EXHIBIT 2.2
AMENDMENT TO
ASSET CONTRIBUTION AGREEMENT
THIS AMENDMENT TO ASSET CONTRIBUTION AGREEMENT (this "Amendment") is made
as of January 5, 2001, by and among Command Cable of Eastern Illinois Limited
Partnership, MediaOne of Illinois, Inc., Northwest Illinois TV Cable Company,
S/D Cable Partners, Ltd., TCI American Cable Holdings, L.P., TCI of
Bloomington/Normal, Inc., TCI Cablevision of Texas, Inc., UACC Midwest, Inc.,
United Cable Television of Illinois Valley, Inc., United Cable Television of
Southern Illinois, Inc., Northwest Illinois TV Cable Co., TCI of Indiana
Holdings, LLC, Insight Communications Company, L.P. and Insight Midwest, L.P.
(collectively, the "Parties")
RECITALS
A. The Parties have entered into that Asset Contribution Agreement dated
as of August 15, 2000 (the "Original Agreement," and as amended by this
Amendment, the "Agreement"), pursuant to which Insight and AT&T have agreed to
convey, or cause to be conveyed, to the Partnership certain cable television
assets.
B. The Parties wish to amend the Original Agreement as set forth in this
Amendment.
AGREEMENTS
In consideration of the covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties hereby agree as follows:
1. Definitions. Capitalized terms used and not defined in this Amendment will
have the meaning given to them in the Original Agreement.
2. Northwest Illinois TV Cable Co.
(a) Northwest Illinois TV Cable Co., a Delaware corporation ("Northwest
Corp"), owns AT&T Assets related to the operation of cable television systems in
and around the community of Monmouth, Illinois. Northwest Corp is deemed to be a
party to the Original Agreement and is included in the definition of "AT&T
Subsidiaries" and "AT&T," as the context requires. Northwest Corp shall be bound
by all the terms and provisions of the Original Agreement and this Amendment as
if it had signed the Original Agreement.
(b) Exhibit B to the Original Agreement is amended and replaced in its
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entirety with Exhibit B attached hereto.
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3. Amendments to Section 1.
(a) Section 1 of the Original Agreement is amended to add the following
definition:
"Adjustment Time" means 12:01 A.M. on January 1, 2001.
(b) Section 1.16 of the Original Agreement is hereby amended and restated
to read as follows:
1.16. AT&T's Cable Business. The cable television business and other
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income-generating businesses related to the AT&T Systems conducted by AT&T
through the AT&T Systems (including the advertising sales business related
to the AT&T Systems, Exchange Systems and Sale Systems conducted by AT&T
and its Affiliates through the AT&T Systems, Exchange Systems and Sale
Systems).
(c) Section 1.22 of the Original Agreement is hereby amended and restated
to read as follows:
1.22 Closing Time. 12:01 A.M. Mountain Time, on the Closing Date.
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4. Closing Date. The Parties agree that if all of the conditions to the
Closing contained in the Agreement (other than those based on acts to be
performed at the Closing) have been satisfied or waived on or prior to January
5, 2001, then the Closing will occur on January 5, 2001, which date will be the
"Closing Date" under the Agreement.
5. Contribution of Assets. Section 2.2 of the Original Agreement is amended
and restated in its entirety as follows:
2.2 Restructuring of the Partnership. Prior to the Closing, the
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Partnership will form a wholly-owned limited liability company, Insight
Midwest Holdings, LLC ("Newco"). Immediately prior to the Closing, the
Partnership will transfer and assign to Newco its membership interest in
Insight Communications of Indiana, LLC ("Indiana LLC") and its general
partnership interest in Insight Communications of Kentucky, L.P. ("Kentucky
L.P."). Immediately following the Closing, the Partnership will contribute
the Assets (other than (i) the Insight LLC Interest, which will be retained
by the Partnership, (ii) Holdings (Central Ohio)'s membership interest in
Insight Central Ohio, which will be retained by Holdings (Central Ohio),
and (iii) the Insight Central Ohio Assets, which will be retained by
Insight Central Ohio), the Exchange Assets and the Sale Assets to Newco
which in turn will immediately contribute all of such Assets, Exchange
Assets and Sale Assets contributed to it by the Partnership to Indiana LLC.
In addition, prior to the Closing the name of Insight Indiana will be
changed to Insight Communications Midwest, LLC. Insight and TCI LLC will
also mutually determine whether any amendments are required to the
operating agreements of Indiana LLC, Kentucky L.P. or the Partnership's
other subsidiaries in connection with the
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formation of Newco, the contribution of the assets described above or the
other transactions contemplated by this Agreement. The transactions
contemplated by this Section 2.2 are referred to herein as the "Partnership
Restructuring." Any changes to the Partnership Restructuring as currently
anticipated and any agreements related to the Partnership Restructuring,
including, without limitation, the operating agreement of Newco and an
amended and restated Partnership Agreement (which agreement will contain,
among other things, provisions relating to programming and @Home that
comply with the provisions set forth in the Term Sheet dated March 23, 2000
by and between AT&T Broadband, LLC and Insight Communications Company,
L.P.), shall require the written consent of Insight and TCI LLC, which
consent shall not be unreasonably withheld.
6. Closing Adjustments.
(a) Each of AT&T and Insight has specified, as applicable, on Exhibit 1 to
this Amendment the Net Fair Market Value of the AT&T Assets, the Net Fair Market
Value of the Insight Contributed Assets, the AT&T Permitted Debt and the Insight
Permitted Debt, each amount to be effective as of the Closing.
(b) The first three sentences of Section 3.2(c) of the Original Agreement
are amended and restated in their entirety as follows:
The AT&T Assets will be contributed to the Partnership subject to debt in
the amount of $321,762,400, minus the AT&T Closing Adjustment if such
amount is to be paid to the Partnership or plus the AT&T Closing Adjustment
if such amount is to be paid by the Partnership, in each case as the AT&T
Closing Adjustment is estimated as of the Closing Date pursuant to Section
3.3 (the "AT&T Permitted Debt"). The AT&T Permitted Debt will be
represented by one or more Demand Notes which shall be assumed by the
Partnership on the Closing Date and which shall be assumed immediately
thereafter by Newco on the Closing Date and which shall be refinanced
immediately thereafter with borrowings under the New Credit Agreement. The
Insight Contributed Assets will be contributed to the Partnership subject
to debt in the amount of $547,572,000, minus the Insight Closing Adjustment
if such amount is to be paid to the Partnership or plus the Insight Closing
Adjustment if such amount is to be paid by the Partnership, in each case as
the Insight Closing Adjustment is estimated as of the Closing Date pursuant
to Section 3.3 (the "Insight Permitted Debt"). The Insight Permitted Debt
will include, without limitation, (i) the amount to be borrowed by Insight
under one or more Demand Notes to finance a portion of the purchase price
payable by Insight under the Sale Agreement, which Demand Notes shall be
assumed by the Partnership on the Closing Date and which shall be assumed
immediately thereafter by Newco on the Closing Date and which shall be
refinanced immediately thereafter with borrowings under the New Credit
Agreement, (ii) the obligation of Insight Central Ohio to make payments to
its preferred interest holder, Coaxial Central Ohio (the "Insight Central
Ohio Component of the Insight Permitted Debt"), in an amount sufficient to
enable Coaxial Central Ohio to pay (1) principal on its $140,000,000 10%
Senior Notes due 2006 and (2) the accreted value on
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Coaxial LLC's $55,869,000 12 7/8% Senior Discount Notes due 2008
(collectively, the "Coaxial Central Ohio Debt"), which indebtedness will
remain outstanding, and (iii) the principal amount of indebtedness
outstanding under the Insight Central Ohio Credit Agreement, which
indebtedness will remain outstanding.
(c) The first four sentences of Section 3.2(d) of the Original Agreement
are amended and restated in their entirety as follows:
Immediately prior to the Closing, the AT&T Subsidiaries or their
transferees and Insight will enter into the Demand Notes pursuant to which
(1) the AT&T Subsidiaries or their transferees will refinance debt in an
amount equal to all of the AT&T Permitted Debt and (2) Insight will
refinance debt in an amount equal to a portion of the Insight Permitted
Debt, other than the Insight Central Ohio Component of the Insight
Permitted Debt and other than the indebtedness under the Revolving Credit
Agreement dated as of October 7, 1998, as heretofore amended, among Insight
Central Ohio and the lenders party thereto (the "Insight Central Ohio
Credit Agreement"). On the Closing Date Newco will enter into a credit
agreement on commercially reasonable terms (the "New Credit Agreement"),
pursuant to which Newco will refinance all remaining indebtedness
outstanding under the respective bank credit agreements of Indiana LLC and
Insight Kentucky Partners I, L.P. (the "Existing Bank Debt"). Prior to the
Partnership and Newco assuming the Demand Notes representing a portion of
the Insight Permitted Debt, Insight shall be solely liable for such Demand
Notes and TCI LLC shall not be liable for the foregoing indebtedness. Prior
to the Partnership and Newco assuming the Demand Notes representing the
AT&T Permitted Debt, the AT&T Subsidiaries or their transferees shall be
solely liable for such Demand Notes and Insight shall not be liable for the
foregoing indebtedness. On the Closing Date the Partnership will assume the
Demand Notes, which in turn Newco will immediately assume from the
Partnership, and the AT&T Subsidiaries or their transferees and Insight
will be released from all of their obligations under the Demand Notes in
accordance with the provisions of the related Assumption Agreement and the
New Credit Agreement will thereafter be non-recourse to TCI LLC and
Insight.
(d) Section 3.3 of the Original Agreement is amended and restated in its
entirety as follows:
3.3 Closing Adjustments. The adjustments provided for below in this
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Section 3.3 shall be made as of Closing with respect to AT&T on the one
hand and Insight and Insight Central Ohio on the other hand (the net amount
of such adjustments being referred to herein as the "AT&T Closing
Adjustment" as made with respect to AT&T and as the "Insight Closing
Adjustment" as made with respect to Insight and Insight Central Ohio and as
the "Closing Adjustments" as made with respect to either or both AT&T and
Insight and Insight Central Ohio), with AT&T paying the Partnership or the
Partnership paying AT&T, as the case may be, and with Insight paying the
Partnership or the Partnership paying Insight, as the case may be; provided
that, the Closing Adjustments as preliminarily
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determined as of the Closing Date will be paid through the adjustments
described in Section 3.2. Subject to Section 3.3(j), the Insight Closing
Adjustment shall be made in respect of each of the Insight Systems, the
Exchange Systems and the Sale Systems.
(a) Appropriate adjustments on a pro rata basis as of the Adjustment
Time will be made with respect to each of the AT&T Systems and Insight
Contributed Systems for all prepaid expenses other than inventory (but only
to the extent the full benefit of such prepaid expenses will be realizable
by the Partnership within 12 months after the Adjustment Time), 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 (f) below, accounts receivable
related to such party's Cable Business (and, in the case of Insight, those
related to the Exchange Systems and Sale Systems) to the extent specified
in Section 3.3(f), 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 (and in the case of Insight
attributable to the Exchange Systems and Sale Systems) for the period
through and including the Adjustment Time are for the account of such
party, and all expenses and income attributable to such party's Cable
Business (and, in the case of Insight, attributable to the Exchange Systems
and Sale Systems) for the period after the Adjustment Time are for the
account of the Partnership.
(b) All advance payments to, or funds of third parties on deposit
with, AT&T, Insight or Insight Central Ohio as of the Adjustment Time and
relating to AT&T's or Insight's Cable Business (and in the case of Insight
relating to the Exchange Systems and Sale Systems), including advance
payments and deposits (including any accrued interest on such deposits) by
subscribers served by such party's Cable Business (and in the case of
Insight by the Exchange Systems or Sale Systems) for converters, encoders,
decoders, cable television service and related sales, shall be assumed by,
and credited to the account of, the Partnership.
(c) There shall be credited to the Partnership (i) the economic value
of all accrued vacation time that the Partnership credits after the Closing
Time to the employees of Insight and AT&T that are hired by the Partnership
pursuant to Section 7.3(f) and (ii) the economic value of all accrued
vacation time of the employees of Insight Central Ohio as of the Closing
Time, where economic value in the case of both clause (i) and (ii) 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) There shall be credited to AT&T and Insight, as applicable, the
economic value of any salary paid by such party for periods after the
Adjustment Time to employees that are hired by the Partnership pursuant to
Section 7.3(f).
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(e) All deposits relating to the business and operations of each
party's Systems (and in the case of Insight those relating to the Exchange
Systems and Sale Systems) that are held by Third Parties as of the
Adjustment 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 Partnership;
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
Partnership within 12 months following the Adjustment Time.
(f) Neither AT&T nor Insight will receive credit for any (i) accounts
receivable of their Cable Businesses resulting from cable television
service or internet service sales any portion of which is 60 days or more
past due as of the Adjustment Time, or (ii) accounts receivable from
customers whose accounts are inactive or whose service is pending
disconnection for any reason as of the Adjustment Time. AT&T and Insight
will receive credit for accounts receivable of their Cable Businesses
resulting from cable television service or internet service sales the
entire portion of which are 0-59 days past due as of the Adjustment Time in
an amount equal to 99% of the face amount of such accounts receivable. For
purposes of making "past due" calculations under the foregoing sentence,
the billing statements of a System (including an Exchange System or Sale
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. AT&T and Insight will receive credit for advertising accounts
receivable of their Cable Businesses as follows: (i) 100% of the face
amount of the advertising accounts receivable which are outstanding 30 days
or less from the invoice date, (ii) 95% of the face amount of all
advertising accounts receivable which are outstanding more than 30 but
fewer than 61 days from the invoice date, (iii) 80% of the face amount of
all advertising accounts receivable which are outstanding more than 60 but
fewer than 91 days from the invoice date, and (iv) 50% of the face amount
of all advertising accounts receivable which are outstanding more than 90
but fewer than 121 days from the invoice date. Neither AT&T nor Insight
will receive credit for advertising accounts receivable of their Cable
Businesses which are outstanding more than 120 days from the invoice date.
Notwithstanding the foregoing, each of AT&T and Insight will receive credit
for 100% of the face amount of advertising accounts receivable of their
Cable Businesses from national and regional representation accounts,
regardless of the age thereof.
(g) Insight shall receive a credit equal to $17,500,000, which credit
will be effected by a reduction in the Aggregate Gross Fair Market Value of
the AT&T Assets, for aggregate capital expenditures made by Insight or
Insight Central Ohio during the period from September 30, 1999 through the
Adjustment Time relating to (i) upgrades and rebuilds of the Insight System
plant capacity and associated items (including headend sites and headend
equipment to expand channel capacity), and (ii) the launch of digital
services for the Insight Systems, including the purchase of digital
converters (but not including digital converters purchased in the ordinary
course of business to replace lost,
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stolen or defective digital converters), the launch of telephony services
and the launch of high speed data services, including the purchase of
modems. To the extent Insight makes any upgrades to the Exchange Systems
during the Interim Period pursuant to Section 7.24 of the Exchange
Agreement, Insight shall receive a credit equal to the cost of such
upgrades.
(h) AT&T shall receive a credit, not to exceed $200,000, equal to the
amount of capital expenditures by AT&T during the period from September 30,
1999 through the Adjustment Time relating to (i) upgrades and rebuilds of
the Cayuga and Indianola AT&T Systems plant capacity and associated items
(including headend sites and headend equipment to expand channel capacity),
and (ii) the launch of digital services for the Cayuga and Indianola AT&T
Systems, 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), the launch of telephony
services, and the launch of high speed data services, including the
purchase of modems.
(i) AT&T shall reimburse the Partnership for a portion of the fees
the Partnership incurs in connection with obtaining and securing financing
pursuant to the New Credit Agreement. Such reimbursement by AT&T shall be
for $1,000,000 and will be effected by a credit in favor of the Partnership
in such amount reflected in AT&T's Final Adjustment Certificate.
(j) Any amounts paid, or accrued as a current liability, prior to the
Adjustment Time by AT&T or its Affiliates with respect to retroactive
franchise fees in respect of the AT&T Systems, or by Insight or its
Affiliates with respect to retroactive franchise fees in respect of the
Insight Contributed Systems that have not been collected prior to the
Adjustment Time will be credited to the account of AT&T or Insight, as
applicable, in their full amounts to the extent that (i) such amounts can
legally be passed through to and collected from subscribers of the AT&T
Systems, the Insight Systems, the Exchange Systems or the Sale Systems, as
applicable, after Closing, and (ii) no agreement has been entered into
prohibiting the collection of such amounts, with such amounts upon
collection being assets of the Partnership.
(k) The adjustments provided for in this Section 3.3 will be made
without duplication. In addition, none of the adjustments provided for in
this Section 3.3 will be made with respect to any Excluded Asset or with
respect to any item of income or expense related to an Excluded Asset.
(l) The parties presently intend that the adjustments made in respect
of the Exchange Systems pursuant to Section 3 of the Exchange Agreement and
of the Sale Systems pursuant to Section 3 of the Sale Agreement will be
made between AT&T and the Partnership directly without the necessity of
Insight making any duplicating adjustments with the Partnership pursuant to
Section 3 of this Agreement. If for any
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reason Insight and AT&T determine that the foregoing procedure may have
adverse tax or other consequences to Insight, AT&T or the Partnership,
Insight and AT&T will cooperate in all reasonable respects to give effect
to the adjustments contemplated with respect to the Exchange Systems and
the Sale Systems in a manner that preserves the benefit of the economic
bargain between Insight and AT&T and avoids any such adverse consequences,
provided that to the extent Insight would be required to make any payment
to the Partnership (or decrease the amount of Insight Permitted Debt) in
respect of any such duplicating adjustments, Insight shall not be required
to make such payment (or give effect to any such decrease) until it
receives a payment from AT&T pursuant to the Exchange Agreement or the Sale
Agreement, as applicable, in the amount of such payment or decrease.
Notwithstanding the foregoing, for purposes of making the calculations
specified in Section 3.3, the Insight Closing Adjustment will include the
adjustments in respect of the Exchange Systems and the Sale Systems in
accordance with the following: (i) the Insight Closing Adjustment with
respect to the Sale Systems will duplicate the adjustments made in respect
of the Sale Systems pursuant to Section 3.1 of the Sale Agreement and (ii)
the Insight Closing Adjustment with respect to the Exchange Systems will
duplicate the adjustments made in respect of the Exchange Systems pursuant
to Section 3.2 of the Exchange Agreement.
(e) Section 3.4 of the Original Agreement is amended and restated in its
entirety to read as follows:
3.4 Calculation of Adjustments.
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(a) Each of AT&T and Insight will estimate in good faith the
Closing Adjustments with respect to its Systems and in the case of Insight,
with respect to the Exchange Systems and Sale Systems (subject to Section
3.3(j) and provided that Insight's Closing Adjustments with respect to the
Exchange Systems and the Sale Systems will be based solely on the
certificates provided by AT&T under the Exchange Agreement and the Sale
Agreement), and set forth the same, together with a detailed statement of
the calculation thereof, 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 accompanied by
appropriate supporting documentation, including an accounts receivable
detail with relevant aging information as of the Adjustment Time, in
summary form, supporting the determination of the Closing Adjustment
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 Closing Adjustment. If the recipient provides a notice of
disagreement with the preparer's estimates of such amounts within such five
Business Day period, AT&T and Insight 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 Adjustment Time.
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The estimates so agreed upon by AT&T and Insight or (if the parties do not
reach such an agreement on such estimated amounts set forth in the Initial
Adjustments Certificate prior to the Closing Date 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 Closing Adjustments
set forth in the Initial Adjustments Certificate shall be the basis for
determining Aggregate Gross Fair Market Value and Permitted Debt pursuant
to Section 3.2. 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 of AT&T and Insight will
deliver to the other a certificate (the "Final Adjustment Certificate")
showing in full detail its final determination of the Closing Adjustment
with respect to its Systems and in the case of Insight, with respect to the
Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided
that Insight's Closing Adjustments with respect to the Exchange Systems and
Sale Systems will be based solely on the certificates provided by AT&T
under the Exchange Agreement and the Sale Agreement), 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 Adjustment Time, and which will be
executed by an officer of such party. Each recipient party will review the
other's Final Adjustment Certificate and will give written notice to the
preparing party of any objections it has to the calculations shown in such
certificate within 30 days after its receipt thereof. AT&T and Insight 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 the Closing 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
Insight or AT&T (or any Affiliate of either of them) and the determination
of such auditor will be final and will be binding upon all parties. If
Insight and AT&T cannot agree with respect to the selection of an auditor,
Insight and AT&T 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. Insight and AT&T will bear equally the expenses
arising in connection with an auditor's determination of disputed amounts,
and payment of the final amounts due under Section 3.3 (after taking into
account any amounts included in the calculation of Aggregate Gross Fair
Market Value and Permitted Debt pursuant to Section 3.2) will be made by
the party responsible therefor to the party to whom such payment is
required to be made pursuant to this Agreement in immediately available
funds within 15 Business Days after the final determination is made.
(c) Each of Insight and AT&T 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 and
as may be necessary in the
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preparation of the other party's Initial Adjustment Certificate and Final
Adjustment Certificate.
7. Assumed Obligations and Liabilities. Section 4.1 of the Original Agreement
is amended and restated in its entirety to read as follows:
4.1 Assumed Obligations and Liabilities. As of the Closing, the
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Partnership will assume and after the Closing, the Partnership will pay,
discharge and perform the following (the "Assumed Obligations and
Liabilities"): (a) those obligations and liabilities accruing and relating
to periods after the Closing Time under or with respect to the Assets,
Exchange Assets and Sale Assets; (b) those obligations and liabilities of
AT&T, Insight and Insight Central Ohio to customers of their respective
Cable Businesses and to customers of the Exchange Systems and Sale Systems
for (i) subscriber deposits related to the Systems, Exchange Systems and
Sale Systems held by AT&T, Insight, or Insight Central Ohio as of the
Adjustment Time in the amount credited to the Partnership under Section 3.3
and (ii) customer, advertising and other advance payments held by AT&T,
Insight or Insight Central Ohio as of the Adjustment Time in the amount
credited to the Partnership under Section 3.3; (c) all obligations and
liabilities accruing and relating to the Cable Businesses, the Exchange
Systems and the Sale Systems prior to the Adjustment Time in respect of
which the Partnership received a credit pursuant to Section 3.3; (d) the
AT&T Permitted Debt and the Insight Permitted Debt (including the Insight
Central Ohio Component of the Insight Permitted Debt and the Insight
Central Ohio Credit Agreement) to the extent related to the period from and
after the Closing Time; and (e) all other remaining obligations and
liabilities accruing and relating to periods after the Closing Time and
arising out of the ownership of the Assets, Exchange Assets or Sale Assets
or operation of the Systems, Exchange Systems or Sale Systems after the
Closing Time, except to the extent that such obligations or liabilities
relate to any AT&T Excluded Asset or Insight Excluded Asset. All
obligations and liabilities, contingent, fixed or otherwise, arising out of
or relating to the Assets or the Systems other than the Assumed Obligations
and Liabilities will remain and be the obligations and liabilities solely
of AT&T or Insight, as the case may be, including any obligation, liability
or claim relating to or arising pursuant to (x) rate refunds to subscribers
of their 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 (including in the case of Insight, litigation against Holdings
(Central Ohio) or Insight Central Ohio) or (z) any AT&T Excluded Asset or
Insight Excluded Asset, including the Social Contract released on August 3,
1995 (FCC 95-335) between Continental Cablevision and the FCC, as amended
by the Social Contract Amendment released on August 23, 1996 (FCC 96-358)
(the "MediaOne Social Contract"), the Time Warner Social Contract, and,
subject to Section 7.17, the pending Settlement Agreement and Release that
relates to certain of the AT&T Systems with respect to late fees charged by
them, a copy of which, in the form submitted to the courts, has been
provided to Insight by AT&T (the "AT&T Late Fee Settlement").
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The parties acknowledge that while the Partnership will acquire ownership
of Holdings (Central Ohio) and Insight Central Ohio and therefore, certain
liabilities and obligations may remain in Holdings (Central Ohio) and
Insight Central Ohio as a matter of law that are not Assumed Obligations
and Liabilities, the parties intend that as between Insight and the
Partnership and its Affiliates, the Partnership and its Affiliates will
only be responsible for those liabilities and obligations for which it
would have been responsible if the Partnership did not acquire ownership of
such entities and instead acquired direct ownership of the Insight Central
Ohio Assets in the same manner and on equivalent terms and conditions as it
is acquiring the other Insight Assets. Without limiting the foregoing,
Insight will be responsible for all obligations and liabilities,
contingent, fixed or otherwise, of Holdings (Central Ohio) and Insight
Central Ohio that are not included in the definition of Assumed Obligations
and Liabilities.
8. Representations and Warranties.
(a) Section 6.1 of the Original Agreement is amended and restated in its
entirety to read as follows:
6.1 Organization and Qualification of AT&T. Command Cable of Eastern
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Illinois Limited Partnership is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of New
Jersey; MediaOne of Illinois, Inc. is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware; Northwest Illinois TV Cable Company is a limited partnership
duly organized, validly existing and in good standing under the laws of the
State of Illinois; S/D Cable Partnership, Ltd. is a limited partnership
duly organized, validly existing and in good standing under the laws of the
State of Colorado; TCI American Cable Holdings, L.P. is a limited
partnership duly organized, validly existing and in good standing under the
laws of the State of Colorado; TCI of Bloomington/Normal, Inc. is a
corporation duly organized, validly existing and in good standing under the
laws of the Commonwealth of Virginia; TCI Cablevision of Texas, Inc. is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Texas; UACC Midwest, Inc. is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware; United Cable Television of Illinois Valley, Inc. is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Illinois; United Cable Television of Southern
Illinois, Inc. is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware; Northwest Illinois
TV Cable Co. is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware; and TCI LLC is a limited
liability company duly organized, validly existing and in good standing
under the laws of the State of Colorado. Each of the AT&T Subsidiaries (a)
has all requisite corporate, partnership or limited liability company power
and authority to own, lease and use the AT&T Assets owned, leased or used
by it and to conduct its portion of AT&T's Cable Business as it is
currently conducted and (b) is duly qualified to do business and is in good
standing under the laws of each jurisdiction in
11
which the ownership, leasing or use of the AT&T Assets owned or leased by
it or the nature of its activities in connection with the AT&T 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 AT&T's Cable
Business, the AT&T Assets or AT&T Systems or on the ability of AT&T to
perform its obligations under this Agreement. Command Cable of Eastern
Illinois Limited Partnership's U.S. taxpayer identification number is 22-
310348; MediaOne of Illinois, Inc.'s taxpayer identification number is 37-
0889911; Northwest Illinois TV Cable Company's U.S. taxpayer identification
number is 73-0802080, S/D Cable Partners, Ltd.'s U.S. taxpayer
identification number is 91-1366600, TCI American Cable Holdings, L.P.'s
U.S. taxpayer identification number is 84-1359446, TCI of
Bloomington/Normal, Inc.'s U.S. taxpayer identification number is 54-
0885233, TCI Cablevision of Texas, Inc.'s U.S. taxpayer identification
number is 84-1025348, UACC Midwest, Inc.'s U.S. taxpayer identification
number is 61116778, United Cable Television of Illinois Valley, Inc.'s U.S.
taxpayer identification number is 36-2263228, United Cable Television of
Southern Illinois, Inc.'s U.S. taxpayer identification number is 37-
0812957, and Northwest Illinois T.V. Cable Co.'s U.S. taxpayer
identification number is 370893868.
9. Amended Covenants.
(a) Section 7.3(b) of the Original Agreement is amended and restated in
its entirety to read as follows:
(b) Each of AT&T, Insight or their Affiliates will pay to all
employees of its Cable Business all compensation, including salaries,
commissions, bonuses, deferred compensation, severance (if applicable),
insurance, vacation (except for accrued vacation included in the
adjustments calculated pursuant to Section 3.3(c) to be carried over
pursuant to Section 7.3(f)), pension, profit sharing, disability payment,
medical, sick pay and other compensation or benefits to which they are
entitled for periods through and including the date of termination of the
employee's employment with AT&T or Insight, as applicable, or with respect
to employees of Insight Central Ohio through the Adjustment Time, in
accordance with the terms and conditions of any arrangement providing for
such compensation or benefits, including, without limitation, all amounts,
if any, payable on account of the termination of their employment. The
Partnership will reimburse AT&T or Insight, as applicable, for any such
compensation paid by AT&T or Insight to the employees of their respective
Cable Businesses for periods after the Adjustment Time. Each of AT&T and
Insight shall promptly satisfy any legal obligation with respect to
continuation of group health coverage for their respective employees
required pursuant to Section 4980B of the Code or Section 601, et seq., of
ERISA.
(b) Section 7.3(d) of the Original Agreement is amended and restated in
its entirety to read as follows:
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(d) All claims and obligations under, pursuant to or in
connection with any welfare, medical, insurance, disability or other
employee benefit plans of either AT&T or Insight or their Affiliates or
arising under any Legal Requirement affecting System employees of such
party or its Affiliates incurred through and including the Closing Time or
resulting from or arising from events, obligations or occurrences occurring
or commencing through and including the Closing Time will remain the
responsibility of such party, whether or not such employees are hired by
the Partnership after the Closing Time. The Partnership will be
responsible for any such claims and obligations from and after the Closing
Time. The Partnership will not have nor assume any obligation or liability
under or in connection with any such plan maintained by either AT&T or
Insight or either of its Affiliates. For purposes of this Agreement, the
following claims and liabilities shall be deemed to be incurred as follows:
(i) medical, dental and/or prescription drug benefits when the treatment is
provided, except with respect to such benefits provided in connection with
a continuous period of hospitalization, which shall be deemed to be
incurred at the time of admission to the hospital; (ii) life, accidental
death and dismemberment and business travel accident insurance benefits and
workers= compensation benefits, upon the death, disability or accident
giving rise to such benefits; and (iii) salary continuation or other short-
term disability benefits, or long-term disability, upon commencement of the
disability giving rise to such benefit. In regard to any Employee on Leave
Status, such responsibility for benefit coverage of such employee, and
liability for payment of benefits, shall remain that of AT&T or Insight, as
applicable, until such employee becomes a Hired Employee of the Partnership
after the Closing Time pursuant to Section 7.3.(a) or is terminated by AT&T
or Insight or their respective Affiliates.
(c) Section 7.26 of the Original Agreement is amended and restated in its
entirety to read as follows:
7.26 [Intentionally Deleted.]
(d) Section 7 of the Original Agreement is amended to add the following
Section 7.29:
Section 7.29 Advertising Sales.
-----------------
(a) Within 30 days after Closing, the Partnership will
enter into third party representation agreements with AT&T or its
Affiliates, pursuant to which (i) the Partnership will provide advertising
sales services to AT&T's cable television systems located in Keokuk, Iowa;
Hannibal, Missouri; and Mattoon, Charleston and Effingham, Illinois and
(ii) the AT&T Entities or their Affiliates will provide advertising sales
services to the cable television systems located in Galesburg, Monmouth,
and Kewanee, Illinois. In addition, within 30 days after Closing, the
Partnership will enter into a third party representation agreement with TCI
American Cable Holdings, L.P., which agreement will have a term of no
longer than 90 days, pursuant to which the advertising sales office in
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Moline, Iowa will provide advertising sales services to the cable
television systems located in Sterling, Rock Falls, LaSalle, Peru, Dixon
and Oregon, Illinois (the "Transition Systems"). The Partnership will make
whatever arrangements are necessary (such as purchasing insertion
equipment, entering into agreements with advertisers, establishing billing
and encoding systems) to enable the Partnership to provide complete
advertising sales services to the Transition Systems without assistance
from TCI American Cable Holdings, L.P. within 90 days after Closing.
(b) The advertising sales agreements between Insight and AT&T or
AT&T's Affiliates with respect to the Freeport system and the Belvidere
system shall automatically terminate concurrently with the Closing.
(e) Section 7 of the Original Agreement is amended to add the following
Section 7.30:
7.30 Real Property Transfers.
-----------------------
(a) Insight and AT&T will each deliver to the Partnership,
within 30 days after Closing, any documents that Insight or AT&T, as
applicable, has not executed and delivered to the Partnership at the
Closing and that are necessary for the Partnership to (i) record with the
appropriate Governmental Authority the deeds delivered in accordance with
Section 9.2(b) of this Agreement, in the case of deed deliveries by AT&T
and Section 9.3(b) of this Agreement, in the case of deed deliveries by
Insight, and (ii) pay any Taxes or fees associated with such recording or
the conveyance of the Owned Real Property to the Partnership. The transfer
or similar Taxes, recording fees and other expenses associated with
recording the deeds and contributing the Owned Real Property pursuant to
this Agreement and the fee owned real estate acquired by Insight pursuant
to the Sale Agreement shall be advanced by the Partnership to each of AT&T
and Insight, as required, at the time of recording and adjusted between
Insight, AT&T and the Partnership in accordance with the provisions of
Section 7.8 of the Original Agreement on the Final Adjustment Certificate.
(b) If Insight or AT&T makes a good faith error in calculating
any transfer or similar Taxes payable by such party in connection with the
transfer of its Owned Real Property to the Partnership, or if the amount of
any such Tax, recording fee or similar charge paid or tendered by Insight
in connection with recording the deeds described in Section 7.32(a) is
finally determined to be insufficient by any Governmental Authority,
Insight and/or AT&T, as applicable, in accordance with Section 7.8 of this
Agreement, shall reimburse the Partnership for such Taxes and fees and an
adjustment will be made as necessary to each party's Final Adjustment
Certificate as appropriate to reflect the actual amount of Taxes paid by
such party and attributable to such party (as ultimately determined by any
Governmental Authority), which amounts will be deemed to include any
penalties and interest associated with such Taxes or payments, pursuant to
Section 7.8 of the Agreement.
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(c) The provisions in this Section 7.30 do not relieve AT&T,
Insight or the Partnership from any other obligations to each other under
this Agreement unless such obligations are directly in conflict with the
provisions set forth in this Section 7.30.
(f) Section 7 of the Original Agreement is amended to add the following
Section 7.31:
7.31 Lien Releases. To the extent Insight or AT&T has not delivered
-------------
at Closing the Lien Releases required by Section 9.2(c) and 9.3(c) of the
Agreement, Insight and AT&T will each deliver to the other and the Partnership,
within 20 days of Closing, (i) evidence, reasonably satisfactory to the
recipient of such evidence, that all Liens (other than Permitted Liens)
affecting or encumbering the Insight Assets or AT&T Assets, as applicable, have
been terminated, released or waived, as appropriate, or (ii) original, executed
instruments in form reasonable satisfactory to such recipient party effecting
such termination, releases or waivers.
(g) Section 7 of the Original Agreement is amended to add the following
Section 7.33:
7.33 Copyright Fees and Franchise Fees.
---------------------------------
(a) AT&T shall prepare and file in a timely manner all filings for
the AT&T Systems for all periods ending on or prior to the Adjustment Time
that are required to be filed after the Adjustment Time pursuant to Section
111 of the Copyright Act and the related regulations of the Copyright
Office. AT&T shall be responsible for and shall pay in a timely manner all
amounts payable pursuant to Section 111 of the Copyright Act and the
related regulations of the Copyright Office for the AT&T Systems for all
periods ending on or prior to the Adjustment Time. AT&T shall provide
Insight with copies of all filings in the form filed with the Copyright
Office together with evidence of payment of all copyright royalty fees and
other amounts paid to the Copyright Office pursuant to Section 111 of the
Copyright Act and the related regulations of the Copyright Office. AT&T
shall be responsible for and shall timely respond to all Copyright Office
and third party inquiries relating to AT&T=s copyright filings and royalty
fee payments for the AT&T Systems covering all periods ending on or prior
to the Adjustment Time and shall provide Insight with copies of all such
inquiries and correspondence between AT&T , the Copyright Office or third
parties related to AT&T=s copyright filings and royalty fee payments for
the AT&T Systems.
(b) Insight shall prepare and file in a timely manner all filings for
the Insight Systems for all periods ending on or prior to the Adjustment
Time that are required to be filed after the Adjustment Time pursuant to
Section 111 of the Copyright Act and the related regulations of the
Copyright Office. Insight shall be responsible for and shall pay in a
timely manner all amounts payable pursuant to Section 111 of the Copyright
Act and the related regulations of the Copyright Office for the Insight
Systems for all periods ending on or prior to the Adjustment Time. Insight
shall provide AT&T with copies of all filings in the form filed with the
Copyright Office together with evidence of payment of all
15
copyright royalty fees and other amounts paid to the Copyright Office
pursuant to Section 111 of the Copyright Act and the related regulations of
the Copyright Office. Insight shall be responsible for and shall timely
respond to all Copyright Office and third party inquiries relating to
Insight's copyright filings and royalty fee payments for the Insight
Systems covering all periods ending on or prior to the Adjustment Time and
shall provide AT&T with copies of all such inquiries and correspondence
between Insight, the Copyright Office or third parties related to Insight's
copyright filings and royalty fee payments for the Insight Systems.
(c) AT&T shall be responsible for and shall pay in a timely manner
all franchise fees and other amounts payable pursuant to the AT&T System
Franchises for all periods ending on or prior to the Adjustment Time, shall
prepare and timely submit to the applicable franchising authorities all
related reports, and shall timely respond to all inquiries from the
applicable franchising authority relating to such franchise fee payments.
AT&T shall provide Insight with evidence of payment of all such amounts
and copies of all reports and related correspondence in the form submitted
to or received from the franchising authorities.
(d) Insight shall be responsible for and shall pay in a timely manner
all franchise fees and other amounts payable pursuant to the Insight System
Franchises for all periods ending on or prior to the Adjustment Time, shall
prepare and timely submit to the applicable franchising authorities all
related reports, and shall timely respond to all inquiries from the
applicable franchising authority relating to such franchise fee payments.
Insight shall provide AT&T with evidence of payment of all such amounts
and copies of all reports and related correspondence in the form submitted
to or received from the franchising authorities.
10 Final Schedules. The Schedules delivered by AT&T on October 26, 2000
constitute the final AT&T Schedules to the Original Agreement (the "Final AT&T
Schedules"). The Schedules delivered by the Insight Entities on October 27,
2000 constitute the final Insight Schedules to the Original Agreement (the
"Final Insight Schedules"). The Final AT&T Schedules and Final Insight
Schedules (together, the "Final Schedules") were delivered in accordance with
Section 7.28 of the Contribution Agreement and are deemed to have been attached
to the Original Agreement and to have been a part thereof for all purposes as of
the execution date of the Original Agreement. Attached as Exhibit 2 (with
respect to the Insight Final Schedules) and Exhibit 3 (with respect to the AT&T
Final Schedules) are (a) copies of the Final Schedules incorporating corrections
(the "Corrected Schedules") necessary to reflect any agreements between the
parties, with respect to the assignment or transfer of retransmission consent
agreements, construction contracts, advertising sales assets or call center
services, or corrections as to factual matters set forth in the Final Schedules
that have been discovered to be incorrect since delivery of the Final Schedules
and (b) blacklined versions of the Corrected Schedules compared to the Final
Schedules. The corrections made to the Final Schedules as described above are
deemed to be incorporated into
16
each party's Final Schedules and are deemed to have been attached to the
Original Agreement and to have been a part thereof for all purposes as of the
execution date of the Original Agreement.
11 Transitional Services.
(a) The Parties agree that they will provide, or will cause their
Affiliates to provide, to each other, as necessary, the transitional services
described on Exhibit 4 to this Amendment (the "Transitional Services") for the
periods specified for each such service on Exhibit 4. For purposes of this
Section 11(a), the term "Provider" refers to either AT&T or Insight in its
capacity as the original owner of a System (which includes the Exchange Systems
and Sale Systems in the case of AT&T) to which the relevant Transitional
Services relate and as the provider of the Transitional Services to the
Partnership. The Transitional Services provided pursuant to this Section 11(a)
will be substantially similar to the quality, nature and scope of comparable
services provided to the Systems (including the Exchange Systems and Sale
Systems) prior to the Closing and otherwise on terms and conditions mutually
satisfactory to the Parties. During the period when the Transitional Services
are provided, the Partnership will use commercially reasonable efforts, or will
cause its Affiliates to use commercially reasonable efforts, to establish any
necessary arrangements to permit the Partnership to provide the Transitional
Services directly to the AT&T Systems, Insight Systems, Exchange Systems and
Sale Systems without further assistance from Provider. The Partnership will
reimburse Provider for any reasonable costs (which in no event will be less than
the actual out-of-pocket costs to the Provider of providing such services)
associated with the provision of the Transitional Services promptly upon the
receipt of an invoice from the Provider specifying such costs. The Partnership
will cooperate in good faith to effect (i) the transition of email and network
services for the Systems (including the Exchange Systems and the Sale Systems)
to its own, or its Affiliates', email and network systems within 30 days after
the Closing and (ii) the transition of customer credit card payment processing
for the Systems (including the Exchange Systems and Sale Systems) to the
processing system of the Partnership within 90 days after the Closing.
(b) In addition, if necessary, the Partnership will provide, or will cause
its Affiliates to provide, Transitional Services to AT&T or Insight if any of
the Systems (including Exchange Systems and Sale Systems), prior to Closing,
provided such services to any cable television systems retained by AT&T or
Insight (the "Retained Systems"). The Transitional Services provided pursuant
to this Section 11(b) will be substantially similar to the quality, nature and
scope of comparable services AT&T or Insight, as applicable, received from the
Systems (including the Exchange Systems and Sale Systems) prior to the Closing
and otherwise on terms and conditions mutually satisfactory to the Parties.
During the period when any such Transitional Services are provided by the
Partnership, AT&T and Insight will use commercially reasonable efforts to
establish any necessary arrangements to permit AT&T or Insight, as applicable,
to provide the Transitional Services directly to the Retained Systems without
further assistance from the Partnership. AT&T and Insight will reimburse the
Partnership for any reasonable costs (which in no event will be less than the
actual out-of-pocket costs to the Partnership of providing such services)
associated with the provision of the Transitional Services promptly upon the
receipt
17
of an invoice from the Partnership specifying such costs. Each of AT&T and
Insight will cooperate in good faith with the Partnership to effect (i) the
transition of email and network services relating to the Retained Systems to its
own, or its Affiliates', email and network systems within 30 days after the
Closing and (ii) the transition of customer credit card payment processing for
the Retained Systems to the processing system of AT&T or Insight, as applicable,
within 90 days after the Closing.
(c) Notwithstanding Sections 11.2 through 11.4 or Sections 11.6 though
11.8 of the Original Agreement, neither the Service Provider (for purposes of
this Section, "Service Provider" means a Provider, in the case of services
provided pursuant to Section 11(a) above, or the Partnership, in the case of
services provided pursuant to Section 11(b) above) nor any of its Affiliates
will be liable to the Recipient (for purposes of this Section, "Recipient" means
the Partnership, in the case of services provided pursuant to Section 11(a)
above, or Insight or AT&T, in the case of services provided pursuant to Section
11(b) above) or any of its Affiliates for any Losses arising out of, relating to
or in connection with this Section 11 or the performance or non-performance by
such Service Provider of the Transitional Services hereunder, except to the
extent such Losses are attributable to such Service Provider's or its
Affiliate's bad faith, gross negligence or willful misconduct or breach of this
Section 11. The Recipient shall indemnify each Service Provider and its
Affiliates for, and hold each of them harmless from and against, any and all
Losses arising out of, relating to or in connection with this Agreement or the
performance or non-performance by such Service Provider of the Transitional
Services, except to the extent such Losses are attributed to such indemnified
party's or its Affiliate's bad faith, gross negligence or willful misconduct or
breach of this Section 11. Such indemnification by the Recipient will include
but not be limited to any Losses arising out of the Recipient's, or its
Affiliates, use of or access to the Service Provider's email or network systems.
(d) This Section 11 supersedes Section 7.11 of the Original Agreement,
except that the notices provided by the Parties pursuant to Section 7.11 shall
not be affected.
12 Required Consents. The Parties waive, subject to Section 7.16 of the
Original Agreement, the conditions to closing set forth in Section 8.1(e) and
8.2(e) of the Original Agreement to the extent any Required Consents described
in such sections have not been received and delivered prior to Closing.
13 Counterparts. This Amendment may be executed in counterparts, each of
which will be deemed an original. This Amendment will be binding on the parties
only upon the delivery of original, true photocopy or facsimile of manually-
executed counterparts, and may not be executed or delivered electronically
(other than delivery by facsimile).
14. Governing Law. THIS AMENDMENT AND THE RIGHTS OF THE PARTIES UNDER IT WILL
BE GOVERNED BY AND CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES OF DELAWARE.
18
15. Severability. Any term or provision of this Amendment that is invalid or
unenforceable will be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining rights
of the Person intended to be benefitted by such provision or any other
provisions of this Amendment. The provisions of this Amendment shall survive
the delivery of any deed evidencing the conveyance of the Owned Real Property in
conformance with the Agreement.
16. Construction of Amendment. This Amendment has been negotiated by the
undersigned and their respective legal counsel, and legal or equitable
principles that might require the construction of this Amendment or any
provision of this Amendment against the party drafting this Amendment will not
apply in any construction or interpretation of this Amendment. The word
"include" and derivatives of that word are used in this Amendment in an
illustrative sense rather than limiting sense.
17. Effect of Amendment. Except as amended by this Amendment, all terms and
provisions of the Agreement will remain unchanged and in full force. From and
after the date of this Amendment, each reference in the Original Agreement to
"this Agreement," "hereof," "hereunder" or words of like import, and all
references to the Original Agreement in any and all agreements, instruments,
documents, notes, certificates and other writings of every kind and nature
(other than in this Amendment or as otherwise expressly provided) shall be
deemed to mean the Original Agreement, as amended by this Amendment.
19
The parties have executed this Amendment to Asset Contribution Agreement as
of the day and year first above written.
MEDIAONE OF ILLINOIS, INC.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
NORTHWEST ILLINOIS TV CABLE COMPANY
By: Northwest Illinois Cable Corporation, it
liquidating general partner
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
S/D CABLE PARTNERS, LTD.
By: TCID Partners, Inc., its managing general
partner
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
TCI AMERICAN CABLE HOLDINGS, L.P.
By: TCI of Council Bluffs, Inc., its general
partner
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
20
TCI OF BLOOMINGTON/NORMAL, INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
TCI CABLEVISION OF TEXAS, INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
UACC MIDWEST, INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
UNITED CABLE TELEVISION OF ILLINOIS VALLEY,
INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
UNITED CABLE TELEVISION OF SOUTHERN ILLINOIS,
INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
TCI OF INDIANA HOLDINGS, LLC
By:__________________________________________
Name:________________________________________
Title:_______________________________________
21
COMMAND CABLE OF EASTERN ILLINOIS LIMITED
PARTNERSHIP
By: TCI Command II, Inc., its general partner
By:__________________________________________
Name:________________________________________
Title:_______________________________________
NORTHWEST ILLINOIS TV CABLE CO.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
INSIGHT COMMUNICATIONS COMPANY, L.P.
By: Insight Communications Company, Inc., its
general partner
By:__________________________________________
Name:________________________________________
Title:_______________________________________
22
INSIGHT MIDWEST, L.P.
By: Insight Communications Company, L.P., its
general partner
By: Insight Communications Company, Inc.,
its general partner
By:__________________________________________
Name:________________________________________
Title:_______________________________________
and
By: TCI of Indiana Holdings, LLC, its limited
partner
By:__________________________________________
Name:________________________________________
Title:_______________________________________
23