AMENDED AND RESTATED
TRANSACTION AGREEMENT NO. 4
AMENDED AND RESTATED TRANSACTION AGREEMENT NO. 4, dated as of February 1,
2001 (this "Agreement"), among ADVANCE PUBLICATIONS, INC., a New York
corporation ("Advance"), XXXXXXXX BROADCASTING CORPORATION, a New York
corporation ("Xxxxxxxx"), ADVANCE/XXXXXXXX PARTNERSHIP, a New York general
partnership ("Advance/Xxxxxxxx"), TIME WARNER ENTERTAINMENT COMPANY, L.P., a
Delaware limited partnership ("TWE"), PARAGON COMMUNICATIONS, a Colorado general
partnership ("Paragon"), and TIME WARNER ENTERTAINMENT-ADVANCE/XXXXXXXX
PARTNERSHIP, a New York general partnership (the "Partnership").
WHEREAS, Advance/Xxxxxxxx and TWE entered into a Partnership Agreement,
dated as of September 9, 1994, as amended, pursuant to which they formed the
Partnership (the "Partnership Agreement");
WHEREAS, Advance, Xxxxxxxx, Advance/Xxxxxxxx, TWE and the Partnership
entered into a Contribution Agreement, dated as of September 9, 1994, as amended
(the "Contribution Agreement"), pursuant to which each of Advance/Xxxxxxxx and
TWE contributed certain specified assets to the Partnership;
WHEREAS, in connection with the Amended and Restated Transaction Agreement,
dated as of October 27, 1997 (the "First Transaction Agreement"), among Advance,
Xxxxxxxx, Advance/Xxxxxxxx, TWE, TW Holding Co. and the Partnership, TWE,
Advance/Xxxxxxxx and Paragon entered into the First Amendment to the Partnership
Agreement, dated as of February 12, 1998 (the "First Amendment"), pursuant to
which, among other things, Paragon became a partner of the Partnership;
WHEREAS, the Partnership, TWE-A/N Texas Cable Partners General Partner LLC,
TCI Texas Cable Holdings LLC, TCI Texas Cable, Inc. and Texas Cable Partners,
L.P., a Delaware limited partnership (the "TCI Joint Venture"), entered into a
Contribution Agreement, dated as of June 23, 1998 (the "TCI Contribution
Agreement"), pursuant to which, among other things, the Partnership contributed
certain assets to the TCI Joint Venture;
WHEREAS, in connection with the TCI Contribution Agreement the parties
hereto entered into Transaction Agreement No. 2, dated as of June 23, 1998 (the
"Second Transaction Agreement"), pursuant to which, among other things, the
parties entered into the Second Amendment to the Partnership Agreement, dated as
of December 31, 1998 (the "Second Amendment"), to further amend the Partnership
Agreement;
WHEREAS, in connection with the Transaction Agreement No. 3, dated as of
September 15, 1998 (the "Third Transaction Agreement"), among Advance, Xxxxxxxx,
Advance/Xxxxxxxx, TWE, Paragon and the Partnership, TWE,
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Advance/Xxxxxxxx and Paragon entered into the Third Amendment to the Partnership
Agreement, dated as of March 1, 1999 (the "Third Amendment"), pursuant to which,
among other things, Paragon contributed certain assets to the Partnership;
WHEREAS, currently the cable television systems described on Part A of
Schedule 1 hereto (the "Fanch I Systems"), are owned by TWFanch-one Co. ("Fanch
I"), the cable television systems described on Part B of Schedule 1 hereto (the
"Fanch II Systems") are owned by TWFanch-two Co. ("Fanch II"), the cable
television systems described on Part C of Schedule 1 hereto (the "TWE Owned
Systems") are owned by TWE and the cable television systems described on Part D
of Schedule 1 hereto (the "Watertown Systems") are owned by CAT Holdings LLC, a
recently formed Delaware limited liability company ("CAT LLC");
WHEREAS, prior to the Closing (as defined below), the Fanch I Systems will
be transferred by Fanch I to TWE and the Fanch II Systems will be transferred by
Fanch II to TWE, and pursuant to this Agreement, TWE will transfer the Fanch I
Systems, Fanch II Systems and TWE Owned Systems (the "TWE Contributed Assets")
to the Partnership;
WHEREAS, the entire outstanding limited liability company interests in the
CAT LLC (the "Watertown Interests") are owned of record 50% by KBL
Communications, Inc. ("KBL") and 50% by TWE and, pursuant to a letter agreement
dated January 30, 1996 between TWE and the Partnership, TWE has previously
assigned to the Partnership a one-sixth beneficial interest in the Watertown
Systems;
WHEREAS, prior to Closing, all of KBL's Watertown Interests will be
transferred to Paragon, and pursuant to this Agreement, Paragon and TWE will
each transfer all of their Watertown Interests to the Partnership;
WHEREAS, the parties hereto executed a Transaction Agreement, dated as of
July 12, 2000 (the "Original Fourth Transaction Agreement"), setting forth the
terms on which certain of the TWE Contributed Assets were to be contributed to
the Partnership;
WHEREAS, by letter agreement, dated as of July 12, 2000 (the "Watertown
Side Letter"), the parties hereto also agreed that all beneficial ownership of
the Watertown Systems that are not already owned by the Partnership would be
contributed to the Partnership upon the occurrence of certain events; and
WHEREAS, the parties now desire to amend and restate the Original Fourth
Transaction Agreement and the Watertown Side Letter in their entirety as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
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1. Contribution of Fourth Transaction Systems.
(a) Subject to the conditions set forth in Section 3, at the Closing
(as defined below), (i) TWE shall contribute, assign, convey, transfer and
deliver to the Partnership its right, title and interest in and to all of the
assets and properties, real, personal, mixed, tangible or intangible, owned,
leased, licensed, that are principally used or held for use in connection with
the ownership and operation of the TWE Contributed Assets, (ii) TWE shall
contribute, assign, convey, transfer and deliver to the Partnership all of its
right, title and interest in and to Watertown Interests (the "TWE Contributed
Equity" and, together with the TWE Contributed Assets, the "TWE Contributed
Systems"), (iii) Paragon shall contribute, assign, convey, transfer and deliver
to the Partnership its right, title and interest in and to Watertown Interests
(the "Paragon Contributed Systems" and, together with the TWE Contributed
Systems, the "Fourth Transaction Systems"), and (iv) the Partnership shall
assume, and agree to pay and discharge, as and when they become due, or
otherwise take subject to the indebtedness and other liabilities associated with
the Systems that are described on Schedule 2 hereto (the "Assumed Fourth
Transaction Liabilities").
(b) At the Closing, (i) each of TWE and Paragon shall deliver
instruments executed by it and in form and substance reasonably satisfactory to
the Partnership contributing, assigning, conveying, transferring and delivering
to the Partnership its right, title and interest in and to the Fourth
Transaction Systems and (ii) the Partnership shall deliver instruments executed
by it and in form and substance reasonably satisfactory to TWE and Paragon by
which it shall assume and agree to pay and discharge the Assumed Fourth
Transaction Liabilities.
(c) In exchange for the contributions contemplated by Section 1(a), TWE
shall receive (i) Common Partnership Units (as defined in the Amended
Partnership Agreement described below) having a value equal to 50% of the Net
TWE Contribution and (ii) Series C Preferred Partnership Units (as defined in
the Amended Partnership Agreement (defined below) having a value equal to 50% of
the Net TWE Contribution. For purposes of the foregoing, "Net TWE Contribution"
means the excess of (A) the TWE Contributed System Value determined in
accordance with Section 7 over (B) the Assumed TWE Indebtedness (as defined on
Schedule 2 hereof).
(d) In exchange for the contributions contemplated by Section 1(a),
Paragon shall receive (i) Common Partnership Units (as defined in the Amended
Partnership Agreement described below) having a value equal to 50% of the Net
Paragon Contribution and (ii) Series C Preferred Partnership Units (as defined
in the Amended Partnership Agreement (defined below) having a value equal to 50%
of the Net Paragon Contribution. For purposes of the foregoing, "Net Paragon
Contribution" means the excess of (A) the Paragon Contributed System Value
determined in accordance with Section 7 over (B) the Assumed Paragon
Indebtedness (as defined on Schedule 2 hereof).
2. Beneficial Assets and Subsidiary Beneficial Assets. If any consent or
approval is required in connection with the contribution to the Partnership
pursuant to this Agreement of any ownership interest in a cable television
system (or the
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franchise pursuant to which such cable television system is operated) and such
consent or approval is not obtained prior to the Closing, then in lieu of
contributing (and pending the actual contribution of) such ownership interest in
a cable television system to the Partnership, TWE or Paragon, as applicable,
will hold such ownership interest (or cause such interest be held) for the use
and benefit of the Partnership. Such interest shall be treated as Beneficial
Assets (as defined in the Contribution Agreement) or Subsidiary Beneficial
Assets (as defined in the Contribution Agreement) in either case in accordance
with Section 5.8 of the Amended Partnership Agreement (defined below) and
Section 6.7 of the Contribution Agreement. In accordance with Section 6.7 of the
Contribution Agreement, following the Effective Date, TWE or Paragon, as
applicable shall continue to use its reasonable best efforts to obtain any
consent or approval necessary to effectuate the contribution to the Partnership
of any Beneficial Asset or Subsidiary Beneficial Asset not contributed to the
Partnership on the Effective Date, and shall take all reasonable actions to
effectuate the contribution of such Beneficial Asset or Subsidiary Beneficial
Asset after such consent or approval is obtained; provided, however, that no
cable television franchise comprising a Beneficial Asset or Subsidiary
Beneficial Asset (or owned by an entity whose equity interests comprises a
Beneficial Asset or Subsidiary Beneficial Asset) shall be required to be
contributed to the Partnership until consents or approvals shall have been
obtained with respect to the contribution of all cable television franchises in
the same cable television system as such franchise.
3. Closing Conditions. The obligations of TWE, Paragon and the Partnership
to effect the transactions contemplated by this Agreement, shall be subject to
the satisfaction at or prior to the Closing of the following conditions, the
imposition of which are solely for the benefit of such parties and any one or
more of which may be waived by such parties in their discretion:
(a) each of TWE, Advance/Xxxxxxxx and Paragon shall have executed and
delivered the Amended and Restated Partnership Agreement substantially in the
form of Exhibit A (the "Amended Partnership Agreement");
(b) with respect to the assumption by the Partnership of the Assumed
Fourth Transaction Liabilities, each of the conditions to Assumption, as defined
in the Credit Agreement dated as of November 10, 1997 (the "Credit Agreement")
among Time Warner Inc. ("TWX"), Time Warner Companies, Inc., TWE, Xxxxxx
Broadcasting System, Inc., the Partnership, TWI Cable Inc., the Lenders Party
thereto and The Chase Manhattan Bank, as Administrative Agent, shall have been
satisfied (or waived by the parties entitled to waive same);
(c) the consents and approvals required in connection with the
contribution of the franchises pursuant to which the Fourth Transaction Systems
are operated shall have been obtained or not required with respect to franchises
having at least 85% of the total number of subscribers in the Fourth Transaction
Systems, as set forth on Schedule 1 hereto;
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(d) the board of directors of TWX and the Management Committee of TWE
shall have approved the transactions contemplated by this Agreement;
(e) the waiting periods (and any extensions thereof), if any,
applicable to the transactions contemplated by this Agreement under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall have
been terminated or shall have expired (it being understood that as soon as
practicable after the execution of this Agreement, the parties will 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 Act); and
(f) no temporary restraining order, preliminary or permanent injunction
or other order issued by any court of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of the transactions
contemplated hereby shall be in effect; and
(g) the Closing under, and as defined in, the Asset Exchange Agreement,
dated as of July 12, 2000, between the Partnership and Fanch I shall occur
concurrently with the Closing hereunder.
4. Advance/Xxxxxxxx Contribution. Subject to the consummation of the
transfer or beneficial assignment of the Fourth Transaction Systems to the
Partnership, on or prior to the fourth anniversary of the Effective Date (the
"Maturity Date"), Advance/Xxxxxxxx shall contribute to the Partnership cash in
an amount equal to the Advance/Xxxxxxxx Contribution Amount, plus interest
thereon at the Interest Rate compounded (to the extent not paid) on a quarterly
basis, from the Effective Date until the date such contribution is made in full.
For the purposes of the foregoing, (i) "Advance/Xxxxxxxx Contribution Amount"
means an amount equal to 50% of the aggregate value of the Common Partnership
Units received by TWE and Paragon in exchange for their contribution of the
Fourth Transaction Systems and (ii) "Interest Rate" shall mean a rate per annum
equal to the average interest rate applicable from time to time to borrowings by
the Partnership under the senior revolving credit facility of the Partnership.
At the Closing, Advance/Xxxxxxxx shall execute and deliver to the Partnership a
promissory note (the "Advance/Xxxxxxxx Note") substantially in the form of
Exhibit B hereto having a principal amount equal to the Advance/Xxxxxxxx
Contribution Amount, as security for its obligation to contribute to the
Partnership the Advance/Xxxxxxxx Contribution Amount, plus interest as provided
in this Section 4. Advance/Xxxxxxxx shall take any and all actions and execute
and deliver all documents or agreements reasonably requested by the Partnership
to enable the Partnership to perfect its security interest in the
Advance/Xxxxxxxx Note. Advance/Xxxxxxxx and the Partnership acknowledge and
agree that the Advance/Xxxxxxxx Note shall not be deemed an asset of the
Partnership unless and until the Partnership seeks to realize upon its security
interest therein. In exchange for its agreement to contribute the
Advance/Xxxxxxxx Contribution Amount, Advance/Xxxxxxxx shall receive Common
Partnership Units having a value equal to
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50% of the aggregate value of the Common Partnership Units received by TWE and
Paragon in exchange for their contribution of the Fourth Transaction Systems.
5. Time and Place of Closing. Subject to the satisfaction (or waiver) of
each of the conditions set forth in Section 3, the closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the offices
of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 1285 Avenue of the Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000-0000 (or such other place as the parties may mutually
agree), at 10:00 a.m. (New York City time) on the last day of the month
following the date that is the fifth business day following satisfaction or
waiver of the conditions set forth in Section 3, or such earlier date as TWE and
Paragon may determine (upon 2 business days' notice to Advance/Xxxxxxxx), or
such later date as the parties may mutually agree. The date on which the Closing
occurs is referred to herein as the "Effective Date."
6. Representations and Warranties; Indemnification. TWE and Paragon hereby
represent and warrant to Advance/Xxxxxxxx that CAT LLC has not conducted any
operations or assumed any liabilities other than in connection with its
ownership and operation of the Watertown Systems. Subject to the Closing having
occurred, each of TWE and Paragon (i) shall use commercially reasonable efforts,
at the Partnership's expense, to enforce its rights with respect to the
representations and warranties set forth in the Acquisition Agreements to the
extent such representations and warranties relate to the Fourth Transaction
Systems, including by way of seeking indemnification in accordance with the
terms of the Acquisition Agreements, and (ii) shall grant to the Partnership the
benefits, if any, obtained as a result of the enforcement of such rights. For
purposes of the foregoing, "Acquisition Agreements" means, collectively, the
Asset Exchange Agreement dated as of April 6, 1998 between TWE and A-R Cable
Services, Inc.; the Asset Purchase Agreement dated December 28, 1998 between TWE
and OUR Cable Systems, Inc.; the Asset Purchase Agreement dated as of April 19,
1999, as amended, among TWE, X. Xxxxxx Associates, Inc. and PCI One
Incorporated; and the Redemption Agreement dated as of July 17, 2000 among CAT
Partnership, TWE, KBL, TCI Holdings II, Inc. and Comcast Hattieburg Holding
Company, Inc.
7. Valuation of Fourth Transaction Systems.
(a) Fourth Transaction Systems. The gross value of the TWE Contributed
Systems (the "TWE Contributed System Value") shall equal $205,642,030, as
adjusted pursuant to Section 8. The gross value of the Paragon Contributed
Systems (the "Paragon Contributed System Value") shall equal $21,875,433 as
adjusted pursuant to Section 8.
(b) Procedure; Dispute Resolution. (i) Within 60 days following the
Effective Date, TWE and Paragon shall jointly deliver to the Partnership
Advance/Xxxxxxxx a certificate (the "Valuation Certificate"), signed by
appropriate officers of TWE and Paragon after due inquiry by such officers, but
without any personal liability to such officers, setting forth the TWE
Contributed System Value, the Paragon Contributed System Value, the Net TWE
Contribution, and the Paragon Net Contribution
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and the calculation thereof in accordance with Section 1(c), Section 1(d),
Section 8 and this Section 7. At the request of Advance/Xxxxxxxx, TWE and
Paragon shall provide the requesting party with prompt and complete access to
all working papers and relevant supporting documentation as well as appropriate
TWE and Paragon personnel, in each case reasonably necessary in connection with
such party's review of the information set forth in the Valuation Certificate.
If Advance/Xxxxxxxx shall conclude that the Valuation Certificate is not
accurate, then Advance/Xxxxxxxx, within 90 days of receipt of such Valuation
Certificate, shall furnish TWE and Paragon with a written statement of any
discrepancy or discrepancies believed to exist (the "Discrepancy Certificate").
Advance/Xxxxxxxx, TWE and Paragon shall attempt jointly to resolve any
discrepancy set forth in the Discrepancy Certificate within 30 days after
receipt thereof, which resolution, if achieved, shall be binding upon all
parties to this Agreement and not subject to dispute or review. If
Advance/Xxxxxxxx, TWE and Paragon cannot resolve the discrepancy to their mutual
satisfaction within such 30-day period, Advance/Xxxxxxxx, TWE and Paragon shall
within 10 days following the expiration of such 30-day period, jointly designate
a nationally known independent certified public accounting firm to review the
Valuation Certificate, together with the Discrepancy Certificate, and any other
relevant documents. If Advance/Xxxxxxxx, TWE and Paragon do not agree upon a
nationally known independent certified public accounting firm in accordance with
the preceding sentence within such 10-day period, then such review shall be
performed by a nationally known independent certified public accounting firm
selected by two other nationally known certified public accounting firms, one
selected by Advance/Xxxxxxxx and one selected by TWE; provided that if one party
fails to notify the other party of its selection within five days following
receipt from another party of its selection, the accounting firm selected by the
other party or parties shall perform such review. The cost of retaining such
independent public accounting firm shall be borne one-half by Advance Xxxxxxxx
and one-half by TWE and Paragon (to be shared in proportion to the relative
adjustments affecting TWE and Paragon). Such firm shall report its conclusions
and such report shall be conclusive and binding on all parties to this Agreement
and not subject to dispute or review. The TWE Contributed System Value, the
Paragon Contributed System Value, the Net TWE Contribution, the Net Paragon
Contribution, the Advance/Xxxxxxxx Contribution Amount and the Assumed Fourth
Transaction Liabilities, shall be adjusted, if necessary, to reflect any such
resolution.
8. Closing Adjustments.
(a) At the Closing, TWE shall deliver to the Partnership a certificate
setting forth the estimated TWE Adjustment Amount (as defined below), which
shall be determined in good faith by TWE. If the estimated TWE Adjustment Amount
is greater than zero, then the TWE Contributed System Value shall be increased
by an amount equal to such estimated TWE Adjustment Amount. If the estimated TWE
Adjustment Amount is less than zero, then the TWE Contributed System Value shall
be reduced by an amount equal to the absolute value of such TWE Adjustment
Amount. The Valuation Certificate delivered by TWE pursuant to Section 7(b)
shall set forth the final TWE Adjustment Amount and, to the extent necessary,
the TWE Contributed System Value, the Net TWE Contribution, the Advance/Xxxxxxxx
Contribution Amount and the Assumed Fourth Transaction Liabilities shall be
adjusted to reflect the difference
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between the final TWE Adjustment Amount and the estimated TWE Adjustment Amount.
(b) At the Closing, Paragon shall deliver to the Partnership a
certificate setting forth the estimated Paragon Adjustment Amount (as defined
below), which shall be determined in good faith by Paragon. If the estimated
Paragon Adjustment Amount is greater than zero, then the Paragon Contributed
System Value shall be increased by an amount equal to such estimated Paragon
Adjustment Amount. If the estimated Paragon Adjustment Amount is less than zero,
then the Paragon Contributed System Value shall be reduced by an amount equal to
the absolute value of such Paragon Adjustment Amount. The Valuation Certificate
delivered by Paragon pursuant to Section 7(b) shall set forth the final Paragon
Adjustment Amount and, to the extent necessary, the Paragon System Value, the
Net Paragon Contribution, the Advance/Xxxxxxxx Contribution Amount and the
Assumed Fourth Transaction Liabilities shall be adjusted to reflect the
difference between the final Paragon Adjustment Amount and the estimated Paragon
Adjustment Amount.
(c) For purposes of the foregoing, "TWE Adjustment Amount" means all
capital expenditures in respect of the TWE Contributed Systems during the period
from April 1, 2000 to the Effective Date, plus any positive working capital
existing at the end of such period or minus the absolute value of any negative
working capital existing at the end of such period.
(d) For purposes of the foregoing, "Paragon Adjustment Amount" means
all capital expenditures in respect of the Paragon Contributed Systems during
the period from April 1, 2000 to the Effective Date, plus any positive working
capital existing at the end of such period or minus the absolute value of any
negative working capital existing at the end of such period.
(e) The adjustments made pursuant to this Section 8 are already
reflected in the capital account balances of the partners of the Partnership
and, accordingly, no additional adjustments to the partners' capital account
balances shall be made in respect of such adjustments.
9. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York (other than its rules of conflicts of law
to the extent the application of the law of another jurisdiction would be
required thereby).
(b) The parties hereto shall cooperate with each other and their
respective counsel and accountants in connection with any steps required to be
taken as part of their respective obligations under this Agreement and will each
use reasonable best efforts to perform or fulfill all conditions and obligations
to be performed or fulfilled
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by them under this Agreement so that the transactions contemplated hereby shall
be consummated.
(c) Section headings contained in this Agreement are inserted only as a
matter of convenience and reference and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any provisions hereof.
(d) This Agreement may be executed in one or more counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ADVANCE PUBLICATIONS, INC.
By: /s/ X.X. Xxxxxxxx, Jr.
----------------------
Name: X.X. Xxxxxxxx, Jr.
Title: Chairman/Vice President
XXXXXXXX BROADCASTING
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
----------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
ADVANCE/XXXXXXXX PARTNERSHIP
By: ADVANCE CABLE HOLDINGS
CORP., General Partner
By: /s/ Xxxxxx X. Xxxxx
----------------------
Name: Xxxxxx X. Xxxxx
Title: President
By: XXXXXXXX BROADCASTING
CORPORATION, General Partner
By: /s/ Xxxxxx X. Xxxxx
----------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
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TIME WARNER ENTERTAINMENT
COMPANY, L.P., through its
TIME WARNER CABLE DIVISION
By: /s/ Xxxxx X. X'Xxxxx
----------------------
Name: Xxxxx X. X'Xxxxx
Title: Senior Vice President
-- Investments
PARAGON COMMUNICATIONS
By: KBL COMMUNICATIONS, INC.,
Managing General Partner
By: /s/ Xxxxx X. X'Xxxxx
----------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
TIME WARNER ENTERTAINMENT -
ADVANCE/XXXXXXXX PARTNERSHIP
By: TIME WARNER ENTERTAINMENT
COMPANY, L.P., Managing General
Partner, through its TIME WARNER
CABLE DIVISION
By: /s/ Xxxxx X. X'Xxxxx
----------------------
Name: Xxxxx X. X'Xxxxx
Title: Senior Vice President
-- Investments
By: ADVANCE/XXXXXXXX
PARTNERSHIP, General Partner
By: ADVANCE CABLE HOLDINGS CORP.,
General Partner
By: /s/ Xxxxxx X. Xxxxx
----------------------
Name: Xxxxxx X. Xxxxx
Title: President
By: XXXXXXXX BROADCASTING CORPORATION,
General Partner
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By: /s/ Xxxxxx X. Xxxxx
----------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
By: PARAGON COMMUNICATIONS
By: KBL COMMUNICATIONS, INC.,
Managing General Partner
By: /s/ Xxxxx X. X'Xxxxx
----------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
