between the City of St. Melena and ML Media Partners,L.P. - Resolution No. 95-88 dated July 11, 1995,approving the transfer of the cable television franchise held by ML Media Partners,L.P. to Century Bay Area Cable Corp. Cia of Sor,�gma - Ordinance No. 94-10 dated October 19, 1994, governing cable television franchises. Resolution 4.95 dated February 22, 1995,approving an agreement between the City of Sonoma and ML Media Partners,L.F. granting a renewal of a cable television franchise. - Franchise Agreement dated April 14, 1995 between the City of Sonoma and ML Media Partners, L.P. !ic unty 2f SOnoma - Sonoma County Code Chapter 8 Cable Television - Resolution 95-1469 dated November 14, 1995,of the Board of Supervisors of the County of Sonoma granting ML Media Partners,L.P. a renewal of its cable television franchise license No. 68-10 and consenting to the transfer of its cable television license to Century Bay Area Cable Corp. Schedule 1.19 Century System Licenses BENNICA EARTH STATION E3351 BENICIA BUSINESS RADIO KRF811 FA=LD EARTH STATION E940036 FAIRFIBLD BUSINESS RADIO KVP949 ROHNERTPARK EARTH STATION E8905 i 3 R©I EtT PARK CARS WGK610 ROHNER7 PARK CARS WGV813 ROHNERT PARK BUSINESS RADIO KVP950 SAN PABLO EARTH STATION E3223 SAKI PABLO BUSINESS R A.DIQ KVP949 SAl'� PABLO BUSINESS RADIO KRFS08 11102198 SCHEDULE 1.20 CENTURY TANGIBLE PERSONAL PROPERTY Schedule 1.20 consists of approximately 400 pages of lists of tangible personal property. It has been excluded due to its volume and due to the fact that it is not necessary in order to understand the terns of the Exchange Agreement. A copy will be provided upon the request of the Franchising Authority. .......... SCHEDULE 1.38 TCI LEASED PROPERTY Lease Agreement by and between Oxnard Street Properties, Ltd. and TCI of East San Fernando Valley, L.P. flcia United Cable Television of East San Fernando Valley, Ltd.,by its manager, United Cable Television Corporation, dated November 21, 1985; Correspondence from lessee exercising option to extend dated February 14, 1990; and, First Amendment to Lease by and between same parties dated September 12, 1995. Address of leased property: 15055 Oxnard Street Van Nuys, CA Use of property: Office, warehouse and studio Lease by and between Los Angeles Unified School District of Los Angers County(as lessor) and TCI of East San Fernando Valley, L.P. EWa United Cable Television of East San Fernando Valley,Ltd.,dated July 1, 1986,with Revocable License(to install underground cable on property)by and between same parties dated November 26,1986. Address of leased property: 13301 Hatteras Street North Hollywood, CA (Grant High School) Use of property: Hubsite Leasee by and between Los Angeles Unified School District of Los Angeles County(as lessor) and TCI of East San Fernando Valley, L.P., successor in interest to United Cable Television of Los Angeles, Inc., dated October 1, 1985. Address of leased property: 11015 O'Melvany Street Pacoima,CA (San Fernando High School) Use of property: Headend Lease Agreement by and between Los Angeles County Metropolitan Transportation Authority and TCI of East San Fernando Valley,L.P. bWa United Cable Television of East San Fernando Valley, Ltd.dated December 1, 1993 with First Amendment to Lease by and between same parties dated December 6, 1995. Address of leased property: Sepulveda Blvd. &Oxnard Street,Burbank Use of property: Vehicle parking and storage. SCHEDULE 1.60 TCI OTHER REAL PROPERTY INTERESTS None. SCHEDULE 1.51 TCI OWNED PROPERTY None. SCHEDULE 1.63 TCI SYSTEM CONTRACTS A. MULTIPLE DWELLING, BULK BILLING,AND COMMERCIAL SERVICE AGREEMENTS Please see Attachment 1.63(A). [Redacted] B. CONSTRUCTION AND INSTALLATION AGREEMENTS None. C. POLE ATTACHMENT AGREEMENTS Agreement ent No. 10I87 -Pole Contact License Agreement by and between Departrzent of Water and Power of the City of Los Angeles and TCI of East San Fernando Valley, L.P., successor in interest to United Cable Television of Los Angeles, Inc.,sated December 30, 1983, with Amendment to Agreement No. 10187 - Pole Contact License Agreement by and between same Parties dated March 12, 1986 and approved by Resolution No. 86-327 on June 16, 1986. Original Agreement not provided Pole and Conduit License Agreement by and between Pacific Bell and TCI of East San Fernando Valley, L.P.,dated September 23, 1997. Pole Attachment Agreement by and between GTE California Incorporated and TCI of East San Fernando Valley, L.P. (agreement not dated). D. UNDERGROUND CONDUIT AND CROSSING AGREEMENTS Rental Agreement(No. 21-89)by and between Los Angeles County Fled Control District(as lessor)and TCI of East Sate Fernando Valley, L.P. filch United Cable Television of East San Fernando Valley,Ltd.,by its general partner, United Cable Television of Los Angeles. Inc. las lessee),dated December 26, 1989, with Permit No. M8816115 issued September 24, 1987. Address of property'. Los Angeles River,southerly of Tilden Avenue and Riverside Drive Use of property- Maintaining a 2 inch conduit SCHEDULE 1.63 TCI SYSTEM CONTRACTS (CONTINUED)- Rental Agreement (No. 22-89) by and between Los Angeles County Flood Control District(as lessor)and TCI of East San.Fernando Valley. L.P. fWa United Cable Television of East San Fernando Valley, Ltd.,by its general partner. United Cable Television of Los Angeles, Inc. (as lessee), dated December 26, 1989. Address of property: Pacoma Wash Use of property: Maintaining 5 aerial cable television crossings Rental Agreement(No. 13-90) by and between Los Angeles County Flood Control District(as lessor) and TCI of East San Fernando Valley. L.P. flk/a United Cable Television of East San Fernando Valley,Ltd.,by its general partner. United Cable Television of Los Angeles, Inc. (as lessee),dated July 31, 1990,with Permit Nos. 85615-A, issued December 20, 1985 and 85616-A, issued December 23, 1985. Address of property: East Canyon Channel(North of Rincon Street and between McClay and Hagar Streets) Use of property: Maintaining 5 aerial cable television crossings Rental Agreement(No. 23-89) by and between Los Angeles County Flood Control District(as lessor)and TCI of East San Fernando Valley. L.P. f/k/a United Cable Television of East San Fernando Valley,Ltd.,by its general partner, United Cable Television of Los Angeles, Inc. (as lessee),dated December 26, 1989. Address of property: Tajunga Avenue(1958)Unit I Use of property: Maintaining 1 aerial cable television crossing Rental Agreement(No. 12-90)by and between Los Angeles County Flood Control District(as lessor)and TCI of East San Fernando Valley. L.P. f/k/a United Cable Television of East San Fernando Valley, Ltd.,by its general partner, United Cable Television of Los Angeles, Inc. (as lessee),dated July 31, 1990,with Permit No. 86I30-A, issued April 3, 1986. Address of property: North of Southern Pacific Railroad Drain Use of property: Maintaining I aerial cable television crossing SCHEDULE-1.63 TCI SYSTEM CONTRACTS (CONTINUED) E. RETRANSMISSION CONSENT AND MUST CARRY AGREEMENTS KABC (ABC): Retransmission consent agreement. (TCI Excluded Asset). KCAL (IND): Must carry election letter dated September 19, 1996. KCBS (CBS): Retransmission consent agreement.(TCI Excluded Asset). KCET(PBS): Must carry by default. [No documents) KCOP (IND/L'P'.'v): Retransmisssion consent election letter dated September 11, 1996; Retransmission consent agreement dated December 26, 1996. KDOC (IND): Must carry election letter dated August 13, 1996. KHSC (HSN): Must carry election letter dated August 27, 1996. KLCS (PBS): Must carry by default. [No docturtentsj K.Mi EX(UNI): Must carry election letter dated September 25, 1996. KNBC (NBC): Retransmission consent election letters and retransmission consent agreement. (TCI Excluded Asset) KOCE(PBS): Must carry by default. (No documents) KP) N (formerly KZKI)(IND): Must carry election letters for KZKI dated July 11, 1996 and November 22, 1996. KRCA(IND): Must carry. [No documents] KSCI (IND): Must carry election letter dated September 13, 1996, KTBN (IND): Must carry election letter dated September 20, 1996. KTLA(IND/WB): Retransmission consent agreement. (TCI Excluded Asset) KTTV (FOX)- Retransmission consent agreement. (TCI Excluded Asset) KVEA(TEL): Must carry election letter dated September 25, 1996. KWHY(IND): Must carry election letter for period ending December 31, 1999(undated). SCHEDULE 1.63 TCI SYSTEM CONTRACTS (CONTINUED) F. EQUIPMENT LEASES & MAINTENANCE AGREEMENTS Maintenance Agreement(office equipment) by and between Carps Torres Business Machines and TCI of East San Fernando Valley, L.P. akia TCI (Van Nuys), dated January 7, 1998. `early Service Program Agreement(engine maintenance)by and between BMD Technologies, Inc. and TCI of East San Fernando Valley, L.P. a/k/a TCI (Van Nuys),dated April 1, 1998. Amendment to Installment Purchase or Lease Agreement(Contract Extension)(photo copy equipment) by and between Xerox Corporation and TCI of East San Fernando Valley, L.P.,dated February 29, 1997. Letter proposal regarding Preventive Maintenance Program for Computer Room AC System from EDP Environments. Inc. to TCI of East Sari Fernandes Valley,L.P. dated April 1, 1998; Acceptance by TCI dated April 1, 1998. Equipment Lease Monitoring and Service Agreement by and between SOLA(Security of Los Angeles)and TCI of East San Fernando Valley, L.P. dated June 11, 1996. *Service Agreement by and between PageNet(Paging Network of the San Fernando Valley)and TCI of East San Fernando Valley,L.F. flk/a United Cable Television of East San Fernando Valley,Ltd.d/b/a United Artists Cable dated July 1, 1995. *Service/Lease Agreement by and between PageNet(Paging Network of the Sate Fernando Valley)and TCI of East San Fernando Valley,L.P. Wa United Cable Television of East San Fernando Valley, Ltd. d/b/a United Artists Cable dated June 9(year not provided). *Contract expired, currently using service on month-to-month basis. G. CONSULTING AGREEMENTS None. H. AD SALES AGREEMENTS(INCLUDING BARTER AGREEMENTS) None. I. LEASED ACCESS AGREEMENTS SCHEDULE 1.63 TCI SYSTEM CONTRACTS (CONTINUED) TCI Leased Access Agreement by and between Thirty Seconds, Inc.and TCI of East San Fernando Valley, L.P. elated December 12, 1997. TCI Leased Access Agreement by and between Cable Russian Network and TCI of East San Fernando Valley, L.P. dated January 15, 1998. Channel Lease Agreement by and between Asbarex News&Advertising and TCI of East San Fernando Valley, L.P.dated lune 3, 1998. TCI Leased Access Agreement by and between Intervision and TCI of East San Fernando Valley, L.P. dated October 8, 199"7. TCI Leased Access Agreement by and between KMNE TV and TCI of East San Fernando Valley,L.P.dated February 19, 1998. Channel Lease Agreement by and between Media West and TCI of East San Fernando Valley, L.P. dated lune 3, 1998. Channel Lease Agreement by and between Myrick.Sharp Media,Inc. and TCI of East Sags Fernando Valley,L.P. dated June 3, 1998. TCI Leased Access Agreement by and between Mohsen Maderi Mejad and TCI of East San Fernando Valley, L.P. dated January 15, 1998. Channel Lease Agreement by and between Yuriy International Co.,Inc. and TCI of East San Fernando Valley, L.P. dated July 1, 1998. Channel Lease Agreement by and between Grigor Sarkisyan and TCI of East San Fernando Valley, L.P.dated May 5, 1998. Channel Lease Agreement by and between Valuevision International,Inc. and TCI of East San Fernando Valley, L.P. dated August 1, 1998. Agreement not executed, *TCI Leased Access Agreement by and between Nader Raflee and TCI of East San Fernando Valley, L.P. dated January 15, 1998. *TCI Leased Access Agreement by and between Iran Va Jahan T.V.and TCI of East San Fernando Valley, L.P. dated January 15, 1998. *TCI Leased Access Agreement by and between Shahragn Shabpareh and TCI of East Sang Fernando Valley, L.P. dated January 15, 1998. SCHEDULE 1.63 TCI SYSj�Y+Tyy^�Ey'vI}�C�{?'yTP,-kCTS (CON7IN L.BD "TCI Leased access Agreement by and berween T.C.A.N, Productions and TCI of East San Fernando Valley, L.P. dated January 1_5- 1998. *Two( 1 Separate TCI Leased Access Aveement bath by and between Diana Yepremian and TCI of.East San Fernando Valley. L.P.. both dated January 1 5, 1998. "Expired agreements, new agreement currently 5eing negotiated ,I. OTHER CONTP.-ACTS (INCLUDING DIZAI„ CONTRACTS) Agreernent(to provide cable television facilities and moneys to Grant High School) by and between TCi of East San Fernando Valley. L.P. FK/a united Cable Television of East San Fernando Valley, Ltd. and Los Angeles tl*uried School District,Grant High School site, dated July 1, 1986. Agreernent(to provide cable television facilities and moneys to San Fernando high School) by and berween TCI of East San Fernando V&fley. L.P. f'Va United Cable Television of East San Fernando Valley,Ltd. and Los A.°tgeles ::ni xed School District.Grant High School site. dated July 1, 1986. Quick Start Subscriber Agreement by and be-%4een Nextel and TCI of East San Fernando Valley, L.P. w la TCI Cable dated January 22. 199". Subscriber Agreement by and between Nextel and TCI of East San Fernando Valley, L.P. a&,a TCI East San Fernando dated May 28, 1998. Subscriber Agreement by and between Nextel and TCI of East San Fernando Valley, L.P. a/kfa TCI dated May 28, 1997. "Unilease" (uniform rentals)by and between Cintas Corp. and TCi of East San Fernando Valley. L.P. ",a T CI(agreement not dated). Security Service Agreement by and between Pacific Protection and TCI of East San Fernando Valley, L.P. Ma United Cable Television of East Sari Fernando Valley, Ltd. d/b/a United Artists Cable dated July 26, 1994. SCHEDULE 1.64 T+CI SYS"T"EM FRANCHISES City of Los Angeles(Ordinance No. 160408 as passu October 2, 1985 and approved October 4, 1985; as amended by Ordinance Nos. 161628 as passed August 26, 1986 and approved August 28, 1986; 162364(copy not provided); 163927 as passed August 2, 1988 and approved August 4, 1988; 168146 as passed July 31, 1992 and approved August 3, 1992; 170452 (copy not provided); 170783 as passed November 22, 1995 and approved December 24, 1995; and letter dated March 11, 1996 regarding franchise related commitments.) SCHEDULE 1.65 TO SYSTEM LICENSES Jyj2e Qf L iC: SL !Call Sign Earth Station E860955 ..... ......... ......... ......... ........ ...._ ......... ......... ........ ......._ ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......_. ....... ......._.... ._..... ............ ........ .. SCHEDULE 1.66 TCI TANGIBLE PERSONAL PROPERTY Schedule 1.66 consists of approximately 50 pages of lists of tangible personal property. It has been excluded due to its volume and due to the fact that it is not necessary in order to understand the terms of the Exchange Agreement. A copy will be provided upon the request of the Franchising Authority. a SCHEDULE 4.2 TO EXCLUDED ASSETS Retransmission consent agreements listed as Excluded Assets on Schedule 1.632(E). Agreements with call centers to provide customer service and telemarketing services for the system. Master Construction and Installation Agreements entered into by TCI West, Inc. for the benefit of all system in the West division. Data Processing Agreements with CableData and CSG, and all equipment and software related thereto, including any of the foregoing listed on any other schedule. ................... .............................................................................................. ....................................................................................................-................................................... .................................................................... SCHEDULE 4.4 CENTURY EXCLUDED ASSETS EXCHANGE Retransmission Consent agreements listed as Excluded Assets on.Schedule 1,17(D) SCHEDULE 5.3 CENTURY REQUIRED CONSENTS FRANCHISE AND GOVERNMENTAL AUTHORIZATIONS All franchises listed on Schedule 1.18 with the following exception: -City of Santa Rosa CENTURY LEASED REAL PROPERTY All leases for which consent is required are indicated on schedule 1.12. CENTURY OTHER REAL PROPERTY INTERESTS All other real property interests for which consent is required are indicated on Schedule 1.14 or other schedules on which they appear. POLE ATTACHMENT"AGREEMENTS (113) SAN PABLO,CA Pole and Conduit License Agreement(01-020)dated December 4, 1992 with Pacific Bell and Century Cable of Northern California,Inc.for the incorporated limits of the City of San Pablo and unincorporated areas of Richmond heights and Kensington in the County of Contra Costa and the incorporated city limits of the City of Albany in the County of Alameda from year to year. (114) BENICIA,CA Pole and Conduit License Agreement(NO007)dated November 9, 1988 with Pacific Bell and Century Cable of Northern California,Inc. for the incorporated limits of the City of Benicia from year to year - (154)FAIRFIELD,CA Pole and Conduit License Agreement(NC 35 1)dated September 19, 1996 with Pacific Bell and Century Bay Area Cable Corp.,for the Cities of Fairfield and Suisun and unincorporated areas of Solano County from year to year (155)ROHNERT PARK,CA Pole and Conduit License Agreement(NC 350)dated September 19, 1996 with Pacific Bell and Century Bay Area Cable Corp. for areas in or near Cities of Calistoga,Napa, St. Helena,Town of Yountville, Cotati,Rohnert Park, Santa Rosa, Sonoma, Sebastopol, and unincorporated area of Napa and Sonoma from year to year, Supplemental License Agreement dated February 10, 1998 with Pacific Bell and Century Bay Area Cable Corporation for areas in or near Cities of Calistoga, Napa, St. Helena,Town of Yountville,Cotati,Rohnert Park, Santa Rosa, Sonoma, Sebastopol,and unincorporated area of Napa and Sonoma Counties. FCC LICENSES 5YSIMM ME OE LICENU CALL-S19-NN' Benicia Business Radio KH3085 Benicia Business Radio KRF8 I I Fairfield Business Radio KVP949 Rohnert Park CARS WGK-610 Rohnert Park CARS WGV-813 Rohnert Park Business Radio KVP950 San Pablo Business Radio KVP950 San Pablo Business Radio KVP949 San Pablo Business Radio KRF 808 933 2537 L X H E,XCEANGE ,kGRMNM4T SCHEDULE 5.4 CENTURY LIENS AND PEP-NnTTED LIENS NONE 34402 ................................... ........................................................................ .................... .................................................................................. ............................ ................................................................................................. ................................................... NORTHERN EXCHANGE SCHEDULE 5.4 CENTURY LIENS ANIS PERMITTED LIENS (c)THIRD PARTY FRkNCHISES OR M-ULTICHANNEL VIDEO PROGRAa'VLMNG PROVIDERS IN COMMUNITIES SERVED BY CENTURY (113) ALM NX SAN PABLt3 In the City of Albany,Digital Broadcasting OVS,LLC of California has been authorized as of July 13, 1998 to operate an open video system. (114) NONE (154) fAIEE= NONE (155) RQMMRT_�AR City of Santa Rosa,_CA Century serves approximately 1,800 subscribers within the city limits of the City of Santa Rosa located in Sonoma County.Century and its predecessor,ML Medi,Partners LP("ML")served these subscribers initially pursuant to a Sonoma Country Franchise when the area in which these subscribers are located was an unincorporated portion of Sonoma County. The City of Santa Rosa annexed this portion of the County and Century and Multivision continue to serve these subscribers pursuant to a Sonoma County Franchise. A second area of the County,Roseland,where Century has approximately 1,730 customers was annexed to the City early in 1999. Century has had minimal discussions with the City of Santa Rosa regarding a Franchise Agreement. Cable One holds franchises to serve the entire City of Santa Rosa and adjacent unincorporated areas of Sonoma County Sonoma County Century and TCI each have a franchise in Sonoma County. The cable systems each pass 200 of the same homes. TCI's predecessor in Sonoma County,Viacom, originally overbuilt this area in order to reach its customers in an adjacent area. Schedule 5.7 Env_iron=ntal Matters (NORTHFILN, SYSTEMS) 1. Generation, storage, use, treatment, handling, discharge, release or disposal of Hazardous Substances: Century stores and/or uses propane, gasoline, motor oil, pesticides, cleaning solvent, glue, paint, and other standard officelcleaning supplies in small quantities in the ordinary course of its business. Batteries containing Cel Cell, and 12-volt car-like batteries are also stored for use at various Century sites. 2. Transportation of Hazardous Substances: The substances identified in Century's response to Item Number One above are transported to various Century sites. 3. Activities undertaken by or for present or previous owners, tenants, occupants or users of any Century Owned Property or Century Leased Property which could reasonably give rise to liability under any Environmental Law: To Century's knowledge, no such activities exist. 4. Release of.Hazardous Substances outside Century Owned Property or Century Leased Property which have entered or threatened to enter Century Owned Property or Century Leased:Property: System„154 If airfield) a. Approximately six leaping underground storage tanks not owned or used by Century are located within 1/4 mile of the site located at 2250 Boynton Avenue, Fairfield. System 155 (R.ahnert Park) b. One leaking underground storage tank not owned or used by Century is located within 1/4 mile of the site located at 595 Martin Avenue, Rohnert Park. C. One leaking underground storage tank not owned or used by Century is located within 1/2 toile of the._site located at 314 Quer Road, Sonoma County. ` S. Pending or threatened litigation based on Environmental Daws which arise from any condition of the land adjacent to or immediately surrounding any Century Owned Property or Century Leased Property: To Century's knowledge, it is not aware of any such pending or threatened litigation. -1e b75�43.eamttl14227a9 da Aboveground or underground storage tanks: �ys�e� 11� fl3enicia� Propane is stored for use at 175 Nast N Street, Benicia. stem 154 (Fairfield) b< Propane is stored for use at 2250 Boynton Avenue, Fairfield. S„ys= 115 (Rohnert Pare C. An aboveground propane tank is located at 3101 Sonoma Mountain Road, Petaluma, d< Propane boitles are stored,for use at 2200 Diamond Mountain Road, Calistoga. e< An aboveground propane tank is located at Monte Rio Hub Site, D&R 'Tract, Bodega Rancho, Sonoma County. f An aboveground propane tank is located at 2855 Bay Hill Road, .Bodega Bay. ga ' An aboveground propane tank is located at 595 Martin Avenue, Bohnert Park. h< An aboveground propane tuck is located at 314 Duer Road, Sebastopol. 7. Presence of gasoline service stations or any other facility for storing, pumping, dispensing or producing gasoline or any other petroleum products or wastes. In addition to the sites identified in Century's response to Item Number 6 above as having or previously maintaining a tante for a petroleum-based product, the following sites maintain and/or use petroleum-based products; Us= 113 ('San Pabto) a. Gasoline is stored for use in a 2 gallon can at 992 San Pablo Avenue, Albany, b. Small amounts of motor oil and gasoline is stared for use at 2358 Market Avenue, San Pablo. System 11.4 Benicia) C. Small amounts of motor evil is stored for use at 175 Fast N Street, Benicia. 8s Buildings or tither structures on Century Owned Property or Century Leased Property which contain asbestos, or asbestos containing materials or material presumed to be asbestos containing material under any environmental law: Century has not conducted asbestos surveys of the structures located on its owned and leased properties and accordingly cannot state whether it is possible that asbestos containing materials ;are present in such structures, except to the extent that the presence of such asbestos containing materials, or the possibility of the presence of such materials is described in information previously provided to TCI, 9. Reports, surveys or other written materials relating to the presence or alleged presence of Hazardous Substances: ft7S<l�,mtsuelli2T2i 9 S � System 153 tR,obnert Park) a. A Hazardous Materials Reporting Farm for the Sonoma County Department of Emergency Services was prepared in connection with the site at 3101 Sonoma Mountain Road, Petaluma. b. A Hazardous Materials Reporting Farm for the Sonoma County Department of Emergency Services was prepared in connection with the site at 2885 Bay bill Read, Bodega Bay. C. An environmental site assessment was prepared for 595 Martin Avenue, Rohnert Park. d. An environmental site assessment was prepared for 314 Duer Road, Sonoma County. System 154 (Fairfield) e. An environmental site assessment was prepared for 2250 Boynton Avenue, Fairfield. f. An environmental site assessment was prepared for 521 Railroad Avenue, Suisun City. -3- b7saz. iaazza$ ........................... ......... ......... ......... ..................................................................................................................... ......... ......... ......... ......... . ........ ........... ..._. .........__. ....................._ .......... County of Sonoma Hazardous MAteriatls inventory Reporting Form 2885 Bay Hill Road Bodega Bay, California CCUNTY OF SONOMA CEPARTMENT OF EMERGENCY SERVICES 2200 Ccunty Cetltzra'Onve. Suite Z21A 7071$27_4192 Gaaiawssa Maas atatarrisas�rrwrry s~4 R+�+�•lnaMrss CTS.+rartCarrsoer�t�e�»d!'besaew!�'iN �rBARait�Ga>,+a�nNG apt �'NCarrG sSt Cs;iaGr�a C'e� 1 r + � susmas NAUS)<t, Cesla:u IIs Area Cable Co aluStttlFS�p►tCNai t /5414-7410 gtt€ni3t7ttESH tel 2835 Ba 8i= Road ' SrA-assat A tt"rr3 94923 Bode at 1!s Cul$a: tts} Sac well{+caCs rs}a'+'r) a��� ga'sOZ71898 { CilM1�a1LrR iaM�C1l5tA7'aCN �,s 0%04"�"`ms{1t) q`Chirles l�fscche C iNa41 ;707/875-3661 #auauNG.C►t�aeas3S s�ef �eoe tt... ill Rd CITY t471 'aTiia} Hodeaea B2Y � V4"stC1WVrAL CCM'AV CONtACr N Steven LambCCN1`AC"►�iCl 07/584-7414 7CI5i3 "���� � 595 i�iart� An• Crfi SsAtet7 huere Park 94429. PrMsary EM1 RCffi+CY cr�NrACrs $own"*# Id Ted arms£{S�1 Dale Ulrich Trf%L= Tf PLt {moi �at tuvmss OMCNC 1= Stdsat+ES2 s�`iCl+6.tsi'1 707 581-7410 X148 i+•�4ta �t 1� `. 244+OtJ>r ta.s~CtaN afN�}k>f: 707/584"617 art � r� 7 w AC=LY.HAZARCOUS MAT' RiAL.S (AHM) t3i1 Yes 1'10 ttyia.aK�11�+ira+t Rar�wrs Qaa�.ratrY t sMrw d'++p+e'�rti s� CN Sa 1 �MM9 i�s+ w of�Ms>raMtsit i N � 4 AI3t3MONAL LOCALLY COLLECT INFORMATION t C*fwwamou i comfy OndK owns"of ww fast a m4ft gas"%"evanrin"ans a�latZeiatarwial�aan+ i"terrwlar►s"mwin" in mis sre+..mn arra s►.tt...me i awmaa w"is"0.ye�este.aera aee+f++oa•a. Print Kam at Cacsai"Om Prsassssre►t:+a eetf Cana B"«p�aaare d C}r.nert4�aen�a'i�f an saem � ......... ......... ......... .................. ............... .... ......... ......... ......... ......... ..................... ......_... ..............._....._ ......... ......... ......... ......... ......... ................... ................................. County of Sonoma Hazardous Materials Inventory Reporting Form 3103 Soncum Mountain Road Petaluma, California CC?UN IY CF SC NC mA Sz�A1 F-N f CF EMERGENCY SERVICES � 2'? 0 CQL: - Camtar CrNO, Suite Z21A W 7071!27-"l � 4 :6_A{ Gpej C.tliNfrlrs*+a�Gteaatsa+�tsvrtsta 3rrwwtairy+Tao+Kfnq rTawu.itrtmt�rs��..*wrtises+aeo•taawa;tLearnnrc�* WAi.$7C+U�Q Y:a✓�R!lE��H�t73 QrC{t+G iiS .0/1/97l.3f l �$PA=I CP # t fit3�:rfElf' Pa# i BUSue ca SS a+*Ctr�sts1} `�`•�•b-74 .aGG�tIS� f+s u r CP"� PfsCaltsssst rl A;r.M C"� a �+►{!1 CA 9+952 Ci1N#, SPC 4:ca 14 CIMT11111"P oPVkAue� 0#Ytii E. CPCA^=x•�c�tat e a OWNER lhfFC'RMA-MCN CV*40 NAMlE(!* ; QvvH�p!+Osw�rtst ,?c Y cIZ Cvwvt Pwwtl-4 Ai?Lt1R i t46? P.Q. crx 3 :ltiffiQ13t 44 ..W,�. p ° �triPFC�ttle�+tS"wi.C"�tP177,t�Ct t'A=ruwWM SCe�Vea La>rb. s- ., .�.P..�.� ,.rt't',�C."m�t,Cr+P;�r:�C'�iS�tr•-74i�® �Q 1 wG 595 xatrt; Ave a32�1� �j `OrOr— ArifttaYr 0423 INCL C`-NTAC 3 Sara++ °! aief Teel% L teju! Toe IN �SJYS�iClttlE,t."."t ; #L:�Pr�+ErSS�yt'ireiL {� 7 7 6.r7L 2�+WtPe r.rc,:s 7Q 71564-4611 14-m of Pwamc f-A 7Q7 -4 I M71121-21 19�+PPPPP�PPPf•P - P �� 41Ir I ... �� - Prr.r�nirP�rPP�rrPPP�r Purr ,r�PPP..P.0 PSP.+IP rffP�i�Pr ACtj!'E ,Y MAZAAOCUS MATIRtALS (AHM) s ON sn:Amm ME$ w+:svar*00 or-400-*a-.--d an,t::srfr srwr•.w� r.uwrr�+�wPr�i�+4r.rwr..P.rrPP�.PiPPrPirir�+�ri rrr.�. �PPPPrP r..r�iP�P - ACOMICNALP LOCALLY COLLECT= INFORMATION an p s c s - �PPrr��+•�,rrrPPr.n�PP nP..Pn.Prrrrr rrrrwPP S for"vadep pe is "M law am S K"o#af'oomy 4rfrtwaa arta A"MrttfilA triCt]ado it {iC#A airowifte ift!ilii tfff f flra N+rr fll!Pwfftrarsfiaa la Srtia.?CS1tf'laf.iM!f�aFttlaSi. n s °Maeswt aE Oaa�tasc�'' at*we w?Cow=f Cr► f"sce tin Q { G1E3 pant:?�OC'a++l{!b SCHEDULE 5.8 CENnTRY COMPLIANCE WITH LEGAL REQMLRENffi�t T S EXCH.AN,rGE (c) (i) Carnage of Broadcast Stations K.CSM. On December 19, 1997 the FCC issued an Order requiring that Century commence carriage of KCSM (Educational Channel 60) within sixty days of the release date of the Carder unless Century submitted within 15 days an engineering study in conformance with Commission criteria substantiating Century's claim of poor signal. quality. Century and KCS' subsequently orally agreed to defer carriage until completion of the Rohnert Farm system rebuild in exchange for Century's location of KCSM—FM translation equipment at its site on Sonoma Mountain. The location of such equipment is to become effective as soon as an agreement is approved between K.CSM's licensee and Century Comrnunicatiors, assuming there are no technical difficulties to preclude the location at Century's site. Should location at Century's site not be possible, K.CSvI will be added to the Rohnert.Faris system within 60 days. Compensation w-.11 not begir.until carnage ofK.CS'Nt-TV has been completed on the entire Rohnert Park system. KWOK: Or.,Tune 15, 1998 KWOK.requested carriage on all four Century Systems. The signal failed testing requirements in the Rohnert Park and Fairfield systems. Centjry did redeive the signs: in the Albany/San Pablo and Benicia systems and is making preparations to launch KWOk on the channel they elected in the Albany/Sar.Pablo and Benicia systems. (ii) FAA approvals: None (Also see attached sheet). (iii) FCC Customer Service Standards: The folio,,ging cities have sent notices of their intent to enforce FCC Customer Service Standards: (113) City of San Pablo SCHEDULE 5.8 c(ii) TOWERS THE CENTURY SYSTEMS 13)Cenjiia Cable of Northern.California (San Pablo) 2358 Market Avenue Primary Headend 30' 1390 Rifle Range Road OffAir Receive Site 80' (114)2Centna Cable of Northern Cali&mia (Benicia) Panorama Drive Off Air Receive Site 50' (1,14)Century BU Area Cable C=(Fairfield) 2250 Boynton Ave Primary Headend 80, 55)Cotury Bu Area Cable C=(Rohnert Park) 3 101 Sonoma Mountain Road Primary Headend 60' Sebastopol Hub AML Receive Site 80' St Helena Hub AML Receive Site 49 Rohnert Park Hub AML Receive Site 40' Sonoma Hub AIMI Receive Site 30' Bodega.Bay AML Receive Site 40' Monte Rio AM!Receive Site 60' yo=tville Veterans Home Primary Headend 20' ............................ ............................................................................... ........................ ........................................................................................ ................................ ............................................................................................................. . ..... ...................... , KCSM will be added to the Rohnert Paris system within 64 days. Compensation will not begins until carriage of KCSM-TV has been completed on the entire Rohnert.Parts system. KWOK: On June 15, 1998 KdVOK requested carriage on all four Century Systems. The signal failed testing requirements in the Rohnert Park and Fairfield systems. Century did receive the signal in the Albany/San Pablo and Benicia systems and is making preparations to launch KW OK on the channel they elected in the Albany/San Pablo and Benicia systems. (ii) PAA approvals:done (Also see attached sheet). (iii) PCC Customer Service Standard:The following cities have sent:notices of their intent to enforce PCC Customer Service Standard: (113)City of San.Pablo SCC�} HEDULE 5.8 (Northern California Systems) I. Rate Sertlements/Social Contracts None �a Other Proceedings (i) Outstanding or unresolved proceedings or investigations (other than those af'ectir:g the cable industry generally) dealing with or otherwise affecting the rates that any cable television systern included in the Century Systems can charge(whether for prograrrsning equipment, installation, service or otherwise) including appeals: 'one (ii) Cable television systems included in the Century Systems sub;ect to a cu.,,ently effective order issued by a Governmental Authority that reduced the rates that rnay be charged (whether for prograrrming, equipment, installation, service, or otherwise): None (iii) Local franchising authorities certified by the FCC as a rate regulating authority With respect to a Century System: City of Sar:Pablo Ciry of Albany County of Contra Costa City of Benicia City of Fairfield City of Suison City of Rohnert Park City of Sonoma Calistoga City of St. Helena County of Sonoma City of Cotati City of Sebastopol ................................................................................. ......... ......... ......... ......... ......... ......... ......... . ........... .. ......... ......... ......... ......... ......... ......... ...................................... .................. ............... SCHEDULE 5.8 (d) , continued CENTURY CONIPLIAINCE WITH LEGAL REQUIR-m.ENT"S (155) ROHNLR PARK RK 1. die ento f v.MI ,i Parrs,L.R..Superior Court of the State of California, County of Sonoma,Case No. SCV-208633 2. Gam, v. Century oma*,unic-4tiv q.aj.. United States District Court, Northerr, District of California,Case No. C97-0431 EEL 3. C=g ;Ual,v.Lea=Corn nr ation t a.1-United States District Court..,Northern District of California,,Case No.C 974064 CW (iv) Unresolved complaints pending with respect to the %r.PST tier of any Century Systerns/pending rate orders With respect to the Century Systems that are being appealed: Unresolved C.PST Complaints: None Per.ding CPST Refund Plans: None Pending BST Rate Order Appeals: City of-Flilfg1d (local order adopted May 1998; appeal filed June 1998) 9342.4.1 2 .................................................................................. ..................................................................................................... ......... ............................................................................... ................... .................... , , SCHEDULE 5.10 CENTURY FINANCIAL STATEMENTS CHANGES OR EVENTS NONE SCHEDULE 5.11 CEN=Y LMGATION VARK (155)ROHNERT, 1. Ildt 1,2, Superior Court of the State of California, County of Sonoma, Case No. SCV-208633 2. M ons, et al_United States District Court, Northern District of California, Can No. C97-04:31 EFL 3. v Cue No. C 97-4064 CW United States District Court,Northern District of California, ................................................. .................... ............................................................................... ........ .............................. ..................................................................................................................................................... ........................- SCHEDULE 5.13 NAMES AIVD►POSITIONS OF EMTLO YEES [Redacted] N, OR.T:-:ERN EXCHANGE SCHEDULE 5.13 CENTURY PLANS; EMPLOYEE,MATTERS (b) ENTI.0YEEBENEFITPLANS 1. Century Communications Corp. Retirement Investment Plan/401K 2. Century Communications Corp. Stock P,-wcchase Pian 3. Century Communications Corp. Health Durance Plan -PacifiCare (HMO) -HR.BA: Health and Dental (PPO) 6HR.BA: Catastrophic Health and Dental 4. Century Communications Corp. Dental Insurance Plan 5. Century Communications Corp. Flexible Spending Plan 6. Basic Life Insurance 7. Voluntary Term Life Insurance S. Tuition Assistance Plan 9, Employee Advisory Resource(Employee Assistance Plan) 10. National Cable Television Institute T raining 11. Short'Terra Disability 12. Long'Term,Disability 13. Vacation/Holiday/Sick Days/Personal Days 14. Worker's Compensation ............................................................................. ....... ......... ......... ......... ......... ......... ......... _................ .... ......... ......... ......... ......... ......... ......... .. ................. ......... ......... ......... ......... ......... ........ ..... ........._...... EXCHANGE SCHEDT TL,E 5.13 CENTURY PLANS,EMPLOYEE MATTERS (c)Collective Bargaining Agreements Employment Agreements N©NIE SCHEDUE 5.14 CENTLaly SySTEMS F'ORMA'TION 5.14 Century Systems Information (a) Miles of Plant AERIAL MILES UNDERGROUND MILES TOTAL MILES SYSTEM NAME 87 23.5 11 i 0�5 .113 SAN PABLO 23 89 112.0 114 BENICIA 86.4 273.5 359.6 154 FAIRFIELD a 155 ROHNERT PARK 767.3 285.1 IC)52.4 TOTAL 963.4 671.1 1634.3 (b) (Redacted] (c) [Redacted] (d) [Redacted] ............................. ............................................- ..................................................................................... .......................................................................... ................................................................................................ ........................................................................................ ............................. .......... SCHEDULE 5.14 CENTURY SYSTEM[INFORMATION (e)(i) Stations and Signals Carried and ChMel oLitio See Attached i maim U11.1tT M 0 CmqTURY A' words about quality. Out,Century C-mumer. Moles hs eiwtys baba ane of tht tree advsttga of Otte tderuna s.Cnntry't Olde lmerups Ladudt tamothft for lust about wwyusj fom ht6oyises radspots=fres to ;aavis bulls tad tsstu:s lseais.And a the rmge of pncteme ahrca Est teaddy tmprvrod over tht?"M sa hs the quality of Obie prottnruiag.a'bs procure of able at wurco of uaaque and toaovaavt taitrrton is bans refitted man nrdsiy aaeh day. Today mazy obit uatwais art unvsung ha Ttly in etaung thdr ostia ling aaiog tadudtag scutal sats and:adult?*mads•�Otit films Asia"an$valve top ... F'.ailrwaod stns gird lading watt"aid dirwom lu lwad of quskryhas Am pons urstotuad by its tdwrian indicts wkatz bsraw man torted$mmy Award,m Otis uttraria evey yata Ceaasry is preud to bmg you aka fend of quality kr fits,wry much we o$r}oat sa ourarcding asap of Oaty tent far year mars hotrobeld You"A find extemss spouts cauen a*4rb muslia4 cmp6n9 dram mpi+t fisc wmtas4 dare fdsM blackw"movie.apaacidw=90"rad much}novo As t twit of taasrei pngrrmeeing mq t luras,new 6mamit tend ase r"Wis s"s if Wool ib%omit of aur maattiy pries will dsetp b 3dy m saaoidaan with FCC rgptlmem.A$asuman of tars eblents is kasd below to saved that we an dmag ail we tae to told down rats r mach s paesahk At the s>ms true aro renins dela si to peavtdtat you wuh as savoy of 4u&q vter"dares sod gasrsstold, m-arse brat!Plnsa seo the rseelse suis of tats must for s amptto ehamil kemp and now pica IML Your r dmitaa to tar tap pnodty.We oppseate year busisom sod took$$nerd to satMagyms.Stir WAad. Cavtwfy Cossmi stades Old Now Ants Ross Baur Celle $2637 $21.22 Crca+ry Sdees $3.W $4.00 tara3rti a rad SWOM Charter Houdy Seri23.19 26.10 Series Charge 2437 2.7.97 hstillstm of Umnrad Home 2133 24.07 2nadtatm of it'ewood Hoeme 22.15 2436 Insmllsttaa of AM Camomon*'Ili Install) 22.15 2391 Imnllstim of Add!Ctowdles(*090 InKII) Istao.sat C mpm I ams 317 all Stsdtd tanto 349 653 Unteomi itsmaw Contains 360 393 1.46 1.84 Ceruay Casocssi If 912 Sm hisio Armue Albany,CA 94706 514425-9567 Who Hsu. Arians.Tut.WOOL,Ih Foto 530 as to 5:30 pia 'l hmv 230 am to 1:30 pa Lam fumist Aitttto2iw tsr s Awn !OM Stn tails Averse Aibant(A9470g (3101 574.9293 1 _..._......................................................... .................................................................................................................................... ......... ......... ......... ......... ......... ......... .. ....._... ........ _.. ......... ......... ......... ......... ......... .......... ........ _.. ...._._....._ _ _ _. ......... ......... ... ............. ... ......... .. ............................................... 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Cflat97t�tilliti'�Ytl1a'� Gtaaitwfaraar�. aaitiRSM3wwaree..«F.....„..fwapatabt (aearraerrawraYurkwrol.=�.....Ata9 ArAAbub ii'iiwo.inowawlesorrr wsw+wwi.atewrwwriwrwri AWA wU~m,P*"andtihwrot rwita ma!oorwrrt Jlot N tkwa 0"i5r clamm Atwwaaar' Lar patron kw—...err ..-Sol tdwoio Hoo_...,—..---....'IM arrows arraoa ew S+i todaelrr ar.tears ast uaart 4w3a e w Arra Ciawaa.+rwallor�aaOrrLaawrurrrwrwtri�rruYtrwy as rwrw aom wrorao-7 wort waoo aYrta ft 441X#Itilws'11rYfti! 1MaalorwlwailttrtwrttYiftirlrwry(iawrWwfftrey 4idWONCAWYAMINWRIPS �a� Bgj � I Ct)7A71 9 i Pt+2�t 12il1aiat.7o aMiTURY COM3WMCAnONS A feud words about quality. Low C.areatry CUMMer. Choi=her aiwalr bean ere of'it west tdstatasea of=it ttiwtataa.To tarda*v you ltwa to many Chant to ponbia,Caneul G0UMwctaom at c dee Perone of o ryetoc%*stale With the wsapisatoa of d9zr protea ws wit be eapandias onr ibaup and smmtauat to proalde a wide retftl 1 6ot>mmL leum to ptadtuq t thenad reWst face tt your lead Ceatetrl 14EM and In ar knew w3xt leer mtarest tee We apytaatta yoea tsagPes!dames tint eastmotwit parted tad look ferword to peovrdins a bssb 1a►d of Qatiitl raw and c dtc future .._ ... An t twit of taa:arad PioVNNUW oast;c9attate tad EVA" tf _ aPpleahiR+onto of nae memhiy De"�wdl ahanso c lana m eoaaedeaae wttli FGC tssaeiainmtt A ateamttY of tltaait chansae tt ltsed bd+na k aatm+ad tlaae erre on dams a1Y we arc to add dente tett a mudt an paeihie At tiro tarot UK are tannin dediaead to :"as you wath ae atom of Rialr7 vtawms dtetan and sa,oa ion"4 oueeme t"ca, Plwe tea the Wryer a tide o fthw natal tar a era plate aeanai lamp rad row Peat Ile. Yauoatlefartton r oar top ptontl.We prptoa,st lour bararr mod look fivanrd to sawtatVas Still noted, lqu* Cetteary Cacaetakanomr Raea:Cthle 82273 $23.19 cow"$dee 5.01 3.S4 leta0tltee ori Senile C.leepo Heady$amici Call ln:alloeao of Woenired Home 44.36.13 11 3 .14 "." farad3aae r of 1l+aritwi Hemi 33.20 25.44 lura lkilleai dAdd'!Guinean(Siad Sn*4 11.00 13.31 isalwas of AW Caaaaanat(Svelte Stag) 22.00 24-34 cbwvm Sur.Renate 0.06 Cmrvoin" NasAddrometWe C9S 4.83 A"Mmbie 2.37 1.36 Witter Maatweaae 071 1162 tSrpwT Colemangiere O&W Rana 515 Mreer Are"%IAM Fads holes.dna Frt.;8 an-6^So.10 NO Pan 1001 4eeed+res Seems ..._.. t.4aeo.little F�;9 M4 pan ....... 211 W*O,Gait *p lifer.ria+►Flt.:$am•6 pn Rabotrt @tick 311./617 a Sweet 94"49 a Nepa W*90.1121 Wage 3*Mum Rea,caladwat 174.3133 1GCAt#ItllClil�iAgIS1' t:iR f cteia 701 Wut$WyaAve Gert,CA 91931 79IaM]0 I -- P44294:as 1a1m>o COTAT! Amd Tw i,St1a a 1 C4mtaY$JAWt'rWtW(PM 0 23 QVC 2 K MV(FOX aim 6E4 a 24 S,apowimeaTU 3 tsmer"3pue Naewwfi !2S "-TW9WN*V,"k iwte<" 4 MON (NECsma Prammms4a) !24 Dirmm wy Ch4m4 s KPCC(CBS San Aroaame) 617 scpA atn" P K*4d*N~ 128 TAJN-*%*N*kmI*Nw*%&C2 7 KOO (AEC SrPemrm4e) 29 K:XV-s MMSsmJea) 4 KZZD(PES So RUAW e) 131 CANS=411 10 M-%kND 4lm1m A".) 32 Di*wy C 6064 s'2 11 LISA Netmtmk 33 Maw Clio"M4.es$) .... 12 IMHK-4 NIM SM&rmArta) 34 CAobiw Now*&0 13 11S}PY-20 4"W3$at P:wemsm) 33 14 K M14K*prwie 31 K357(A1GL +i! ) (M$am 19rmmwaa) 37 1#mtwra 1s MIK-21(msma Pe"*) 3E AIR 11 AMC-Ammitm Mew Clwaemm 19 VMIAOX SpemYr E4y Asst 11 1C.CSR34(NDSMJam4) 40 Th*LawwagMoog M a4IC 41 MIN 0 10 WPANM*W4mdtr Chu%,W 42 Idy,V 20 CNN 443 '1hm1 WA*C.'6004 21 MCAT (M C.amwa9) dL 44 aha mama n 22 KILM22 (PES Acute Pak) NU 3iE11K#IMCMM USautJugtfEarMtact Ctl AM ♦h*Mm.dltwral(1lq~<6i4mmOWAO wary ......- a C40"*AW Cfaasi(Amm&*Ar*OV4 OsA4 At iW •...••. Cf.YataYBrkmtTlc►mw{Palt'1►"� ClAmataWhSaaiw 14r1e4ml6O"Qw*wy$Ih" 49 C trrmwa SOtpttti,maw V smmdi Oma vmt»....._......._...... aim t2 .,..._.._..._................__.. 3.18 10 Clw adt loirai p4 agme�a. 5488 beak&#,alk ami kat we".60" tQCulIEN1'i C1l1!'w uu=?OhJ#...................U.54Ctam+amr4 9mp++aram.TESTTtS CAmmmtl NmwA�tm�lrim....._.............._.....11.E FAMMOt'" tC1_................... Stoll swrw........ _.. ,..__..-----Stoll BSErCloditE+tETr CYmim-....,......_............._................85021 uartwrmlrtmm�memlitwrm.w.....5491d T7re?Ltmw Ciwmm d.._,....,......„„...._..51021 1r oEMmr at a piYmm mi .._S2xdd 14rmammnii NON"is WaEara4tatdMrmii41aMmMlmml AiYwaaiS3mlie._. w._.,..__...9341 r."at Mra..................._._.913,31 IMMI Ya4taNd mt!swtampllMa Cmft!wu=?f=1'lTSEi.'MW 1306mm W04-.»...._..._.._.........,vast #mkoe himt144�wf1� ........I.SAM * 4 .t*mw ".°"•'•"•• Sa1wtSYimt3p.mutEastY (ma4t+�rr�+mtRom8mrr8.-._....918! '••"'«• fjy►rmrq,..__..........._....Stwvay 14mm+1PSwr,tli�..._._......,....._.32tgf PMwrSrirpY�lir4('mr+armmm ,... #5!!i 9llmC Las Pyaart M......_.._,.................. 54.73 14marr AAtuaik cmmmmair marm rrr�aatids�a�e+mi.mramlaa.mi.4►" 44rSamaaa3mrmYmmiklkLfmwmm�r`~Litt ilmmra�srm�rtwmrrmr+wPr.+imm► Al rawa4�imYgmrammm�►w4r a4 ai�mh�ilmmmaamaawa mmr.4ir41ArmLrAw w+itiilr+mrm.>Z,mlms Ori srwwrmwirmmmar�rwYnnimaww+r-m+wrwwWislam3mmaiiamlram4mio+Y i�rdtrr•mrm�+ ariir awiy»arm Lam kkk bmi w im mar s kwasr*mri..WftA A ma SYrraieimPm�w4Wwaai AaYw 3aw.4t sW 11mrs'l.rwr481m► 0M 2,100 CITY W SF9ASTOPOL i rtuz� szst lama CCENTURY �N CAMONS A few wo-rd s about Gj3tahry. Dew CAnvm Cuttoma. Ct mite hr aiwa r been sae of the smat tdvctgw of cilia tdtruton.is Wwo the Tau have at MCI dhaM r poeetbiS C�M"Ceatasuntaame is a t$e pnsaaa of a s Mem uprt"Wtth the aaasplason of the prslsat we+wl be aspWA q our laaaap and=tmus to pravede a wide vafirT of prapatiomtsq Be ft"t*ptds=P a tharad eyutrt Corm at law Intal CmWy office tad tet u imow what Tour tnte ate U%We appvtaate T Wr r4nmt durmt that ataetntaion petted and look forward to peavtdani a ht{h level of quip now and in diefutua As a task of taareaead ptoittmma6 ol^wASSO t and Sults re requttamasr i ....> tpphoabi4 tome of our tsonehlT on=will chop a June an lawdaeat wWt FCC tquimonc A nanm"orthaee dmiatuo lined below to mond qct we are dein{# we ams to hotel down tsars et much rpoo6s At tht time amt,we ramaan dadtaatd to ptevtdeq yam wtth a am of*OIA7 view*&"an old p aratead,aaa•tmu tetania Rove tee the tavern Ada of thus nomas for a eanowe ahamd imp end new pan 1s¢ Yau sasafidtoe s oar top pnaaty.W1t apKxaete Tau busnim and keit fsneaed to taa"nnt Tut*Stay rand Repardf; Cmtstr7 hoar cu Fin► ho Ala 3404 QUO 527.32 571.3% Germy 341*02 3.61 3.31 istealk"aad Sova Cfa" 72.12 77.55 Houdy Saenn Chris 41.25 42.1! iestdk6on 4N%wtrsd Haan 23.70 44.44 inat&44Q of Fnwa+d Hasse i 1.00 233 S inatakisos ofAdd9 Casmdaa(116641 iesaiEl ioatallat+safAddlCamad s(SomeW014 22.00 2434 SOOM Amato 0.06 Ceawttre A93 Ail NarAddraeabie A7 7T 1.25 ddaaeabia CTS A53 Wire=Mustaaaete CaMn7 a mmdco Nss Mae Hass 535 Maas Avant,Wow Patti Man.thtu AL.9 an.5 pa,Sat.10 am•2 pa 1001 breaiwss Seems Mm.thty;Pn.t 9 ons•5 Ps 711 WWW cdolp a..--•-� Moa that Fe►.9 as-Spa Rahseet Pair.551-451T•Saaan4 936iW2.Nq*VdSal+353.7141 iadap Sall Mas"Ata Caodra 174.1173 1ttx f went Aitiaitr7 car rtartwwa 7110 iadapAvanoai 9abatyd.CA 05472 its.11ss s a6*$a k2112b0at13 Cay OF Si3MTOPGl 0 1 Cedwy3aiwt rwket(Pm,n a 23 QVC 2 r.vi k1ox 0aiiao0, 0 24 Supa timaTSS 3 ispv h*Sp*eaa Naawaah 44 2S TNT.T~Nat+wkTJ.*w i'3 4 MON (NSC San Sasta**4) f 24 Cvaaa.aay Chtasd S XXX(CSS Sea Awwwa) B 21 ScrR Carmad 6 4ms"*Nww 021 743N-TIa*NwbK1*Nan.aakC: 7 KCO (ASG$a Fromm") 29 r-XV45 (?ND San lave) 8 LOW i>atliomm(Awas 130 ISO Ce 9 KQED I'M So him"n) •31 aftem e C� 10 KrN.50(240 Soft lms) 32 Wavy C OMA{'I 11 WA N*twwk 33 Ton.r Clam M. <•.� 12 KSl4Ca44 PW Sao%M—1 34 Crtaan N*wah C2 i3 KCN-20(Wl Sao Fa*aana**) 3S riia miadsaa 14 KDTXI4Hispra 34 KPS'1'(VDVaUq%CA) (Noses imna) 32 Iddlma is )MIL26(NO Sea I4*ras*b) 31 All 11 AMC-Ammmwa Mw Clause 39 VHIAVOX Spas vw Atma 11 lace:-34(VDSrtloaa) 40 Tail Lowness MONA 18 CNIC 41 MTV n 19 C-SPANMaW*AwChmi 42 34WTV 20 CAIN A43 Th*M*auC%a W n 21 rrNC.42 lkm C.4014011) A 44 Sh*wama 0 22 KAC.2-22 (M lahaut Pain) PAIL UMI 1KUM MSL QK11MO C Y SRKT CMAMNii't A,Praara a�tatrl(Rtpt*vehiiaeiCaC.rmraa� •Catrry3ah�tlaarl{AvaifaY*!V C1aai O.Nlariaa�l) ........ acam"Sabo ndot(Ptprwv w) OAVAA6Ea3wa6 1�tL31:Rt�i ii._......_..............mia IQtvbowL;ilijaw lau*eoik�tsmataysakat Caaw�Yan t4aaraihmu*Mm ......._............._....30.13 18=C31UZ..........................................93,U luii*raYit .._...._......W...............AIA lm4ca%vetk ami hast taaar ehaaask lta*PAK40.................._................$3.06 rAlatM Iit mmams._............... ._........,SD.a3t S*praaurTL{t7YT,�++fChaoa$ S11�ti>4 �1• Sa•A e4 TML I1adSaaWt al a aawmai burr........_.$q.1i t*aeilara d u pwwrai hams.._.._._,StS.i4 PPlllKCtii 3N4K W iartSur E t Yrtaoi aaaaaaYao HM........... ...................................21021 ........................... iIS2I Sbarl"-.........................................21021 lwetwr*faWa*tlarraaur Civaat._...................._........_....._.....2102! Tell Uwe Claud...........................31021 Maap*ESames boom"Cmikaarti ave (*a 1"m*1*4 to baso .21; Aikoari0ahr._....................... Mo Hsm*&wK"Cknp........... Cffww 0=12=Timm" mso. e 3Y6atTj4Wtiaama(par+w $415 t+aaPtYMAUhe __.._...__.. ._...8i.74 ......« SabrtTii*tSpreilais RauariChwkPr Paartat3aLae*utwiit{rratrwd.....SSM 01i3lAl,3a13SC 1 ` aOCStt*oois1041rea1,K9taoii>04 amsu+Deana*i................................as$ to(3kw&ahu 101aai M ware.......Us$ •1@WMAiha6YCiewaa , Dau ave*arrhir aawe vias,riaai�w►'° ta.You*SrirdOtuihi Daanans wed"lew lave Awfaraam aahaeauue a!t sraaa+ai+hrarmm aJ ta.lt amiss!*+ga+*roearGivattrrLraiwwLw**i ®+*r awwYkaliairatMi twe rtYi r riaamiht tear irl irarLaaat a&rat 9tai f*aaaaaaat aaiirt wjmw eat i*old"les use s"adokrr+*r*ma*M%"Jmm taraveaiarranktraaR 0rsre swarwr k sri.usa.2*w 2,A00 i j �OtN3Yli2 aaezgrtattiaax CENTURY COMBONICAnON3 A few words about quahty. Dar GmtuM Customm a*=has aiWep been oiu of the poet adveuages of aislt tdevtsims Ta Wow*that you have as mm7 ChaiCr as paMbir Costar" it as tae ptocrt of a cynom upVtda.Wteh the Univisaou of the pseie(t we wii2 be taperdmg our lineup tad mrtmue to ptovtde a wid#venal of SroCmmiat Bo vim to pa up a danati "at form at yoar pati Geste?oHtet tad 1e us knaw what TOW tntarato tta.WIN appterteta your support durtog this commuaiar peted and lank fatw-- top"141" 4 ho lavti of qu"T now sad m die fuss. " As i rteik ofwamie ptovw mag OWN mflaam and 9anokne rWjVVWAW If . owicili4g sorsFCC rqulsnom A as umn of thm eget is kstad belom It muted that we ate datag tit we an to hold down mat or much rpambia At tha same USK We renin dadrsated to ;coviiing Tau with an array of qualuy vi VMS(}resat(tai p wwtead,*m-ma tarnac Please eat tau Bever two of•!ie nonce for a aomice ohimd ktresp and new pace lea. YautsurfaCtm s aur top paaaty.We epprtuas lour buaiaAs ted look feswrd a serving you.Stay tuned. Rtgu* Caotusy Commumavoom 146m" tteeCtbie fiCS g27.M Corm"Slee 2.2S 3.00 hsl+9atNa ail Seim Chat" 22,13 27.65 Houd7 Stavim cwv Wtsitrtlat of ilavend Hale 44.26 43.14 `.`."'. hsoAttaef howsati Home 33.20 75.44 ...._ haatlanm of AW Ca maim{finial Ie� 13.00 15.21 WaUaaat of AdA Cmucti a(5epimo k0d) 22.00 2424 squomm Ch"" Baste.Rsmato Comertan Nto-AUravohte 0.65 0 AddtssHe 2.27 1.36 tNlrrgbGsmteeaat M71 A63 CimomCummirAmOm 221 Wepoqei 02 Cdmqk Ck 54525 963.7122 ....._. ` 08m Hahn mad"6m fetday 5:00 an to 1:00 pmt•2:00 pro to 600 p® Icttt f iMrct�g AitiOftlf Care Ymttte� 6S so Yws Y«trv"CA 9450 9e4ag3l 0 'lou>rtV)ctt tBtgT 8211JIM20 A..b.aa s,saws Ct 1 CwarySissT,dsat(P9v)C2 21 rm4c•41 (IIS?Carar4 2 KIVU (MX 04d" 22 K3tCS cum R06mnMCI 3 KCAA "CSwrwmw) 23 S%Vmtaara IW 4 RRLN jFBC3aA-mom) 24 Hcm&mpmgS*w da 5 KKX (CBS SaaRraaaaa) 25 7Ptt"-:rasi4wwATA6w cli Stow os aaaoa 23 Ory Ciaart 1 KOO (A=5u ROM.*) 21 SiA C60621 1 EM tt clvm 4 KQI7 (99 swFft maw) 22 TNI4-Tia NaaFantlr!iaawaa0 1'e cm A 31 3Aa.aaaa 0 12 KSISK-" DO aro AWAY a) ♦32 76 MMM CLaaa)Cl i3 K0FMO po Saa pram) 13 Don"Omud Ca 14 34 MXSpwoIgAm i S NN&Abdm 35 75a Aiadar Chea! 3 Ha%&*Plan i 34 evvar hinaaaia 41 i:fraiaar 41 81 'Ieir cu*&,i. iI AM 4F 3i Y1#rarraaart SiLaarea i4 ?is* #aa1 41 )MO 20 USANaaa+at ML SS!'YSCS IMiSi M SS CAN AN MW Slit CLUM LSTaara*Mai(7Ea~A+Ak-WaCaMwO ef.. .e "`.�'« •ta�7�Caraai(Araiaih�11rG1�aaulCrA+lAri+� AGaaawSaiat2Llat(9ap2bVpg CSAwdaiitia,ia�w FJZL mavvmcuu............._........MOM aqtvmimwcRAA0ii IawaaibpiwOmwy3A%lL Caawmn Ba�f i_..........»..................._...iilaS Adioml{a .._. ............._.........a12i bwAsu%G&VA ad wal mm Amob IMMUMN ........... _.St0i C»WA=Olt" Garan Nowak ud tw a fte d s MWIM"irra...w.-349,14 II&araawamukAaa................ZM SsalrrrdapwawriLara ..__S25M Eaaolrw d aYfrad aaraawa HiuWlt>t[= (faaaaiiraalj..............................»slut 2410.-- __. _._..__................-as$ tarai�wu daYaradd aaaarrwa mew ...........4*15 Sapaara3a+wlr._ __ .31494 21a airy c%wmd_...........................Irld Chao 30 %aam"capbumiraim 00iR..a19 —Alm SakatTiviaeM6aNaa(pyar+aaana ._......14>I armousiamr friTilM3tanalGwla d.aupayrwtllr__.__...._............ ...Jm,7iS lw_......_,. __.....3SSAD FttsrrldwtlaoAiait(paa ywad...U at •aaa+ieir AiBraaiiaCaa.�ar i�aaadaya+aiY aawt�aw a.�<ai+rh" awlaaaiwl�ra�OwWat7Jlwaaa<a..�LiL IYwuaa►aliaaiarawmiirar h8�aaaiaiysawadnaaew.irraaiM�aa�{�wwrrat+aaar'8aiaattraiaals+aia++arA lana aaiaaw�at aw+aMra�adlraa.ak 4rb+Yaa rawtiad aa�a�ar+<ihr faaYaaja+a� tii.swdiidsAar awar+an ati�.r w iriri4rai+iw lYraasraafa�aaraf�ararit3araaur7W.aa.e+nr�r..r�wawila f00 SONOMIA COUNTY 0 T8s245 t2f;2e0t)2a9 g�T���UR�+�Y�`/t,�a�t� COUiiTi�L/lvi ilsAnONS A few words about qua*. Dar CaturT Customer. Chatct her adwt?r bye ant of die ova 14vmttSa of mbtt talwtvaa.T6 staure that you hove of mm y 3tatatr or poaabat Catur7 Commuaactaaor is as dto proem of a frte n upirs ia,Wmh the R4u*le0,on tf%Isar W"ta we v d1 be etpandmS we iiowp tn4 4ottmnue to pmvtda t wide vmstrT of provw=.mS 8t%we to Fids up t mtuad ratlueet farm rt tour le W C4vtW7*so 084 it ur im4w w6t tear ugumm stns Wt tppmstt Tie`fWpfA duras this car-mc con pesad mad 14ok forward to Prov-404 e hash Ievd of quaiSt now at tke furues .... As t ranch of Waft"PIOP1121209 40epi as$tamn too Gteshma retuaw®ms of " opphed>tt not of our muddy pans vQ imp aAmem tcm(A teemnih PCC regulate"A Amur hr of that&2040 it listed We*$a aeured dui we ere 40iq all we an to W4 dowse cons a mtuth er pombia At tht tmat amt%we taam 4t41aaei to i"dzg you with m any of*mky vttwaf abohm endSeaamtes4,m-arne tomat. P arts sat the tavale 244 of tint 240,08 far t aasmplete dseataai 64eup tad Sow pact IWL Ytursetadtcaaa t aax top peoatT.Wlt ppname�wrrbaaa+r and Ieeit farwerd to smat2S Toa Stat tuned, 1#90* Ca"commuscaosm CY mm tsar too sameCabae $22.77 $23.72 Cmatn Select 5.04 S.54 kwtdmm tell Strain.chor er bans$?Satites C3trpa 22.13 27AS immUssoa of L3avmtad Home 44.25 47.14 bmilattom of Ptmtnd Hetet 33.20 25.44 hntadltaoaefA441Caaaeraaet(knot kaRitl 11.00 I5.21 Entad mm of Ad41 Cmmdm{Sapeme lat4) 22.00 2434 4100000 Chu" Bane Ramoto -- a06 Cetwertww Nw&d4mambit as 0,83 Aumotlaat 2.27 1.36 YAMS mu tmomat 031 0.53 Cmnep Cemeerdn 1WA WSW Htmre SIS Megan dasestq lobact Roo Mtn.tatsu Pa.:)m-6 pa,Set.I0 men-2 pm loci tratdw"Sestem Mea.ant Ps:I an-6;a .,.__.. It I WV*%Ctlimp ._.<.-- Mia. koh2at Parity SU-4513•Saaomt I9d licit•NoptV&7:157.7121 1a4ep sex Montt 1^Cate4ww UQU3 iouttfawrct>tlt�AlaMataY Seartateetar 17gm r6erel AAA Wwie II 1A Admowmats W& 5?S Admutna+ew Or. Son Rw CA.4503 321.2155 I � 3 pa�42ss ss�istt3ao Soxcu couxty ,udAra t,=4 o i CswP.pssLaa?"ism(PPV}n 23 QVC 2 tc v 4 frox Oaidms$ 0 24 5vpw imis T SS 3 ES ft—,"spww Nwaaah 0 25 TDt"-1LwrNawahTii«.w:7 4 MON(MC$a Eris) #24 Oka**"—Atmat Xm toss S44 tea) tt 5ar3 C6=4 9 Hwa Nrm 620 INN-TksNw&J*Nwami 1.1 7 KOO (AIC$40 FM WMJ 3 XWMI + sm 3aam) t Laai Or4som/Aesm+ 130 HIO i"2 9 KQED(m saa hawaw) 131 Caaam m S t SC XM-50 50(TtD$awry 0404 32 DAy am"C7 )'s IAA Na wk 33 Tt~CLW me"m.1 »• 12 KIHXJA IX M Na avow") 34 Cma.aw Naawrai C3 -•»» 13 wry-20(Wi$ate Aamae6) 3s i+EaEtai d as 14 3C1 M14 A"m U 1wr(V0Vi %CA) (ND sara*mom*) 31 L+tum is 3:m"f(ND so hum") 31 Ail I# AMC-Amwdmw Mww Ciwa 34 VHIJM Sow%bw Am i7 tCCU-14(IND$mJaw) 40 TuLaWW4Qawd i$ CNIC 41 )r.v n )9 C4i8hP4"m4w*rhwrCk4ewi 42 layTV 20 m 143 Tk*m~C6w"0 21 MC-42 (VD C*&fty ) 144 staa+.afors 3� 22 )OLM22 (m Abhrwa Pais) 0611 SI W)KUM w¢uxI AND(11W SKIKT(WON ti +ma+ +r�tacwawa) •C'aaaipry,shaa C►aani(A.alwibJMC`AwsstCMM tkahrry •»..-» t?Gaa�araP3iiretTkhst{lhy�'VYw) CAwtaWsbt ••,-»..a 1rJtt.owl G=C1KL..........................sta swinamCiOA= laraaaiapiwC4sasysiaat Cus+ssaaas 1WIiS7i�K,_........._..........._..._....»....5�.'8 SrMarhAdnwYr................._._._..._,8i`i.0 8msiea4 esiie sri kwst semis lwwh AiYwrii* ....___._..»__...».m...8L.31i C@4Still7t3tt>.'1tt+ala ......._..........2S.Sa 'Mngttrrrarr................_...,._....11i.E1< 9apaaewasw TSAIwr vmw w*COwwssf CM►R�' 9s-Pl nwf T'S!l Yestoiiatlar aiat aaaawsd lwww_,w».$13.34 P 1N1 '° ;asasamar of a pnwirM 16wt._.,..._112544 tiO........................................... ..,,..ttC2t asnIIapata/a#furaiaaaasar4aat 36"am.............................._......,...MC I ttaraitaani).... 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C hoice hs atwatr baa out of the vtot advactmor of m6e tot"mmon.To urate that ,tau have as many cholas s pmtbit Chant C;omcsermeaaots u m dao pmauae of a Syrtmt ups Weft the as wleaan of char ptatoat we wag be egpoa<q eas lineup ottd mnrmue to praado a wade voeoty of;nWommial.le rutty to Pict up a duaad mqua t farm at pots tont C.mte y office end let ur know what yoga ulaoto ole.We preaote teas euppoet duras8 tma oonxaumea pmmtod ad took fam++ed to peovtdat a iuth tad of quoltty how oat m Eht fiaraa mak of marred pm8tate Ag oaq m6aaes ad koacttet msgrsaemrar d ipphcahit tame of ase mu%6h pnas will ehmm e a Jame to aeaadgmae wadi FCC boas A nmama7 ofthm dwsw u kstod Wow 8o gemmed that we in doing it we cm to bait dews aeoa s mtea ar pambia At the meat runt,we aeahm dadam+ed to peavadm8lou+rrth ea atm of smsulat vstwm.t ahotnr axil paeaantoad,ts.asea seraca Plera eea rhe mmttee hila eFthrs aaaao fes o cempiee ttaead "Paw now paceIra Your ratsafiahaa s ms top paoary.4Ve Kspraammt yeas buanos end ieait feaw+ed to ervami tin Stay ward. Reurdq ca"cammutcommor OU liar taw Ata $ataeCaldo $22.52 $23.06 Comm Sales S.64 S.S4 lhalWas rat Serving mere. .13 3 27.65 Haudy Serving Chop 2222.123.64 ixaallaate of tlnwhead Home 3,3.26 25.44 kakilaaard of Fettmaai Home a 1.00 15.21 laatdlaaaofa Addl Cmatacaaa(wall batai� ... ... bosammamofA."ICsm onimNNW*i*tz $2.06 2434 ga�ocasto, _. 6.06 Ctavarr+ 095 083 Nmo-Addtsnblo 227 1.36 Addeaarabit 6.71 A63 XMS Maannaewa Gatahep Carhagetsetlgtr tMs Hwa S95 Moran Argue,Rahnart Frit Mora that Fa.:9 an•8 Pia,Set.:16 as•2 ps I061 Bmaaken Somme, Man.thea Av 9 em•6 pm Ill Wv"cohmtap aa.psie Men thea Fe)':$v a-6 Pia Rahnat Poeic SS"$II•3oaama 3468682•NopoYoller.967-7121 ladga tar,Mate Rao,Coaodus:874.3823 —UKA1 OF 4Mt16i dfl8ellR1 CnsOEM hgt Csaatromm, Cnw*.smg 1t96Camawmak ami. 1222WiAukow 1410mmsos pyo ��aa��tiLS4St3 SL! 2CtA1Se9ttd >toirutporltall G.9at2t ns,AG Can Sogtat tts t r4m Suers,CA ut+ria �s3aet t i 9K4797 t2119lt0.107640S.Q9tdD RONNIE POK AssiAer!.frit dw O 1 cmtwySaw t'3'&M(pm C1 23 QVC 2 rm (Yox Oakamr) •24 3uowxtaeua Cts 3 13FNfar Spate N41waa4 •23 1181-fiyaasNwwt l5lwaaws i1 4 MON -,NBCSta$ s, i2t LhswrwtC"" KM(CES Sar hvmws) •27 SvEt el—A 6 HowimsNws 023 VIN-Ts*N*1rK94Natwedr1"1 7 KOO (AEC So Eiomm 3 29 KLXV.BS CM$ar Jew) I LAW Or4WASUVAassr 139 HBO 0 S KQZD (FES$m FOUN 61 All C`.asaart C14 13 KFM50(NDSarta Amal 32 Ditery amaw n i f L"N+raaeh 33 'l %w CLma Manna n 13 W Y-20(VSE$m Etaositees) 33 Nldttiwm 14 KMNL14 Hopres 34 KW(14D WW%CA) (ND$*A Ilsarw4) 37 LFwes 1S IMILIS (ND$w hwwras) 3! 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S1031 (Lawtlrtti)._...._.. swist•r.............__...........................311021 IsaBnoafadinsttlMom" cm am........................_.....................!1021 pq wt knot!._......_._.._....._.A04 7% Chari.............................31021 arys d3a EYstssae 040Atwri OR (ss wbw"*0 is Adi mmij wtho.............................SS U Hmw*a tser Stdtt TWWMao(3rarYrst(j........S1#S Los tet ......_..... .. _34.75 SWmaTMnStmAtvma tnrrti ...... ..S Pmo V ..«.... .. �atarq ..................... . . alt No we hbom AAA(pw"mag JSJS E7fmm tit? zwM tD 4kaanle30dod,low"EI{ ran+uarrsi................................ Joss %9 CYrarit 103astiAd rcrart ......3a 9K 'tttreaa AOYarriJaCaeaw lrrtrwrdrirsaewt�irriawi.w►,°' 1a.ie re dare CMtId f#twatw me"Aro to awslas i ter wGmrtem AStin41arsledii+ex`rrwefM wfAWfww,lrFar miiw% .Lrr+d "rareawedtrrrtAMP M&POW Sam rwew4d w7twirai*%.Iim"ir%30"/artswr udw eaa4ereaey isawwNe iaw am asr at 6.ia mw 4ritatLri a1w Ifraras arFrrarar cite nt 5arsrrfr..irrM 1►av ertrra/ia E FAIRFIELD, SUISUN, SOLANO P63904 8211.2900.46.47.48 t _ _ As of June 1,1998 0 l Century Select Ticket l/Private Selections 34 Disney Channel 2 KTVU (FOX Oakland) 3 KCRA35 Nickelodeon (NBC Sacramento) 36 Family Charnel 4 KRON (.NBC San Francisco) 37 Lifetime 5 KPIX (CBS San Francisco) 38 Abid 6 KVI£ (PBS Sacramento) 39 FOX Sports gay Area 7 KGO (ABC San Francisco 40 BET—Black Entertainment TV B KQCA-58 (IND Sacramento) 41 MTV 9 KQ£D ;PBS San Francisco) 42 C-SPAN 10 KXTV (ABC Sacramento) 43 KrF L-64 'IND Sacramento) I i Local Origination/Access 44 Odyssey 12 KTXL-40 (INF;Sacramento) 45 Comedy Central 13 KOVR (CBS Sacramento) 46 Fairfield Community Channel 14 KUVS-19 (IND Modesto) 47 MSNBC 15 KMAX-31 (IND Sacramento) 48 Prevue Channel 16 ESPN 49 The Weather Channel 17 CNN 50 VH1 18 KICU-36 (IND San Jose) 51 American Movie Classics 19 USA Network 52 ne Learning Channel 20 KOFY (IND San Francisco) 53 Century Select ticket 21 KTSF-26 (IND San Francisco) Preview Channel 22 CNBC ■ 54 £SPN2 23 QVC it 55 Cartoon Network 0 24 Superstition TBS r 56 The History Channel 0 25 NT—Turner Network Television 0 57 Ovation—The Am Network * 26 Discovery Channel 0 58 Romance Classics • 27 Sci-Fi Channel r 59 HGTV m Home&Garden TV SIM A 28 TNN—The Nashville Network O 60 C,rt,.,y SelLs t Ticket 2 29 KSPX-29 (IND Sacramento) d 61 Century Select Ticket 3 ♦ 30 HBO ■ 62 Bravo A 31 Cinemax N 63 Golf Channel ♦ 32 Showtime 64 Classic Sports Network 33 The Movie Channel 65 Telemundo FULL SERVICE INCLUDES BASIC CABLE AND CENTURY SELECT CHANNELS 0 Century Select Package A Premium(&quifa Addrajable Corw~) N Century Select 2 Package(Requims AJdn=4Rr Conv~) 0 Century Select Ticket(Pay-Per-View)(Rtquira Addreusb(e Cmur~). FULL SERVICE CABLE CENTURY SELECT TICKET t-PAY-PER.VIE-W)" Basic Cable and Century Select Plus Century Select Ticket Movies....S Prices Vary, For Fairfield/Solano County............530.72 Century Select Ticket Events........S Per Event' For Suisun......................................S30.66 Private Selections (Adult Programming)............S Prices Vary, BASIC CABLE Broadcast,Cable and Loot Access Channels. DIGITAL MUSIC EXPRESS' ......................59.95 For Fairfield/Solano County...........124.88 40 channels:30 digital,10 local radia For Suisun.....................<................524.82 Includes emote control. CENTURY SELECT ............................. $5.84 EQUIPMENT CHARGES Includes Superstition TBS,71WI!, Converters Discovery Channel,Sci-F11 and TINK Non-Addremble ..............................$1.42 Addressable........................................S 1.60 CENTURY SELECT 2" Standard Remote ......................................S.05 This Package Includes ESPNZ, Wiring Maintenance(Optional) ................S.37 Cartoon Network,The History Channel, SERVICE CHARGES" Ovation,Romance Classics, Home&Garden Television,Bravo Installation of an unwired home............S33.25 and Golf Channel .............................S730 Installation of pm-wired home................1119AI Installation of additi P63904 8211.2900.46.47.48 0 CEIN=Y CON IMCAnOiV A few words about quality. Dear Century Customer: Choice has always been one of the great advantages of cable television.Century's cable line-ups include something for lust about everyone,from hobbyists and sports fans to movie buffs and nature lovers.And as the range of program choices has steadily unproved over the years,so has the quality of cable programming.The promise of cable as a source of unique and innovative television is being realised more richly each day. Today many cable networks are investing heavily in creating their own programming, including original series and exclusive made-for-cable films.These projects involve top Hollywood stars and leading writers and directors.This level of quality has not gone unnoticed by the television industry,which bestows more coveted Emmy Awards to cable networks every year. Century is proud to bring you this level of quality.In fact,every month we offer you an outstanding range of quality programming for your entire household.You'll find extensive sports coverage,superb comedies,compelling dramas,engaging documentaries,classic films, blockbuster movies,spectacular musicals,and much more. As a result of increased programming costs,inflation,new channels and franchise requirements if applicable,some of our monthly prices will change in June in accordance with FCC regulations,A summary of these changes is listed below.Be assured that we are doing all we can to hold dowry costs as much as possible.At the same time we remain dedicated to providing you with an array of quality viewing choices and guaranteed, on-time service.Please see the reverse side of this notice for a complete channel lineup and new price list. Your satisfaction is our top priority.We appreciate your business and look forward to serving you.Stay tuned. Regards, Century Communications Old New Rate Rate Basic Cable(in Fairfltld and County of Solsno) 523.88 $24.88 Basic Cable(in Suisun City) 24.05 24.82 Century Select 5.34 5.84 Century Select 2 5.50 7.50 Century Select flus(Century Select and Century Select 2) 5.74 7.84 Installation and Service Charges Hourly Service Charge 24.00 21.32 Installation of Unwired Home 48.00 33.25 installation of Prewired Horne 35.00 19.61 Installation ofAdd'l Cvnnection(Initial Install) 12.00 11.72 Installation of Add'1 Connection(Separate Install) 24.00 18.76 Equipment Charges Standard Remote -- 0.05 Converters Non-Addressable 1.58 1.42 Addressable 2.09 1.60 Wiring Maintenance 0.26 0.37 Century Communications 2250 Boynton Avenue,Fairfield,CA 94533 707-422.4622 Century Select Ticket Ratline 707.422-9700 C}#11ce Hours Monday thru'Friday:9:00 am-6:00 pra Saturday- 10:00 am m 2:00 pin Phone Fours 24 hours a day Lotti ftmousi Aura my CM 0 FAWW CnwM of Sour On't 01 1 1000 Webster Street 512 Clay Street 701 Civic Center Blvd. Fairfield CA 94533 Suisun City,CA 944585 Suisun City,SCA 94585 707 28-7400 707-4I1-5 W 707.421»7300 SCHEDULE 5.14 CENTURY SYSTEM INFORMATION (e)(ii) Basis for Carriacza of Television Broadcast Signals See Attached i 1111112 fig- 1; f� �17.0 C Z 'V41T ' ' I 41 VIC LU #» ! :w'+w'.e��ns.r�a+r+w.��w�w;u►,•��,r�r�l+w� yrs{ r err _• _r f � i l � 1+ , t lit,l ILI 21 21 , I 3y � fj I j a 3 { , + , III I lit $ i i j 3 , a 23' ' x { i � 1 t l j�C '� � fo• �tk� � 4 f j i I f t f ! 4 ) f i t sygi dIR is f YE �,�"w • ate. .~. +4s w"w�.'�� w,+n'+r yslfsI M. i o i i 1 ve yI I ��e1 vi I ' '1 1 �21 u �m j3Istel iei '+�11y1 L I� I I»i ' I� •i� ! � �I le . ,jQ 1- I ' i l i I I e� 1 ,s'aa',w!ve w Mia m xe'we.n�a se�a:w;w'wi �lu°i site e,:.a WO OAX ..... ... ......... ................. -_ ..._._... ........................................................................._.. - - ...... ......... ......... ...................... - ....... ......... ......... ................... -_ _ -_ ......... ......... ......... ................. _ - SCHEDULE 5.14 CEN'T'URY SYSTEM INFORMATION F. COMMOITIES SERVED BY_THE CENIMY SYE MS 13) Century Cable of Northern California City of San Pablo,CA County of Contra Costa,CA City of Albany,CA (I 4)Cen= Cable of Nsarthern Califona County of Solano,CA City of Benicia,CA 4)Century Bay Area Cable gIg. City of Fairfield,CA City of Suisun City,CA County of Solano,CA (155)Century Bay ALea Cable Corgi City of Sebastopol,CA City of Santa Rosa,CA Sonoma County,CA City of St. Helena,CA City of Calistoga,CA County of Napa,CA City of Rohnert Paris, City of Cotati,CA Sonoma County,CA City of Sonoma,CA Sonoma County,CA Town of Yountyille,CA i gZ .1 tN Cit > yr yr rrr 44 44 4► w► iwr 44 =44 144 vis w w w +v► I k i 99 p E s.r z ° I = _ !e I frJCJ Q u u u u t� la a a a a o e3 0 f S 2 JS k t�� k 8 z ,z �1 yyi s c� v yrs yy. sig rzt cad c c c} a` > a a7 Iell � W 3t LiF E r+s w rt v vt 4ft +rt vs sn vt +sz vy vt v1 vs +n h wz v� v°s *n art h v'a v't v� srs w SCHEDULE 6.3 TC1 REQUIRED CONSENTS A. FRANCHISE AGREEMENTS City of Los Angeles (Ordnance No. 160408 as passed October 2, 1985 and approved.October+, 1985; as amended by Ordnance Nos. 161628 as passed.August 26, '986 and approved August 28, 1986; 162360 (copy not provided); 163927 as passed August 2, 1988 and approved August 4. 1988; 168146 as passed July 31, 1992 and approved August 3, 1992; 170452 (copy not provided); 170783 as passed November 22. 1995 and approved December 24, 1995; and letter slated March 11, 1996 regarding franchise related commitments.) B. LEASES OF REAL PROPERTY Lease Agreement by and between Oxnard Street Properties. Ltd. and TCI of East San Fernando Valley, L.P. f Wa United Cable Television of East San Fernando Valley. Ltd., by its limited partner, United Cable Television Corporation. dated November 21, 1985; Correspondence from lessee exercising option to extend dated February 14. 11990; and, First Amendment to Lease by and between same parties dated September 12. 1995. Lease by and between Los Angeles Unified School District of Los Angeles County(as lessor) and TCI of East San Fernando Valley, L.P. tJwa United.Cable Television of East San Fernando Valley, Ltd.,dated July 1, 1986,with Revocable License(ter install underground cable on property)by and between same parties dated November 26,1986. Lease by and between Los Angeles Unified School District of Los Angeles County(as lesser) and TCI of East San Fernando Valley. L.P.. successor in interest to United Fable Television of Los Angeles, Inc.,dated October 1, 1985, Lease Agreement by and between Los Angeles County Metropolitan Transportation Authority and TCI of East San Fernando Valley, L.P. ft1Ja United Cable Television of East Sass Fernando Valley, Ltd. dated December 1, 1993 with Firs:Amendment to Lease by and between same parties dated December 6, 1995. C. POLE ATTACHMENT AGREEMENTS Agreement No. 1£1187 - Pole Contact License Agreement by and between Department of Water and Power of the City of Las Angeles and TCl of East San Fernando Valley, L.P., successor in interest to United Cable Television of Los Angeles, Inc. dated December 30, 1983, with Amendment to Agreement leo. 10187 - Pole Contact License Agreement by and between same parties dated March 12., 1986 and approved by Resolution No. 86-327 on June 16, 1986. OriginalAgreement notprovided SCHEDULE 6.3 TCI REQUIRED CONSENTS (CONTINUED) Pole and Conduit License Agreement by and between Pacific Be!I and TCI of East San Fernando Valley. L.P..dated September 23, 1997. Pole Attachment Agreement by and between GTE California Incorporated and TCI of Fast San Fernando, L.P. (agreement not dated). D. EQUIPMENT LEASES& MAINTENANCE AGREEMENTS Amendment to Installment Purchase or Lease Agreement(Contract Extension)(photo copy equipment) by and between Xerox Corporation and T CI of East San Fernando Valley, L.P.,dated February 29, 1997. SCHEDULE 6.4 TO LIENS AND PERMITTED LIENS None. SCHEDULE 6.7 ENVIRONMENTAL MATTERS (a) (i) Generation, storage, use, treatment,handling, discharge, release or disposal of Hazardous Substances Any potentially Hazardous Substances stored at the TGT Leased Property sates are small quantity household type cleaning products, lubricants, greases, sealants, paints, liquid propane, dishwashing liquids,battery seal,hydrochlor-0-oil/water lit, latex paint, electrolyte-sulfuric acid and other such products used in the ordinary course of business. Automotive type batteries are used at the TCl Leased Property sites. (ii)Transportation of Hazardous Substances The products and items listed above in(a)(i)are transported to and from each TCI Leased Property site. (b) (i) Aboveground or Underground Storage Tanks a. The 13301 Hatteras Street property has an aboveground propane tank. b. The 11015 O'Melvany Street property has an aboveground propane tank. (b) (iii) Asbestos TCI has not conducted asbestos surveys of the structures located on the TCT Leased Property properties and accordingly cannot state whether it is possible that asbestos containing materials are present in such structures, except to the extent that the presence of such asbestos containing traterials, or the possibility of the presence of such materials is described in any Phase I reports which have already been provided by TCI to Century. SCHEDULE 6.8 TCI COMPLIANCE WITH LEGAL. REQUIREMENTS ECC35 m lia KS'TV. CFI. 57: KS"TV filed a market modification on September 19, 1997 to include multiple cable systems in Los Angeles County within its must carry zone, including the TCI System. TCI's response was included in a Consolidated Opposition filed on October 23, 1997. An FCC Memorandum Opinion and Carder was released on February 25, 1998. TCl's response was included in a Joint Petition for Partial Reconsideration, filed on March 27, 1998, KSTV's Petition for Reconsideration was also filed on March 27, 1998. The matter is stall pending. EEA Imer Atanroyall Location: 13301 Hatteras Street,North Hollywood,California Aero Study Number or FAA Approval Number: 81?; FAA approval is not required. Location; 11015 O'Melvany Street, Pacoima,California Aero Study Number or FAA Approval Number: 80% FAA approval is not required. N-gdst RsSarding Customer Staice,Stand rd,i A notice was sent by the City of Los Angeles fraaachise authority. Cost of&-n et Elegy TCl has not ailed any form 1'120. BAlt P cadingsanysitigations None. Ft'�ective t�rders FCC Settlement I (FCC 96-18' settled all+CPST complaints,9/1193 through 9115/95. Cirtfi ationj bX !C asaat�,Regglattlon Auth.ori#v The City of Los Angeles has been certified by the FCC to regulate local basic cable rates. SCHEDULE 6.10 TCI FINANCIAL STATEMENTS; CHANGES OR EVENTS None. ................... .................................................................................. ................................................................................................................ ............................................................................ .............................................................................................................. ............................................................................................. ........... .................................................................1.11...I......... SCHEDULE 6,11 TCI LITIGATION Liam Lin, Jr + U.(docket no. 91 002383). SCHEDULE 6.13(x) TCI EMPLOYEES AND 70SITIONS [Redacted] ................................................. .... ......... ......... ........... ....... ..... ............ ................._. ................................ ........ ......... ......... ......... ......... . ... .... .... .... .... ..... _ _ ........ ......... .................................................... . ...........__....... ...................................... ..... . ...._...... SCHEDULE 6.13 TCI FLANS, EMPLOYEE MATTERS The following employee benefit plans are the currently active employee benefit plans benefitting the employees of all of the TCI Systems: Medical/Dental Insurance Plan Catastrophic Dependent Medical Plan Basic Term Lite Insurance Flan Basic Accidental Death& Dismemberment Insurance Flan Long-Term Disability Insurance Plan Voluntary Short-Term Disability Plan Voluntary Accidental Death& Dismemberment Insurance Plan Voluntary Term Life Insurance Plan Flexible Benefits Plan Educational Assistance Plan Vision Plan Sick Leave Policy Vacation Policy Paid Leave Policy (Holidays, Funeral,Jury Duty, yiilitary Reserve,Court Appearances,etc...) Unpaid Leave Policy (Religious Observance. Personal Leave,etc...) Employee Assistance Prom Tele-Communications,Inc. Qualified Employee Stock Purchase Plan(a11►1a TCI Stock Plan) Tele-Communications, Inc. Severance Pay Plan The ERISA Affiliates of TCI also maintain the following qualified employee pension benefit plans: United Artists Entertainment Company Employee Stock Ownership Plan(frozen plan) Frozen Retirement Account Plan(frozen plan) TICRJStorer LP Retirement Savings Plan(frozen plan) TKPJStorer LP Retirement Savings Plan for TKR Cable III, Inc. (covers collective bargaining employees only) United Artists Cablesystems Corporation Savings and Investmaent Plan and Trust(frozen plan) United Artists Cable of Baltimore Employee Stock Purchase Plan, for Bargaining Unit Employees (covers collective bargaining employees only) UACC.Midwest Inc.d/b/a TCI of Central Indiana Employee Stock Purchase Plan for Bargaining Unit Employees(covers collective bargaining employees only) CareerTrack 40(k) Plan(frozen plan) U.S.Cable Lake County 401(k)Retirement Savings Plan (covers collective bargaining employees orily) East Arkansas Cablevision, Inc. 40 t(k) Retirement Savings Plan (covers collective bargaining employees only) The ERISA Affiliates of TCI also maintain the following nonqualifed employee benefit plans: SCHEDULE 6.13 TO PLANS; EMPLOYEE MATTERS {CONTINUED) 1997 TCI Stock Incentive Plan TCI Music,Inc. 1997 Stock Incentive Plan .................. ................................................................................. ........................................................................................................... ........... ................................................................. ................................................................................. ............................................................................................................ ............................................................................. SCHEDULE 6.14 TO SYSTEMS INFOWvLaTICN (Current as of?kugust 19, 1998) (a) Number of?Iant 4tiles: 963.50 ;_ndergM=d: 71.049 utiles Acriah 820.837 ,+IDG'. 71.638 miles(number of systern miles appiied to %"Z)L's) (b) [Redacted] (c) [Redacted] (d) IRedacted] (e) Stations and signals carried and the channel position of each such signal and station.and the basis for carriage of all television broadcast signals: For stations.signals.and channel positions.see Attachment 6.14(e). For the basis for carriage for all television broadcast sistltals.see Schedules 1.63(E)and 4.2. {f} Cities, toms, villages, townships, boroughs and counties served (%,,;th or wjthour requirement of a ffanchise): Mission Hills,CA North Hollywood.CA Pacoima/Arleta.CA Panorama City.CA San Fernando,CA Sepulveda/North Hills,CA Sherman Oaks,CA Srudio City,CA Sun galley,CA Sylmar,CA Toluca Lake,CA Ian Nuys,CA 3 � ftl { I � � i IIIIEI i 4 i i i i l i I � [ ; f14ijill `Iill i4 ( i ; 12 siit ns4 1 14 � i4ll ! 14 � iil I (14 14 ! 3 I I ILi L. 1iwi It i 4 I li � ` Iw a i i i k3 kt ! kwkri S M{w i ♦kir r ° - j Hn,ww Ll � x ''ill"f ? 11 I"! $ I'llol I� { ii , E!#�1#i �'3'lrltt��S{it"•3� +"1"" �fy + w"iiw si+ isfxi�4rtw ��as{iie �f � � �Cr i!s 1 + ! i3 ! IItj# �ii fX I4 ." UJ " { :t 7t' Xi1tl��2 t i if 1IH i L ,. 6! 1 1 U-1 'I e 'its i YTi t{t g 3 ! iii itl 2 ( ij4ji j ! { j ! 3 711f ! ; iia iI { , I 1 LLL i I } ( ? Ii , , t 7 ' Illis � ti11 � _ ! ► Ili � a ! ( , � � , � i � � � , a 1 9E i ! � , 1 ? iJ a ', �� ' � I � � cis I ` ; i ; � � ' i ' al � ; `• E i ; � � `' � � � � � � ' � � � � � � 1 I ! 1 I it i 711�11 � � l � � �i 1 i { �a ( S �,i � t 1 i � ��} I + 1I i L; ! 'r3 ( " � , 111 , .. . . ; ! ! a am s ran !:$ -, s !'_ $ s_._ :_.33.Mi -Z 3131333333 11, pe 6. 4 L-! 22t LU U iiLit. _> • � �� Y - -J 7 �. � �iYt��i3+1 i1�I, j� 1 i� e SUL it ft M=Is 91 C#ie s tW4 -up SIX street 15055 f, n f4uY k' f K rs t 1. � 4 ►^ s+ 5 k s, t kk. ,t. r of Y.1 55 `ytie .syn. +�k f 5 f.r• i n t'f t k x.♦ .e. 9t sk ♦Fery� .py �y 4 eey�l�* a *W T I 8e13inttlrtg in lune. Ta_prieft in your area will change as follows; semce Curr m ,New Mchange it, Basic Service....<..... � !ice orae Exp+ndedBasic Servitt. 11fl.;'1.... .»,...410.42....» _..5 .23 Unwind 5.22 wtru fMmd tlstatL,00n. .37 elddut� &I staltagan tttWction {at tittle of itutiat imt2jkt ont AdditkmW dutitt Connartion ft.rstrip) ANIOCW U aj . . Lrp6r ddE)owW&dr of t7pr otsd t��b�,it1.. Optiunai Strvices faquirtat s sepatut D'WavadtofOpttonatSavricts Cwt va(at t mt of initiaf SQ.OQ Cartrtect VCR f requiring a separate Crzikction i3te— Service WCe ». .• ...««.... . . « 2J D0. «. 37. Convow box(&AM Savict ord»».» ».._.».»_... .s _ » ».S .30.__....,..%Lao .10 St,tatLzt�Con«trttr f tYon i5+sit Ch1 •• ».1 t.gt�.». Conwetta Brat(At!otisrrrst•°• �1 .......,.....11.2t5.»,._�.,.»sl.1s..»,.».«...SO.tah Serving Bast San Finando Valley "'376.0333 .a W. awcwa+kn..wLotsrrur► + i��` , ""rrrws«wrw. +t'rM�ew•fow.r..rcc , h#tiess+rwi.l,.l..u0L,+t.Otm`WA.,,4gsQ9tR.sll.ssrk.mpy. -CWmar'mum on"md ' Y.rr.. 'w+w..e..*n:e ►rr�Ywl.rr,�'w�Ma'momr*fit is Ps 46 my K+w,. rM"w ararietwrr et«r.,.t.. a+uots•cagi s'M �1G ,M,g,��-'�""° « Vol r � w tt�, { s j � t t 1 i rr�rrr.irrr . 121 Dbwvwy rAds 1 Easiaal A=M 41 Spk*PFV(A+MR a O ft i 160 The sci-fi 2 KCBS nrlim20Pm-6m) 161 Gaw Sisaw Narwack-24 best 3 Ptevue Guice 42 HBO Wart 4 XN`BC 43 ShowrtM wfif 180$terra-U hs# 5 K3'LA(WB) 44 Cbw=west � 201 Discovery Uvi2gM*w To 6 PPV Sn"k Pmiews+ 41 AM 7 KARC ,d fer Spm%it 2 270 Ma flisbay Clteemal A KCS1'(FHS) 47 /Fes Sports woo 272 Discovery-Scietsca is HAL 48 AMC me shapon Nawcrk 0 u N#AKW* V3 CBS Eye on hople. 21 KTTV(FOX) 34 c"m ry 290 BEC AmC&A 12 KRCA-62 51 CNN 13 KCOP(UPN} Sl 3taod(Ls.Nosre 401 Fort Sporn world 14 K1wb=-34 40;1 BSPNews is MI(Lnea1) t3 Fogs NOW cho mw 16 ICDOC-56 54 Amm 403 Gordis Sports Nsxwa* 17 KLCS-58 (M-F JIM-AVEOW 24 AN) 1€ 4040a Life 1s !CBCT-A $4 lu Cdy`srwis CAM"d I 19 KOCE-50 (M-F AMO-30m) 403 70 Golf C)Snoasl 20 `BN-4C SS C 86ewwk 408 Speedvudw 21 KYEA•52 Sd 714 fd"*Y Cimm"i 22 CWHY-22 37 N/aEtlsdsm ! 476 Mitch Mucic 23 T ay ChmanW Sd ju WSMAW CJhMUWI 501 Throw CLtsaic Movi 2es 25 ConmuWty Access i 302 C3aseic: 26 Lsasai A=m Q Gaiviviva S4)3�#Filt�s C m1 i 26 Vduavisioa 92 Fm sN Aw*w i 27 C� S20 E:tscae+e Love States i 28 OMS t.BPNY i 572 Eseot+e Myer+d" 29 K2jXAf.30 ij GSPN 30 ?foo Maris owvmi a jrx 324 EMM wesma 31 "0 m Esp aw a7Ng' 3 Sib STARZ12 32 Dim y Ck&mmei 47 V81 3 s 33 Zwvm of cAwdy Cs ae! 34 The goat 0 7Aw L&VNArp Cid 55513113(W) (690.10pm) 70 H w A G dm YV 578 Sltowdme2(W) 34 ftybW 71 7'V Fuad Nw wsri4 410pss*UM) 72 YSYAC 800 P"DiSW 9adaat 33 C1t"ww 73 JWN(12prr•t2r ) 801.806 Digital PPV 1.8 36 16s L.A.ChODOW 73 CMT(12ms•12pss) 37 "V1' 74 AZT8S 3 DiBitsi Spioe PFY ) 38 ,71 1317°V 401-430 Mwty DMX Audio Q>a�m3e 40 Stk=Wart 7d cmec 41 Gssrws SAw r Ne wk 77M C-'SPAN Imors aws G Me J.drd d 0.100) 78M C-SPAN2 *Ak Dix"c" 9ASIC PRFM1UM PAY-PMVZW MANDED"VC ensdss ssyw trrr.�car ......................................................._... _. ......... ......... ......... ......... .. ............... ............_._. .. ......... ......... .......... .. ...... ........ .. _.... ......... _ _ ......... ......... ... ............ .. .................... _.... ............._.. ......... ......... . _. .. .._................................. __ se`s t 1 aq �ment! ``jj P q -0000 spot lit W NOW ti Is SCHEDULE 6.16 TCI-BONDS Bond No. Surety ObUgee Amount Type 64-8640-00886-97 United States Fidelity City of Los $1,000,000 Franchise Bond (replaces bond# and Guaranty Company Angeles 19S10080054-93-273 BCA) ^ 64-8640-01149-97 United States Fidelity Pacific Bell $282,000 Performance and Guaranty Company Bond 64-8640-0983-97 United States Fidelity City of Los $25,000 License/Permit (replaces bond# and Guaranty Company Angeles Bond 19S1001008000054- 93-337BCA) ........................................................................... ........ ....... ....... .................................................................................. ....................................................................................................................... ............................. ............... � - f--`"�. f--"`'l �� ,�. ;E fF>, E .F u, ��Ull. `�:. �'�s �l2 F; '4. �; ��, �. ?i, 't„ :{ U. uC (� 4. Exhibit 3 Not Applicable, 'There are no documents, instruments, agreements, or understandings for the pledge of stock of the transferee/assignee as security for loans or contractual performance. s: d 5: d: E: is S: S: S: S: f: 5: F: fSf: 3: S: 8 January 19, 1999 E ��f _�—' ---�---� `��_,-. `�: �. .�; =a Fs B ��t�3� t �i i� :� �S i i� o� Exhibit 4 Confidential and submitted under separate cover as Exhibit 4 are unaudited financial statements of transferee for the period ended December 31, 1997 and the period ended September 30, 1998. These financial statements are not otherwise publicly available. As permitted by Section M, Item 2 of this form,we request that you and your agents maintain these as confidential to the extent permissible under local law. f a a s i 1 1 3 January 19, 1999 € Exhlbft 5 5. G i `s t s Y E Exhibit 5 Narrative of Transferee's Technical Qualifications, Experience, t and Expertise Regarding Cable Television Systems Upon the closing of this transaction,the cable system will benefit from the experience and expertise of TCI Communications, Inc. ("TCIC"), the parent company of transferee/assignee. TCIC is principally engaged in the construction, acquisition, ownership, and operation of cable television systems and is supported by more than 40 years of cable operations experience. Subsidiaries of TCIC and affiliates of transferee/assignee own and operate cable systems in 48 states served by over 1.,500 headends. At TCIC corporate headquarters, there are two Vice Presidents of Engineering who report to the Senior Vice President of Engineering and Technical Operations. These two Vice Presidents oversee the operations, engineering, and construction activities for TCIC subsidiaries and partnerships in which TCIC has managing/operational responsibilities in both domestic and international locations. Essential functions ofthese Vice Presidents include the direction of system design and establishment of technical standards, and engineering and construction procedures. These Vice Presidents are required to have an engineering degree, a minimum of ten years practical experience, including construction, installation, microwave, earth stations, and fiber optics, and a thorough knowledge of all technical aspects of the cable television business. Corporate Field Engineers assist in the construction and maintenance of cable systems. Essential functions of the Corporate Field Engineers include correcting and recommending design modifications, conducting tests on newly constructed and existing systems and regularly inspecting the progress and quality of construction projects. These engineers are required to have two to three years of operational and construction experience in cable television. Corporate Field Engineers report to the Vice Presidents of Engineering. TCIC has six Directors of Engineering whose job it is to ensure customer satisfaction, manage engineering functions and budgets, and oversee technical business operations. The Directors coordinate engineering practices and production programs, direct decisions regarding types of equipment and their specifications, select outside contractors for the laying of cable or other a construction projects within the company, review capital project proposals, provide technical information regarding construction and equipment requirements and preventive maintenance, and } ensure that technical and safety standards are met. The Directors are required to have a Bachelor's Degree in engineering, a proven ability to motivate, supervise, and administer engineering plans and programs, a thorough knowledge of all technical aspects of the cable television business (including FCC rules and regulations), and at least five years experience in cable television or a related industry. 1 January 19, 1999 S { TCIC has Corporate Construction Coordinators who direct all phases of construction and are responsible for the safety and progress of construction personnel. They conduct safety r inspections and briefings, and inspect the progress and quality of construction projects. The x Coordinators are required to have, at a minimum, a high school diploma or equivalent and knowledge of construction, electrical codes, and safety precautions, and two to three years of cable construction experience. TCIC has Area Engineers in California who plan, organize, and direct the technical operations of a designated group of cable systems and function as a key technical resource to system management, technical planning, and decision-making by maintaining state-of-the-art knowledge of plant operations, and ensuring service, governmental, and franchise requirements are met concerning picture quality, leakage control, and overall integrity of cable plants within the area of responsibility. These Engineers are required to have an Associate's Degree in electronics or SCTE BCT or BCE Certification or equivalent, three to five years experience in the field, and a knowledge of electrical safety and local codes. a s: 2 January 19, 1999 k' r r. it j i i COUNTY OF CONTRA COSTA EVALUATION OF REQUEST TO TRANSFER CONTROL OF CABLE SYSTEM FRANCHISE May 1999 E i i i I TELECOMMUNICATIONS MANAGEMENT CORP E TABLE OF CONTENTS 1. INTRODUCTION................................................--...... 1 11. EVALUATION OF PROPOSED TRANSFER ...............................................2 A. Transfer and Ownership Structure ....................................................2 B. Transferee Qualifications ......................... .......... ...................... ......3 (I) Legal Qualifications .............. ......... ........... .........__..............3 (2) Financial Qualifications........... ...............................................3 (3) Technical Qualifications.......................... ...............................4 C. Compliance with Existing Franchise..................................................5 D. Other Issues,........................................ ......... ..................................5 (I Impact upon Subscribers and the County............... ...............5 (2) Pending Acquisition of Century...............................................8 (3) County's Reservation of Rights ................... .........................8 (4) Reimbursement of Costs ....................................... ................8 M. CONCLUSIONS ............. ......... 9 IV. TRANSFER RESOLUTION ............................................. .......... ............... 10 APPENDICES A 120-DAY LIMITATION ON TRANSFER ACTION B RECENT AT&T ACQUISITIONS C AT&T FINANCIAL STATEMENTS D AT&T CABLE AND TELEPHONY PLANS E ADELPHIA ACQUISITION OF CENTURY F TRANSFER RESOLUTION I. INTRODUCTION The County of Contra Costa (the County) currently is provided with cable television service by Century Communications Corp. (Century). Recently, the County received a request to consent to transfer of its cable franchise from Century to TCl of East San Fernando Valley, L.P., a unit of Tele- Communications, Inc. (TCI), which itself is now a part of the Broadband and Internet Services division of AT&T Corp. (AT&T). The request was submitted on Federal Communications Commission Form 394, which is the form officially designated as "Application for Franchise Authority Consent to Transfer Control of Cable Television Franchise." The Form 394 provides specific information to local franchise authorities to assist them in evaluating the transfer request. The County has retained Telecommunications Management Corp. (TMC) to evaluate the requested transfer. TMCs evaluation is provided in this report. The Form 394 is dated January 19, 1999, but was received by the County on February 5, 1999. The date is of some significance, since the 1992 Cable Act requires a local franchising authority to take action on a franchise within 120 days 'see Appendix A). Consequently, if February 6, 1999 is used as the starting date, the deadline for taking action (usually by means of a Council resolution) would be June 5, 1999. It should also be noted that the 120-day deadline depends on the receipt of"such information as is required in accordance with Commission regulations and bythefranchising authority" (emphasis added), Consequently, if a franchising authority requests relevant information regarding the transfer and does not receive it, or the operator fails to provide all franchise-required transfer documentation, the deadline for review may be extended. Many cable operators dispute this position, however, and claim that the 120-day period cannot be "tolled." It. EVALUATION OF PROPOSED TRANSFER In any franchise transfer, a number of considerations must be taken into account, including the following: Whether the transferor has been, and currently is, in compliance with the requirements of the existing franchise. Whether the transferee agrees to comply with the requirements of the existing franchise, or wishes to change any of the franchise terms. Whether the transferee is legally, financially and technically qualified to operate the cable system. What impact the transfer may have on cable subscribers and the franchising municipality (e.g., the impact upon subscriber rates or quality of service). ► What conditions, if any, the franchisor can legitimately impose upon the transfer. These issues are reviewed in this report. A. Transfer and Ownership Structure The FCC Form 394 lists the transferor of the franchise as: Century Cable of Northern California Century Communications 50 Locust Avenue New Canaan, Connecticut 06840. The transferee is listed as: TCI of East San Fernando Valley, L.P. 5619 DTC Parkway Englewood, Colorado 80111. Century and TCl have -entered into an "Asset Exchange Agreement" as of November 18, 1998, which essentially consists of two major transactions. In the first transaction, TCI and Century are contributing a number of their cable systems in Southern California to a new partnership, Century-TCI California, L.P. (the Partnership). The various cable systems are located in the Counties of Los Angeles., Orange, San Bernardino, Ventura, San Diego, Riverside, Santa Barbara and Kern. Century will own 75% of the Partnership and TCI will own 2510, with Century being the Managing Partner of all the Partnership's cable 2 systems. This arrangement, which permits TCl to transfer the management of some of its cable systems that are not located near their major "clusters," while stili retaining an equity in those systems, is similar to arrangements made by TCI with other cable operators. This first transaction is net covered by this evaluation report. In the second transaction, which is the subject of this report, TCI and Century are exchanging a number of cable systems, rather than contributing them to the Partnership. TCl will exchange its East San Fernando Valley cable system in Eos Angeles, serving approximately 90,000 subscribers, for Century's Northern California systems (also approximately 90,000 subscribers) in the Cities of Benicia, Fairfield, Rohnert Park and San Pablo, and unincorporated portions of Centra Costa County. As a result of these exchanges, TCI will extend its cable system dominance in Northern California, while Century will increase its "reach" in Southern California, both in terms of cable systems it will receive from the exchange and those TCI systems in the Partnership that Century will manage and operate. B. Transferee Qualifications Since the ultimate owner of the cable transferee in this case, TCI of East San Fernando Valley, L.P., is now AT&T, it is appropriate to examine AT&T's qualifications. AT&T is now the dominant owner of cable systems in the united States, both with its recent acquisition of TCI and its currently pending acquisition of MediaOne, as well as a number of other smaller recent acquisitions (such as those indicated in Appendix S). (1) Legal Qualifiggtions The AT&T acquisition of TCI closed recently, so that AT&T legally can control any TCI cable franchise, of which the County's would be one, if the County consents to the transfer. (AT&T's pending acquisition of MediaOne, however, still must receive regulatory approval from the Department of Justice and the PCC.) ( ) Financial Qualifications AT&T is one of the largest US. corporations. Its most recent financial statement, for the 199 ' calendar year, is contained in Appendix C, and indicates the following performance; 3 Figures Rounded Revenue $ 51 billion Earnings before interest, taxes, depreciation and amortization (EBITDA) $ 11 billion Operating Income $ 7 billion Net Income $ 5 billion Operating Cash Flow $ 8 billion AT&T's balance sheet, as of December 31, 1997 (see page 41 of Appendix C) lists the following: Total Assets $ 58.6 billion Total Liabilities $ 36.0 billion Shareholders` Equity $ 22.6 billion (assets minus Liabilities) Thus, AT&T's sales, operating cash flow and net worth are approximately an order of magnitude greater than those of the largest cable operators. AT&T must certainly be considered as financially qualified to operate TCl's cable systems. (3) Technical Qualifications AT&T, in addition to its care long-distance voice and data services, has substantial interests in a number of telecommunications areas, including the following Wireless and wired voice and data services. In 1997. AT&T acquired Teleport Communications Group, Inc. (Teleport) which has fiber optic network facilities in 66 U.S. metropolitan areas. On-line computer data and Internet Protocol services. Network technology and integration, including the deployment of Synchronous Optical Network (SONET) facilities. International telecommunications. 4 With its recent cable acquisitions, AT&T would have either full ownership or an equity interest in four.of.the largest cable ogerators', TCl (10010), MediaOne 00%), Time Warner (25%) and Cablevision Systems (37%). AT&T previously has announced its plan to upgrade the cable systems that it acquires to be able to offer local telephony and high-speed Internet access services, as well as other advanced telecommunications services. Appendix D indicates some of these plans. AT&T has indicated, after the TCI acquisition, that it is prepared to invest substantial funds into accelerating the upgrade of those TCI cable systems (at least those in TCI's metropolitan area "clusters"). Estimates of such funds range up to ten billion dollars in the next few years. TCI's recent upgrade efforts, in comparison, have been in the $1.5 billion per year range. Presumably, AT&T will invest similarly in its newly acquired non-TCI systems as well. With this background, it is clear that AT&T has the technical qualifications to operate the TCI cable systems. It should be noted, however, that to date AT&T's core services have not included video programming and distribution, which are the key characteristics of cable systems. In the future, as a possibility, there may be some conflict in priorities as to which services and cable systems receive the most resources. C. Comoliance-with Existing, Franchise It is beyond the scope of this report to determine whether issues exist with respect to possible Century non-compliance with the requirements of the existing franchise. If, in the County's opinion, any significant non-compliance issue exists, this should be settled prior, to or concurrent with, the County's granting of consent. A less desirable option is for the County, in the transfer resolution, to specifically reserve all rights to determine whether a non-compliance issue has existed, and resolve the issue later with TCI or Century or both. D. Other Issues A number of other issues are related to the transfer, including the following: (1) lmgact upon Subscribers and the County The legislative history of the 1992 Cable Act, which established the current franchise transfer procedures, indicates that franchising authorities, in considering whether to grant their consent, can take into account any potential negative impact that the transfer may have on cable subscribers or the community. 5 Two significant areas where there can be a major impact upon subscribers are rates and the_quality of service provided by the operator. In this case, it is likely that the franchise transfer from Century to TCI will have a beneficial, rather than detrimental, impact in both these areas. With respect to rates, Century has a general history of rates being among the highest in the cable industry (particularly in comparison to the other operators in the top ten in size). As a specific illustration, Figure 1, extracted from a recent newspaper survey, compares cable operators in the Los Angeles metropolitan area, As can be noted for TCI and Century, the two participants in this transaction, the comparison is as follows: Operator Basic Channels Basic Rate Cost per Channel TCI 67 $ 27.31 $ 0.41 Century 71 42.07 0.59 It can be seen that Century's per channel rate is almost 50% higher than TCl's rate. Although the survey was taken for only a portion of the Los Angeles area, its results are consistent with other areas where TCI and Century operate. Consequently, a fair presumption is that subscriber rates, under continued Century management, might very well be substantially higher than they would be under TCI management. There is no guarantee of this, since TCI, without rate regulation, also could increase its rates to what it believed the market could bear. Given the past and current practices of bath companies, however, the presumption appears well founded. The second area of potential impact upon cable subscribers is the ualit of service provided. In this area, there appears to be even more potential subscriber benefits. In a large number of the communities it serves, Century's responsiveness to both subscriber and community issues has been considerably less than satisfactory. Apart from potential improvements in rates and service quality, AT&T's future plans could provide the County's residents with new services much sooner than if the cable system continued to be operated by Century, As part of TCVs major cable system cluster in Northern California, this area is a high priority for the introduction of telephone and data service by AT&T. 6 1W"WU-%tch1'ng Cable 1 #h i e s Seven cable systema serve the San Fernando,Santa Ciarits and Anteiape vellays and all am in a different stage of dmiopment concerning upgrades and Mg."etft new offerings.Some,suds as the Falcon and Miscue cable companies,have compieted;bet FIGURE I optic updates that will Vow hem to offer Internet and talephane Sarvtasa thraao their cattle linea,On the other hand,the 94,000 subscribers of the Ml opetallon in the east San Famemlo Valley will likely have to walt;uears before they are ofterac the new sarvlces—he updating of that system has yet to begin. CABLE OPERATOR - COMPARISON j rs€:, Canyon plru ' Gauntry f: 1216 `;� aartta rt hitLES J } Saran Sylmar Sucnrtrs M1ir. Porter 118 _ N Ranch Glendale t65 AMrELES AVE. +, /( i� !! s c€VONarttRE$T, — Sim!Valley `I t i cbstawarth 408 1 f taoast o+ St. i ' 6ny#aeetk — 3 ROSCOE aLVO. € j i v� 17EF g . oueand € q Oaks f wCTO;Y UVO 4 .AgouraHM2 Cawbsaaa YfoonR+pxd '� : tt actvscSim, ! j .'J 101 r✓ : : ark Weat3ake I Gbit SWAM 9abaertbets seek�chimiE all i.'I ovektai PAlifi pt$pa tFws�uw w�ffiada!s prollmss iinn ash Stan... ..6+w 1 i»+�1^Fart Fo r Ando,lytio ffi dwrv�.v 'i•' t t o 4 a* 2$. Feti+Bf!$sifw'f p9tK>t?#;lCeFsa tarewaL inWnOtterfta-.,a w begm In Semi areas In ytme.Pas +rg a 4tsi AT&T to prate phone send thmugn rie Cable flies, N!"A one i 61,000 TO.Sylmar,Suniand, ° $38_86-Sylmar ' -ibex optic upgrade status;core o:eted is Sy mar Kagei Canyon' $35.73-Sunlend i Suntand,30%Nrtished!a 5y�mar.just begun ,y SunlardfTujunga i 63-Santa Garter 537.62-Kaget Carryon {n Sartta C lulta.lntemat and teleehe^a ?gage:Carmen iservice to be offered in some up�ded Santa Cfattta $46.47•Sana � Oiada(city) areas later oils year. i $39.67 Santa 'Marital(county areas) TO ' 94,000 67 ;72733 i r optic upgradenot yet,begun.AT&T €astlelley = 0ans to sours acquire aystem,!Tian�vfer Agoura lt}lls ownership t4 Century Cade later VS year. B+,x COMM ttaalf 19 for Sal& Fibs£bggal In pto$7ess#ks WApwt �� E 3�r 't yeC Symon it for safer yr9Yt�a,}���t�t{�4,tfMTr''��, .t H ; � d4yirny+1� q vff `S`� '.4L .7T•+Fyy �r y #' !4.7WStiV Oily'- ,4� .h}��11Lr ` k �" � .�vC. _b'•G `.y+'N/'6F< � ;'hr.e�: Faloon 17,W0 63 .$5C9 ** 's ber opo.-upgrade mnplata.T*sEr3 of Calabasas ° intart et sarvl a hi begki rTdt}eat Patin g) Hidden tilts i ` € with AT&T to evenusally afters'phone sievice. Ot#RS#ttbrc26ia# 73 t7DC. 70 ��x [pia upgraca ia+Itar.st, a Icyt satems��trz 5yat�st lip sallv" V. r�ayh r,.k in Source: Los ArgeiieS TjMes ��0n�y 73"� dxtt6rla,Nttl,9tarhtC�lei% February 14, 1999. y��gritHlPauf�Ies rt- i Ott,° i4- "wa +Uq;ad`d a+eea '*naubs rmwwm gist emote .,r '� �}„ ; ,a. i " ,•, � > *r�.;r`� •est ,. (2) Pending Acquisition of Century It has been announced that Century will be acquired by Adelphia Communications Corp., a cable operator based in Coudersport, Pennsylvania (see Appendix E). Consequently, if the County denies or delays its consent to the transfer of TC11AT&T, it will face a request in the near future to consent to the transfer of its cable franchise from Century to Adelphia. (3) County's Reservation of Rights Even if it appears that Century is in substantial compliance with the terms of the current franchise, there could be some contingent liabilities that are not immediately apparent. For example, there may be some franchise fee underpayment. Since the transfer consent request contains timetables that are primarily for the convenience of the transferor and transferee, if the County accommodates these timetables, it should not be expected to waive its rights to recover any meanies due. Consequently, a reservation of rights, as part of the transfer consent, appears to be appropriate. Alternatively, if TCI will agree to assume any potential liability, this would resolve the issue. (4) Reimbursement of Costs As is very evident, franchise transfers are becoming much more frequent than in the past, and probably will be even more frequent in the foreseeable future, because of rapidly changing technology and regulation, and the development of new services that are aimed at large "clusters" of subscribers, rather than individual communities. There is an ongoing trend for the larder cable companies (or new entrants; to acquire smaller systems that can enhance their coverage in selected geographic areas, and also for the large companies to VVswap" systems that they own, that might be located away from their major service areas, for other systems that are closer. Furthermore, even a very large cable operator may be acquired. Since a transfer is primarily for the benefit of the buyer and seller, and since municipalities have no control over when such a transaction may occur, or how many times it occurs during a franchise term, this process can hardly be termed a normal regulatory function, whose costs would be absorbed by franchise fee revenue. Because of this, it appears perfectly justifiable for the County to require reimbursement of reasonable out-of-pocket costs to evaluate and process the transfer, as a condition of the transfer. 8 Ill. CONCLUSIONS Based on the preceding evaluation, the following conclusions are reached: (1) The County should confirm that the current franchisee, Century, is in full compliance with the requirements of the existing franchise. If any significant non-compliance is perceived, this should be resolved prior to the County granting consent to the transfer, (2) Neither Century (the transferor) nor TCI (the transferee) has requested any change to the existing franchise agreement. (3) The transferee, TCl/AT&T is financially and technically qualified to operate the County's cable system. (4) The potential impact of the cable system transfer upon the County's cable subscribers is likely to be beneficial, taking into account the past operating histories of Century and TCI, and also the greater resources that will be available from AT&T. Because of this, TMC strongly recommends approval of the franchise transfer request. (If the County takes no action, the request will be deemed approved automatically.) (5) The County should require reimbursement of its processing and evaluation costs connected with the transfer, A recommended approach is to make the transfer consent contingent upon such reimbursement, 9 IV. TRANSFER RESOLUTION Appendix F contains a proposed transfer resolution submitted by Century. Most of the provisions appear to be routine. TMC recommends the following modifications: (a) A specific reservation of County rights should be included in its each resolution, particularly with respect to any unknown Century non-compliance issues existing prior to the Closing Date. (b) The consent should be conditioned upon reimbursement of the County's out-of-pocket processing and evaluation costs. (c) The following Sections should be deleted: s Section 2(d), which states that "Franchisee is materially in compliance with the provisions of the Franchise." • Section 6, which releases Century from "all obligations and liabilities under the Franchise." �fl ... ......... ......... ...._ ....._...._. .......................... ........ ......... ........ _ _._ _. ........._..11.11 .1111. .. __. _. ... ......... .......... ......... _ _.... ... ...... ........ __........_..... ....._........__......... ............ ........ ......_..... ............... ........ ._ ....... . 1.1.11 . ......... . 1.111 . . . . .1111. .1111 . ........._. ........ ........... .......... ......... ........ ......... ....... ....... .._....._......_................_...... .......... ............ .._...... ............. ...__. _.. ........ ............... ......... . ........ . .. ...... ............. ......................................... .......... .......................... ... ... _ .. 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........ .......... ....... ......... ........_.... .......... .......... ........ .......... .... ......... ......... ..... .. 1........1 1_. . .111.1 11.11 ..... ........ ......... .......... ..._....... ........ .._.... .......... ...... .. ....... ......... ..._..... ......._... ........... ........ ......... ......... ............. ...... _. __. __. ......... .......... ....... .......... .......... ............................... ........ .......... ......... .......... ...... ....... _ ........... ...._..... ........ ........ ........... ......... ......__. __. .11.11 _. . _. _. _.. ........._............... .1111 _. ............ ................._..... ............. .......... .......... ........ ......... ....... ....... ......... ......... .......... ......... ........ ......... ..._.... . .... ......._ .... ......... ....._.. ......_._.. .._..... ........ ._....... ........ ......... ...... ...._ _ ........ ............ ........... ........ ......._.. ........ ....... 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.......... __ _. . ........ ......... .._........... ......... .......... ........_ ............ ........ ........ _.. .1111 . ... _1111 _. . . ....... ......... .... . .... ..................._....... ........... ......_..... ........ ........ ......... ......... __. ............ ......... ......... ............ ......... ......... ........ ...__.... . . _.. .1111 _.. .. _ ... ........... .......... .... _. . _.._..... .1.111 _........ ......... .......... .......... ......... ......... ......... .......... ........... ..._....... ............_. ........... .......... ......... ............ .............. ._. _. 1.111 _. .11.11 . 1111 . ... ........... ........ ......-_. __. _. 11.11 ... ........ ............_.......... ........_. ......... ........ ....... ......... . .......... ......... ........... .......... ......... ........ ........... .......... ............. __. .1.111. ......... ........ _.. ........ ........... .......... .......... ......... ........... ......... ......... ...... .......... ........ .......... ........ ............._.........._.......__... .... .111.1. _. . ......... ......... ........ _. . _._ ........ ......... ._......... ....._.... ........ .......... .......... ......... ........... ........ ............ .......... .......... . .......... ...._........ ........ _. _. } � tITATlQI TIM dF 1T1€ Cable Communications Policy Act of 1984 §617 (47 USC 537] Sales of Cable Systems A franchising authority shell, if the franchise requires franchising authority approval of a sale or transfer, have 120 days to act upon any request for approvai of such save or transfer that contains or is accorpanied by such information as is required in accordance with Commission regulations and by the franchising authority. if the franchising authority fails to reader a final decision on the request within 120 days, such request shail be deemed granted unless the requesting party and the franchising authority agree to an extension of time. R� Idl Personal Finance Channel on CompuServe Page 1 of-1 r cFusmNe . Financial News Center P rso ai Finance Home Marketfttch 0-Financial News Center AT&T wins MediaOne bid challenge comcast gets consolation pries; AT&T, Microsoft talk Research � i Stescle L ist �` By.Ieffrv Bartash. CBS tb1'carket atch Med a Report ' Last Update: 7:17 PM ET May S, 1999 Telecom RWo?`t �t Crrtf lio NEW YORK(CES.MW) --AT&T has won the tug-of-war for popular cable E Mutual IR�.�nds � operator MediaOne but its rival in the bidding, Cozmeast, walks away with some nice consolation prizes. Enter Ticker Symbols; And AT&T (T)hares rose 5 3/15 to close at 56 3/4 Wednesday, while Comcast(CMCSK) surged 8 29/32 to 75 19/32. MediaOne (!FMC) dipped 3/4 to 76 7/8. Find Ticker Symbois ` - Comcast struck a deal late Tuesday with AT&T to pull out of the bidding in exchange for some coveted cable systems. AT&T, whose initial $62 billion bid trumped Comcast's $48 billion offer, will swap cable systems that could result in Comcast gaining an extra 2 million customers and AT&T receiving up to $9.2 billion.. Comcast will also receive a$1.5 billion breakup fee from MediaOne. If the deal is successful -- federal regulators are sure to take a hard look--AT&T would gain cable access to about 60 percent of A.merican homes and become the largest U.S. cable provider. Earlier this year, it concluded a$59 billion purchase of Telecommunications Inc., the second largest cable operator. "It's no surprise AT&T won the battle over Media One. They needed it more than Comcast did," said Jeffrey Kagan, an independent telecommunications analyst based in Atlanta. "AT&T reeds the deal, Comcast just wanted it for growth." Foes now friends Comcast has also agreed to offer AT&T-branded phone service "m an expedited basis" as soon as AT&T concludes separate deals with two other http://compuser-ve.marketwatch.com/news/story.asp?h=/archive/l9990505/news.../umg_storv,ht 515199 Personal Finance Channel on CompuServe Page 2 of 3 non-.AT&T affiliated companies. The companies said the swaps were designed to improve each company's geographic coverage. "This transaction makes strategic sense for both companies," said AT&T Chief Executive C. Michael Armstrong. "Geographic clustering enables more effective telephony competition." Brian L. Roberts, president of Philadelphia-based CMCSK Comcast, said the deal would bolster the company's NASD cable presence, giving it more than 8 million Last Chg. subscribers. He added that the deal will allow Comcast 7519132 +829/32 to provide new products to its customers. GIG Che. Vol. . 13.36% 10,995,200 Day Lo. Day HI. "This is a different outcome than,our MediaOne 707/8 757/8 proposal,but it is an elegant win-win result," Roberts Open Prev. said. 72 6611116 As of May,05!99 8:48 pm E? C1L�Ck WAS ticking t_ast'May 05/99 Trade: m Er 15 ON,DELAY Time had been running out for Comcast in its effort to find allies to top AT&T's 62 billion.bid. MediaOne's board accepted the offer on Saturday, giving Comcast until Thursday to counter. The payment would include$30.85 in cash and$56.525 in AT&T stock for each MediaOne share. Ma Bell will also assume several billion dollars in debt. As a further enticement, AT&T promised to pay an addition=al $3.5 billion if its shares traded below$51.30 in order to protect MediaOne shareholders. Earlier this week, America Online backed off an alliance with Comcast because of the financial demands it would.impose. AOL, fears that AT&T's control over cable lines will hinder its plans for high-speed service. Cable is eventually expected to replace phone uTiring as the conduit for Internet service because of its superior speed and capacity. Microsoft, also a Comcast ally,was also discussing T ways to help, but is likely to strike its own side NYSE agreement with AT&T that reportedly could include a Last Chg. 5 billion investment in Ma Bell. See related story. 56 15116 +53/8 - % Chg. Vol. In exchange, AT&T would choose Microsoft software ` 042% 31,960,366 Day Lo. ;day Hi. to run the set top boxes that will control the new 54112 573/8 telecom services entering the home via cable wiring. Open Prev. Microsoft',was fearful AT&T would choose software 5415/16 519/16 from.rival Sur.Microsystems. A$°� y ?vtav X5199 8:08 am ET http://compuserve.marketwa.tch.com/news/sto:v.asp?h—/archive/l9990505/news.../umg_story.ht 5/5/99 Personal Finance Channel on CompuServe Page 3 of 3 Last Trade May 05199 5:31 pm ET Both companies declined to comment. zo MIN.DELAY Another telecommunications giant,MCI WorldCom, also briefly considered jumping into the fray. Few doubted AT&T Despite the swirl of speculation about large technology rivals coming to Comcast's aid, industry analysts had doubted AT&T would allow itself to be outbid. Yet the truce means Ma Bell will end up with 40 percent fewer cable customers than it had hoped to gain with its purchase of MediaOne, the fourth largest U.S. cable operator with 5 -million subscribers. AT&T has bet its fixture on the ability of cable wires to MSFT deliver all kinds of lucrative new services, including NASD local phone and high-speed Internet. Ownership of Last Chg. cable would also allow Ma Bell to bypass the local- 791/8 +1 1116 phone monopolies of its Baby Bell offspring and.avoid % Crag. Vol. +1.361a 33,514,100 costly access charges, which comprise up to 40 percent Day Lo. Cay Hi. of a customer's long-distance bill. 767/16 79718 Capers Prev. Still, AT&T has had to spend more than$110 billion.to 791,18 781!16 stems, and will have to spend As of acquire the cables y p May c5f99 sacs pm ET billions more to upgrade them to handle phone calls. Last Trade May 05199 4:01 pm ET And it'll be several years before the moves start to pay 15 MIN.DELAY off AT&T is moving into cable in the hopes of offering lucrative new services Because of a decline in its mainstay consumer long-distance business, the profits of which have been sharply eroded by competition. With more competition on the way, that business was likely to continue to fall. } �' Je�',ry Bartash is a reporterfor CBS MarketWa,ch, For late-breaking market nevus you can't afford to miss, go to CBS.MarketWatclr.cqm. NOW IT! rich ; g2mpusorye Main u ; Tos Page_ 1 Carrs c�f�f�u�stis��s personal finance http://cor�puserve.rrarketwatch.com/news/story.asp?h=/archive/19990505/news.../umg_story.ht 5/5/99 AT&T Buys Out Lenfest Page 1 of 2 Alit i': hey drinkw -m been., n Home May 05, 1999: Weekly Prev€earearch The Archive I>Top Stories AT&T Buys Out Lenfest _ Through The Wire D�Programn-!;ng New Fork--In a side deal that will Probably � l>pay Per View figure into AT&T Corp.'s peace pact with Market n Internationa Comcast Corp.,AT&T said it will buy out searc^s?i s Op- d the half of Lenfest Communications Inc. it didn't already own. Broadband Week �>Top Stoldes AT&T said 'late Tuesday it would issue about Top Stories 43 million shares of AT&T stock -- worth rEven+sy about S2.2 billion at Monday's closing price �or^cast AT��Swap Subs Events eople -- to H. R. "Gerry" Lenfest and his family. AT&T Buys Out Len€est >Assoc'ations >Operators Lenfest has about 1.5 million subscribers in Iowa Town Will Buy or Sui;d Metworks the Philadelphia area, and has lona been >Vendors coveted by Comcast. Comedy v„rned Dames'yew Ad- Sales Head Services I`Subscribe Analysts said Comcast would probably end MORE>> [>Advertise up controlling the Lenfest systems, which D,Editorlai Calendar operate as Suburban Cable. D'Custorrer Service Nlast :ead That outcome "would snake Comeast the ->Contact Us €Feed ack dominant cable operator in this area, adding to the company's importance to AT&T's local phone strategy," Bear Stearns & Co. analyst Ray Katz wrote in a report. "Lenfest is the'hole in the donut' of its mid- Atlantic super cluster," he added, and Comcast probably would not have been able to acquire Lenfest "without a third party given the less-than-cordial relations between the Lenfest management and the Roberts family:, In AT&T's press release, Gerry Lenfest said, "The challenges of the cable industry as it changes from one-way delivery of television to the new digital age of two-way communication with video,voice and data belong to a well-resourced and multifaceted company, and I could not be more pleased to http «r .//ww .multichanr.el.com/daily/I 5d.shtml 5/5/99 AT&T Buys Out Lenfest Page 2 of 2 tum the task of meeting this challenge over to AT&T Broadband &Internet Services under the leadership of Leo Hindery." - 5/4/99 ROMAN 1 , rise Weekly Previewraadband Week indust Services All contents CI 999 t3ners business lrfr�,m tior All rights reserved. Multichannel hews is a registered trademark of Cahners Business information. Las,Updated:05105199 03:53 PM ht.,p://www.-nultichar--icl.corr2daily/'1,5d,sht1 5/5/99 Mu tichannel News: Search Results Page 1 of an multichannel AV NL][N E Document I of 20: lNext Document lReturn to Results List; ue 1 Palo Alto Cable Co-op Sells Out to AT&T By LINDA HAl1CSTEg May 3, 1999 AT&T Broadband & Internet Services moved to increase its dominance in the Sar Francisco Bay area with an agreement to buy out the former cable cooperative in Palo Alto, Calif. Buying the franchise--which serves 28,000 customers in Palo Alta, East Palo Alto, Menlo Parr; Atherton and other local areas --would extern the AT&T Broadband (formerly Tele-Communications [nee)operations to 90 percent of the region. Terms of the sale were not disclosed.The agreement is in the letter-of-intent stage, the MS0 said. The system.was built In 1988, after members of the community formed a cooperative board and convinced the City Council that cable service would best be provided by a company that was owned and operated by its subscribers. It won the franchise, beating out large bidders such as United Cable, Sackers indicated that customers would also hold shares in the company, and that subscriber revenues would pay the bilis, but it-?ever worked out that way. The operation was restructured by the 1990s, and the system was chronically underfunded. According to reports, the system is currently $34 million in debt. Today, the system is fully programmed at 78 channels on its tyro-way plant. But there is room for growth: The syster°n reports penetration of slightly more than 50 percent, and the Silicon Malley-adjacent area--home to Stanford University--appears to be a ripe market for data.services. in fact, the city of Palo Alto has considered launching a limited fiber o-°tome trial with thoughts of expanding use of its underused fiber ring. if the city decides to proceed with that venture,AT&T Broadband could bid to participate in the project, or it couid face competition frorn the successful bidder. Cuter data providers also hover in the wings, including SBC Communications lnc.`s Pacific Beil and private companies. The original franchise for the community expires Next year, so AT&T Broadband might immediately -rove into refranchising talks. Local officiais have not tipped their hand regarding their demands of the new,well-funded operator, other that to indicate that they expect AT&T Broadband to open a local office and to continue supporting local production activities. Document 1 of 20: ;Next Document] [Return to Results List l New Queryl l�tt :i/ w,rrmtzlticl:as:mel.corrzfweell11999/':9/;nalcl .?ttrn 5/18/99