PROPOSAL FOR RENEWAL OF A CABLE FRANCHISE FOR THE COUNTY OF NICHOLAS, WEST VIRGINIA
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Life Connected" FORM NO. 1 AND INSTRUCTIONS
APPLICATION OR PROPOSAL FOR GRANT OR RENEWAL OF A CABLE FRANCHISE
P3 A. Introduction
The purpose of this application or proposal (“application”) foiin is to comply w West Virginia Cable Television Systems Act, West Virginia Code 524D-1-1 et s Communications Policy Act of 1984 (“Cable Act”). This document contains or instructions relating to the preparation and filing of the application; the co regarding the operation and niaintenance of the cable communications system; used in evaluating the application. Appended are forms indicating infomiation by the Applicant.
A term used in this document shall have the same meaning as the term is defined in W.Va. Code 524D-1- 1 et seq.
Applicant should carefully read the following instructions, since they contain various data and specifications which must be used in the preparation of its application. This document consists of: (1) the General Instructions; (2) the Information Requirements; (3) Applicant’s Affidavit; and (4) Forms A, B,C,D,E,F,G,H,andI. 1 No application or proposal for renewal or grant of a cable franchise may not be accepted by a Franchising Authority unless it follows the required format and provides all information requested herein.
THE FRANCHISING AUTHORITY RESERVES THE RIGHT TO REQUIRE APPLICANT TO SUBMIT TO THE FRANCHISING AUTHORITY FURTHER AND MORE DETAILED INFORMATION THAT IS CALLED FOR BY THESE INSTRUCTIONS, OR THAT MAY BE INCLUDED IN ANY APPLICATION, ABOUT ANY MATTERS CONCERNING WHICH THE FRANCHISING AUTHORITY MAY INQUIRE.
B. Filing of Application
Three (3) copies of Applicant’s application, together with all accompanying enclosures, shall be submitted in sealed envelopes or cartons with the caption: “CABLE FRANCHISE APPLICATION” addressed to the appropriate Franchising Authority as determined by the Public Service Commission of West Virginia (hereinafter “Commission”). If the Commission is not the Franchising Authority, then the b Applicant shall also file one copy of the completed application with the Commission addressed to: Public Service Commission of West Virginia, P. 0. Box 812, Charleston, WV 25323.
The application must be accompanied by a filing fee of Two Hundred Fifty Dollars ($250). The filing fee shall be by check made payable to the Franchising Authority.
C. Authorization
At the time of application, Applicant shall disclose to the Franchising Authority, in writing, the names, addresses and occupations of all persons who are authorized to represent or act on behalf of the Applicant in those matters pertaining to the application. For each person so authorized, Applicant shall state the limits, if any, of the authority of the individual to make representations or act on behalf of Applicant with respect to matters pertaining to the application. The requirement to make such disclosure shall continue until the Franchising Authority shall have accepted or rejected Applicant’s application or until Applicant withdraws its application.
RESPONSE David Bach, Regional Vice President of Operations Arthur Riley, Jr., Regional Director of Finance 0 Robert Legg, Jr., Regional Director of Technical Operations 0 Stanley Howell, Regional Director of Marketing 0 Duska Arbaugh, Regional Director of Human Resources 0 Michael Kelemen, Regional Director of Government Relations
The address for all of the above is: Suddenlink Communications P. 0. Box 1220 4038 Teays Valley Road Scott Depot, WV 25560
Michael Zarrilli, Senior Counsel & Vice President of Government Relations Suddenlink Communications 12444 Powesrcourt Drive, Suite 140 St. Louis, MO 63131
D. Liability of Parent Entities
Applicant should clearly state what other corporations, entities, or persons, if any, are intended to be jointly and severally liable for the obligations of Applicant. i The liniitations on the joint and several liability of any corporation, person or entity, if any is proposed, shall be clearly and expressly set forth within the application.
RESPONSE: No other corporations, entities or persons will be jointly and severally liable for the obligations of the Applicant.
E. Use of Application Forms
The application forms have been designed to elicit pertinent data that will be used in evaluating the application. Applicant should provide answers to questions sequentially. If the answer to a particular question is no, or “not applicable,” so state. Responses shall include the question numbers and shall incorporate a sufficient portion of the questions to make clear the topic being addressed. Failure to respond to every question or to provide requested information may result in the application being considered unacceptable. A response of “not applicable” may be appropriate to specific questions. means “not applicable.”) 1 (“,/A” Applicant should supply answers on the enclosed forms where furnished or on replicas thereof wherever possible. If additional space is needed, the Applicant should show, at the top of each page of the proposal, the form and/or question number which applies to the first question being addressed on that page. The pages should be numbered, for example, “A-I, A-2, etc.” for the responses to Form A, and similar numbering for other sections.
Applicant is requested to use 8 %I’ by 11” pages and to avoid oversized pages which cannot be copied easily. Tabulations, such as pro fonna sheets, may be reduced to 8 by 11“ as long as they remain legible. Tabular summaries should be used wherever possible. Where the forms specify a set of column headings to be used in a tabular response, all headings must be used even if some columns are to be blank or are not applicable.
F. Franchise Documents
I The documents constituting a franchise shall be W.Va. Code 524D-1-1 et seq.; all rules in effect as -_ promulgated by the Commission; the application together with any amendments thereof which are authorized under section H of these instructions; and the franchise agreement. G. Clarification of Franchise Documents
In the event that Applicant has questions as to any terms, conditions or provision of this application or the meaning or interpretation thereof, it may request information or clarification by submitting such request in writing to: Public Service Commission of West Virginia, P. 0. Box 812, Charleston, WV 25323.
Applicant, by submitting its application, shall have represented the facts that it agrees that it has no unanswered questions with respect to the application form, and that it has no basis for withdrawal or modification of this application on the basis of misunderstanding. H. Amendment to Application
Corrections of inadvertent errors, if timely received, will be considered. Additional or clarifying infonnation or data may be requested by the Franchising Authority, if, in its judgment such information or data will aid it in analysis of the application.
If ambiguities or inconsistencies are found by the Franchising Authority in the application during the evaluation period, the Franchising Authority may request and upon such request the Applicant shall be required to submit a clarification. Such Clarifications will become part of the application as if they had been submitted with the original application material.
I. Submission of Data on Other Systems
Information may be solicited from other coinmunities in which any entity related to Applicant operates cable television systems to determine the quality of its performance in those communities. By submitting an application, Applicant will grant the Franchising Authority or its representatives the right to contact personnel or examine the facilities of such systems. By submitting an application, Applicant consents to both the solicitation of such information by the Franchising Authority and the disclosure of such information by the comparable Franchising Authority where such entities operate.
J. Amlication Cost
The funds expended by Applicant in preparation of its application, shall be at Applicant’s own risk and cost.
K. Consideration of Application
Consideration of the application shall be governed by the West Virginia Cable Television Systems Act, I W.Va. Code 524D-1-1 et seq., applicable rules, and the Cable Communications Policy Act of 1984, 47 U.S.C. $521 et.
11. IIWORMATION REQUIREMENTS
A. Financial Statements and Responsibilitv
The application must include a statement of Applicant’s financial condition, financial responsibility and resources, including a financial statement reviewed or audited by an independent public accountant for the most recent fiscal year, and for the last quarter an unaudited statement and a financial statement of any parent organization. The rendering of the financial statements should be in such fomi as will clearly reveal the extent of the Applicant’s cable operations, including investment in cable facilities, revenues from all sources, expenses of operations, and the accounting policies used in the preparation of the statements including those related to income taxes, parent advances, charge backs, and allocations.
~ RESPONSE: Attached are the audited financial statements for the year ended December 31,2007. In addition, attached are the unaudited financial statements for the quarter ended March 30,2008. B. History and Experience
The application must include a narrative account of Applicant’s history and experience to demonstrate its ability to furnish efficient and dependable service to the public.
The narrative account should include a description of the background and experience of the senior personnel who will manage the operation of the cable system.
RESPONSE: Please see Form A responses.
C. Description of Proposed System
Applicant must include a description of the cable system proposed to be operated and/or installed, including such detail as may permit a proper evaluation of the merits of the application. The description shall include discussions if appropriate, of how service will be converted from any existing facility to any new facility; the potential use of fiber optics in trunk lines and the distribution systems; and the potential use of addressable taps.
Please break down this analysis into several parts, beginning with a projection of demands upon the cable system over the intended term of the franchise. Demand analysis should include discussion of anticipated I changes in number of consumers, consumer wants and needs, nature and range of services to be provided, technological advancements, etc. From the demand analysis should flow a discussion of the proposed upgrade or upgrades over the length of the desired term, and then ultimately, an impact analysis of these upgrades on pro forma financial projections during each year of this period (please refer to Form D).
If Applicant proposes a system with a capacity of less than 450 MHZ, it must explain in detail the basis for the belief that such a system will meet future needs and interests or that a more elaborate system with greater capacity is not reasonable in light of costs.
RESPONSE: Please see Form E responses.
D. Economies of Scale
Describe the potential market for cable services within the franchise area. Applicant shall state whether it believes that the provision of cable service in the franchise area will enjoy any real or potential economies of scale and/or scope, and whether the public is better served by the award of one, multiple, or area J specific franchises. The Applicant shall provide any documentation or other infomiation which supports its views.
RESPONSE: Please see Form F responses
E. Technology Change and West Virginia Telecommunications Lnfrastructure
Since the Franchising Authority may renew a franchise for a period of up to twenty (20) years or grant a new franchise for fifteen years (19, Applicant should describe with particularity how it believes: (1) the technical provision of cable service is likely to change over the period of the franchise; and (2) the demand for cable service in the franchise area is likely to change over that same period (for example, the capability of accommodating High Definition Television, two-way telecoinniunications to the home, internet access, data transmission, etc.).
RESPONSE: The Applicant is applying for a 5 year term franchise renewal. The cable system currently offers high definition, high speed Internet, telephone service, video on demand and advanced digital services. During the proposed term, Applicant will expand upon existing service - offerings. F. Access Structure
Please indicate the elements of a preferred structure for access, a discussion of other alternative structures considered, and the reasons why the proposed structure is preferred.
RESPONSE: Please see Form H responses
G. Substantial Compliance
For renewal applications, a demonstration is required that Applicant has substantially complied with the material ternis of any existing franchise orders issued by the Franchising Authority and with applicable law.
RESPONSE: Please see Form A responses.
H. Innovations
Please describe any innovations during the last ten years which Applicant has undertaken. These innovations may include technological or consumer service upgrades.
RESPONSE: The Applicant purchased the cable system from Charter Communications in 2006. since that time, Applicant has added additional digital and high definition content. Applicant has also upgraded upload and download speeds for Internet customers as well as launching phone service. ADplicant ’s Affidavit
This application is submitted by the undersigned who has been duly authorized to make the representations herein on behalf of the Applicant.
Applicant understands that this application will be part of the Franchise Documents, enforceable against Applicant, in the event a franchise is granted as a consequence of this Application.
Applicant recognizes that all representations made in this application are binding upon it and that inaccuracy of or failure to adhere to any such representations may result in revocation of any franchise that may be granted as a consequence of this application.
Consent is hereby given to the Franchising Authority to make inquiry into the legal, character, technical, financial and other qualifications of Applicant and/or any controlling entities by contacting any persons or organizations named herein as references, or by any other appropriate means.
The Applicant certifies and guarantees that the responses are within the financial capabilities of the proposed system as demonstrated on the pro forma statement of Form D, and further guarantees to deliver a cable communications system which is consistent with the responses contained within this application.
The signature hereto declares that the entire contents of this application are true and correct to the best of \ the undersigned’s knowledge, information and belief.
Firm Name: Cebrid s as Suddenlink Communications
Affiant’s Signature:
Official Position: Regional Director of Government Relations
Subscribed and sworn or affirmed to before me this 10 +h day of n ,200d
--‘------OFFICIAL SEAL NOTARY PUBLIC STATE OF WEST VIRGINIA TERRI STEPP SUDDENUNK COMMUNlCATlONS P. 0. BOX 1220 SCOTT DEPOT. WV 25580 Form A
A. 1. Ownership and Control Infonnation
RESPONSE: Please see Form A responses.
Provide the following information:
(A) Complete name and address of Applicant (Corporate).
RESPONSE: Cebridge Acquisition, LLC d/b/a Suddenlink Communications 12444 Powerscourt Drive, Suite 140 St. Louis, MO 63131
(B) Complete name and address of the person to whom communications from the franchising authority should be sent.
RESPONSE: Michael Kelemen Director of Government Relations 1 Suddenlink Communications P. 0. Box 1220 4038 Teays Valley Road Scott Depot, WV 25560
With a copy to:
Michael Zarrilli, Esq. Senior Counsel and Vice President of Government Relations Suddenlink Communications 12444 Powerscourt Drive, Suite 140 St. Louis, MO 63131
(C) Applicant’s business office address. (Local)
RESPONSE: 3028 Michigan Avenue I Shrewsbury, WV 25015
(D) Name and address of chief executive officer of Applicant.
RESPONSE: See Form A Response Attachments
(E) If the Applicant is a corporation, a statement of ownership, detailing the corporate organization of the Applicant, including the state of incorporation, the names and addresses of the officers, directors, and major stockholders (owning 10 percent or more of Applicant’s stock), and the number of shares of stock held by each. Attach a copy evidencing registration to do business from West Virginia Secretary of State.
RESPONSE: Not Applicable
(F) If the Applicant is a partnership, a statement of ownership, including the names, addresses and social security numbers or tax identification numbers of all of the general partners and limited partners, if any, and the percent of interest each has in the partnership. - RESPONSE: Not applicable (G) If the Applicant is an individual, a statement of ownership, including the name, address and social security number of Applicant.
RESPONSE: Not applicable
(H) If Applicant is owned, in whole or in part, by a corporation or corporations, furnish the name, address and employer identification number for each corporation owning one (1) percent or more of the stock in the Applicant.
RESPONSE: See Form A Response Attachments
(I) If any of the corporate stock in the Applicant is held for any other person who is the beneficial owner of the stock, list the name, address and social security number of the person who votes the stock and his or her official capacity.
RESPONSE: Not applicable
(J) List all of the intercompany relationships the Applicant has, including parent, subsidiary and affiliated companies. RESPONSE: See Form A Response Attachments
(K) The most recent Form 10-K, if any, for the Applicant and all related or controlling entities of Applicant.
RESPONSE: Not applicable
.!
FORM A RESPONSE ATTACHMENTS (financials, ownership information) Jerald L. Kent Chairman and Chief Executive Officer Suddenlink Communications
Jerry Kent began his career as a CPA with Arthur Andersen in 1979. He left to head up acquisitions and finance for an upstart cable company, Cencom Cable Associates, Inc. in 1983. He later became CFO of that company. Cencom grew by acquisition and eventually served 550,000 customers in the U.S. when it was sold in 1991.
After serving one year with the acquirer, Mr. Kent left and co-founded Charter Communications, Inc. in January of 1993. As President and CEO, he led the company to be one of the top 10 largest cable operators in the U.S., serving 1.3 million customers. In 1998, Microsoft co-founder Paul Allen acquired Charter with Mr. Kent continuing as President and CEO. Charter subsequently grew to serve over 7 million customers as the nation’s fourth largest cable company.
During Mr. Kent’s tenure, Charter went public in what was then the third-largest IPO in U.S. history, became one of the largest issuers of high yield bonds in the world, and consistently led the industry in superior operating results. From November of 1999 (the IPO date) until he left in September of 2001, Charter was the best performing public cable stock.
Mr. Kent serves on the executive committee and board of the National Cable & Telecommunications Association and on the board of C-SPAN.
A native of St. Louis, Mr. Kent is very active in the community, serving on the Board of Trustees of his alma mater, Washington University, as well as the Board of Directors for the St. Louis Zoo and REJIS (the Regional Justice Information Systems). Additionally, Mr. Kent serves on the Advisory Board for Cable in the Classroom; the Board of Directors for C-SPAN and the Cable Center; as well as the Board of Directors and Executive Committees for CableLabs and the National Cable & Telecommunications Association. Thomas P. McMillin Executive Vice President and Chief Operating Officer
Tom McMillin joined Suddenlink Communications in February 2006, bringing 19 years of experience in the cable and telecommunications industry.
Most recently, Mr. McMillin was Chief Financial Officer for First Broadcasting, a Dallas-based developer and operator of radio broadcast stations.
Additionally, Mr. McMillin has experience as the Chief Financial Officer for Clearwire Technologies, Inc., AMFM, Inc., Marcus Cable; served as the Chief Operating Officer for Novo Networks, Inc.; and served in various financial positions for Crown Cable and Cencom Cable. He began his professional career in 1983 with Arthur Andersen & Co., where he served in the audit division handling both private and publicly held clients.
Mr. McMillin holds a Bachelor of Science in Accountancy from the University of Missouri - Columbia. Mary E. Meduski Executive Vice President and Chief Financial Officer
With more than 20 years of financial experience in the media and telecommunications industries, Mary Meduski was named an Executive Vice President & Chief Financial Officer for Suddenlink Communications in July 2006.
Before coming to Suddenlink, Ms. Meduski served as Executive Vice President and Chief Financial Officer of AAT Communications. In that capacity, she maintained relationships with all financial advisors, lenders, and investors, raised capital to support the company’s growth objectives, and managed the company’s accounting and contract administration functions. Additionally, Ms. Meduski played a key role in the sale of AAT to SBA Communications in March 2006.
Prior to joining AAT, Ms. Meduski was a Managing Director of the Media and Communications Investment Banking Group at TD Securities (a subsidiary of TD Bank Financial Group), where she was instrumental in developing banking relationships in the media and telecommunications industries.
Ms. Meduski holds a Bachelor of Arts degree fiom Cornel1 University and has achieved a Masters in Business Administration from Boston University, graduating with highest honors. Wendy Knudsen Executive Vice President and Secretary
Wendy Knudsen joined Suddenlink as Executive Vice President and Secretary in May 2005. Ms. Knudsen has ultimate oversight of the legal function at Suddenlink with the Senior Vice President and General Counsel of Suddenlink reporting to her. Ms. Knudsen also serves as Executive Vice President and General Counsel of Cequel 111, a telecommunications management firm,which manages Suddenlink.
Prior to her current positions, Ms. Knudsen served as Senior Vice President and General Counsel at AAT Communications, a company managed by Cequel I11 from 2002 until April 2006, when AAT was sold to SBA Communications.
In addition, Ms. Knudsen was Associate Counsel - Legal and Business Affairs for the Manhattan-based National Football League Properties, Inc., the trademark licensing, marketing, and publishing arm of the National Football League and its Member Clubs.
Ms. Knudsen is a member of the California, Massachusetts, Missouri, New Jersey, and New York, state bars, as well as the United States Supreme Court bar. She graduated from Boston University School of Law cum laude where she was named an Edward F. Hennessey Scholar and G. Joseph Tauro Scholar. She received her Bachelor of Arts degree cum laude from Colgate University, with a double major in International Relations and Spanish. Terry M. Cordova Senior Vice President and Chief Technology Officer
Terry Cordova joined the Suddenlink Communications team in March 2003, bringing more than 18 years of experience in cable industry engineering.
Before Suddenlink, he was Division Vice President of Engineering for Charter Communications’ Southeast Division, serving some two million customers in nine states. He assumed this role in January 1999 and was responsible for the technical management I of approximately 120,000 miles of cable plant and over 700 headend facilities.
Under his leadership, the Southeast Division’s engineering team successfully integrated 13 large acquisitions, upgraded over 80,000 miles of cable plant, and consolidated over 300 headends in a three-year period. The $3.5 billion dollar upgrade plan was completed on time and below budget. Mr. Cordova also drove the deployment of digital cable, high- speed Internet, and video-on-demand (VOD) services - ultimately making digital service ! available to 99% of all customers, high-speed Internet to more than 94%, and VOD to nearly 40% of the digital customer base.
Mr. Cordova holds a Bachelor of Science degree in engineering from Kansas State University, and is a long-standing member of the Institute of Electronic & Electrical Engineers (IEEE) as well as the Society of Cable Telecommunications Engineers (S CTE). Jerry Dow Chief Marketing and Sales Officer
Jerry Dow joined Suddenlink as Chief Marketing and Sales Officer in February 2008, bringing with him more than 20 years of marketing experience in diverse and highly competitive fields. He works with members of the corporate and regional marketing teams to drive all marketing, advertising, promotion and sales activities for the company. Prior to joining Suddenlink, Mr. Dow was with Vanguard Car Rental, where he led marketing, advertising, reservations and e-commerce activities for both the National and Alamo car rental brands before they were sold to Enterprise Rent-A-Car. Before that, Mr. Dow oversaw global brand advertising, promotions, sponsorship and brand communications for United Airlines, helping manage the brand through the toughest period in its 80-year history, including the post-911 1 environment and bankruptcy.
Additionally, Mr. Dow served as Director of Marketing for Pella Corp., maker of Pella Windows. He began his career with the Leo Burnett Co., where he managed brands such i as Maytag, Jenn-Air, Magic Chef, Sealy and Steams & Foster.
Mr. Dow holds a Master in Advertising degree from Northwestern University and a Bachelor of Science degree in Journalism from Oklahoma State University. Douglas W. Faust Senior Vice President & Chief Accounting Officer
Doug Faust joined Suddenlink in February 2007, bringing more than 20 years of financial experience.
Prior to his current position, Mr. Faust was Vice President and Controller of Consolidated Communications Holdings, Inc. Additionally, Mr. Faust has served as Vice President and Controller for Nuvox Communications, Inc., as well as financial positions at Fortune 500 companies Agribrands International and Kellwood Company. Mr. Faust began his professional career as a public accountant with PriceWaterhouseCoopers, LLC.
Mr. Faust holds a Bachelor of Science degree in business administration from The University of Tulsa, is a certified public accountant, and earned an MBA from St. Louis University in 1995. Robert L. Putnam Senior Vice President and Chief Information Officer
Bob Putnam joined Suddenlink Communications in March 2003, bringing nearly two decades of experience in the IT industry.
As Chief Information Officer, Mr. Putnam has been responsible for the build out of the Information Technology department to support the growth of the company from a start- up environment to one now supporting 1.3 million customers and 4,800-plus employees.
Mr. Putnam oversees a team responsible for all aspects of the company's information technology department, including enterprise systems for financials, human resources, billing, mediation, data warehousing and business intelligence, public websites, customer portal, custom applications, knowledge management, work force management and database management. In addition, the team is responsible for the IT infrastructure across the company footprint for data centers, internal LAN/WAN, desktop and employee help
I desk. Additionally, the Program Management Office is set up and run out of the IT Department for large-scale, cross-functional initiatives.
Prior to joining the company, Mr. Putnam was Division Vice President of Consulting at Information Builders Inc., a privately held, $300 million software and consulting company. Prior to that, Mr. Putnam was a Senior Vice President with Hitachi Consulting, the former consulting division of Grant Thornton LLP, of which he was Partner-in-charge of a nationwide practice.
Mr. Putnam holds a Bachelor of Science degree in Computer Information Systems from Southwest Missouri State University. Peter M. Abel Senior Vice President, Corporate Communications
Since 2003, Pete Abel has led the corporate communications function at the company known today as Suddenlink.
Mr. Abel and his staff - in conjunction with colleagues in corporate and regional offices - manage trade, national and local media relations; community relations; employee communications; and certain aspects of the company's government relations.
Prior to Suddenlink, Mr. Abel was a senior vice president and senior partner at Fleishman-Hillard, an Omnicom company and one of the world's largest public affairs agencies. There, he consulted with organizations as diverse as Procter & Gamble, Monsanto, Johnson & Johnson, Anheuser-Busch, Dell and the Massachusetts Institute of Technology. For those and other clients, Mr. Abel managed teams of up to 30 professionals, who contributed to projects that spanned a range of disciplines, from marketing to crisis management.
Mr. Abel started his career in 1985 as a freelance reporter, and later as a full-time staff writer, for the (St. Louis) County Star-Journal, covering municipal politics and local businesses. John E. Fuhler Senior Vice President, Fiscal Operations
John Fuhler joined the Suddenlink Communications team in May 2006, bringing more than 16 years of fiscal operations experience in the cable and telecommunications industries. Mr. Fuhler assumed his position as Senior Vice President of Fiscal Operations in January 2007.
Before joining Suddenlink, he served as Vice President of Fiscal Operations for AAT Communications. In that capacity, he collaborated in the company’s financial strategies, which included preparing their budgets, forecasts and financial analyses for roughly three years.
Before joining AAT, he was the Vice President of Finance for Charter Communications’ Eastern Division. He assumed this role in February 1997 and was responsible for the financial activities of the division’s five regional operations serving two million customers in nine states.
Mr. Fuhler holds a Bachelor of Science degree in Accounting from Eastern Illinois University. Ralph G. Kelly Senior Vice President, Treasurer
Joining Suddenlink Communications in March 2003, Ralph Kelly brings more than two decades of experience in public accounting and the cable industry.
Before Suddenlink, Mr. Kelly was Senior Vice President and Treasurer for Charter Communications, which he joined in 1993, the same year the company was founded. Mr. Kelly also has experience as the Chief Financial Officer for CableMaxx, Inc., and served as controller and treasurer for Cencom Cable Associates from 1984 to 1993.
From 1979 to 1984, Mr. Kelly served in the audit division of Arthur Andersen & Co., with an emphasis in communication and small business clients.
Mr. Kelly holds a BSBA in accounting from the University of Missouri - Columbia. In addition, he is a CPA and obtained an MBA from St. Louis University in 1989. Patricia L. McCaskill Senior Vice President, Programming
Patty McCaskill joined the Suddenlink team in February 2003. Today, she is responsible for managing Suddenlink’s relationships with media ownership groups, television stations, and cable networks.
Ms. McCaskill has more than 30 years’ experience in cable industry management and operations, with an emphasis in marketing, sales, customer service, programming, strategic planning, and budget development.
Before joining the Suddenlink team, Ms. McCaskill was Vice President, Programming and Pay-Per-View, for Charter Communications. Prior to Charter, Ms. McCaskill was the founder and president of McCaskill Communications Consultants. From 1987 to 1992, she served as Vice President, Central Region, for the Travel Channel. Earlier in her career, she was advertising product manager for southwestern Bell Publications,
I responsible for handling multi-million dollar mass media and direct mail budgets.
A member of the Cable Pioneers Class of 2002, Ms. McCaskill founded and served as a past president of the St. Louis Chapter of Women in Cable & Telecommunications. She also serves on the Cable & Telecommunications Association for Marketing (CTAM) On Demand and Summit Planning Committees and co-chaired the 2003 CTAM Conference. In addition, she serves as a member of the Board of Directors of the National Cable Television Cooperative; is a inember of the Executive Committee and Board of Directors of Cable Positive, an organization dedicated to AIDS awareness and prevention; and is a past member of the Board of Governors of the St. LouisIMid-America Chapter of the National Academy of Television Arts and Sciences.
Ms. McCaskill holds a Bachelor of Arts degree from Maryville University, and now serves as a member of the university’s Board of Directors and Executive Committee. Mary R. Meier Senior Vice President, Marketing
With more than 20 years of industry experience, Mary Meier joined Suddenlink Communications in September 2005. She is responsible for the company’s marketing and branding activities.
Prior to her position with Suddenlink, Ms. Meier was Senior Vice President of Marketing and Customer Service for St. Louis-based Millennium Digital Media, which she joined in October 2000. In that position, Ms. Meier was responsible for developing plans for acquisition marketing, as well as leading customer service groups with the goal of increasing customer growth and retention. Ms Meier also has experience as a marketing consultant with CoreComm, and as a Vice President of Marketing with Capital Cable.
In addition to her duties at Suddenlink, Ms. Meier serves on the Cable & Telecommunications Association for Marketing’s retail, steering, and co-op committees. She holds a Bachelor of Science degree in Business Administration and Communication from Southeast Missouri State University. Craig L. Rosenthal Senior Vice President, General Counsel
Craig Rosenthal joined Suddenlink in December 2003 as senior counsel, assuming the role of general counsel in April 2005, with responsibility for all legal and regulatory functions.
Prior to joining Suddenlink, Mr. Rosenthal was an attorney with Husch Blackwell Sanders LLP (formerly Husch & Eppenberger LLC), where his primary practice was in corporate law, mergers and acquisitions, and commercial transactions.
Mr. Rosenthal holds a Bachelor of Science degree in Accounting from the University of Missouri - Columbia and a Juris Doctorate from Washington University School of Law in St. Louis. He is a member of Missouri and Illinois State Bar Associations and the Federal Communications Bar Association. Kevin A. Stephens Senior Vice President of Commercial & Advertising Operations \ Kevin Stephens is the Senior Vice President of Commercial & Advertising Operations (CAO) at Suddenlink Communications. He was appointed in May 2006 as part of the company's acquisition of Cox Communications' properties. In this role, Mr. Stephens is responsible for growing and managing the company's fast growing business segment. CAO provides targeted advertising sales and mission critical data, voice and video services to business customers.,
Prior to Suddenlink, Mr. Stephens was Vice President of Sales and Marketing for Cox Communications, where he had responsibility for revenue and profit growth in a division with approximately 850,000 residential customers across seven states.
Before entering the cable industry, Mr. Stephens served as Senior Vice President of Marketing and Customer Services for Choice One Communications, a $324 million start- ! up telecommunications provider in upstate New York. Mr. Stephens began his career at Xerox Corporation, where he performed in a variety of progressively responsible leadership roles in general management, sales and product marketing.
Cableworld magazine named Mr. Stephens to its 2007 list of "Top 50 Minorities in Cable". Mr. Stephens holds a Master of Business Administration degree from the University of Southern California and a Bachelor's degree in business from the University of Michigan. Douglas G. Wiley Senior Vice President, Human Resources
Doug Wiley joined Suddenlink as Senior Vice President of Human Resources in June 2007, bringing with him three decades of experience in corporate human resources.
Prior to Suddenlink, Mr. Wiley was Senior Vice President Human Resources for Xspedius Communications in St. Louis where he served with the company since its formation, establishing and directing HR operations in the 22 states where it provided telecommunications service.
Additionally, Mr. Wiley worked in executive human resources positions for Correctional Medical Systems in St. Louis, Solaris Health System in New Jersey and Merit Behavioral Care Corporation in New Jersey. Additionally, he served as Senior Vice President Regional Operations for Medical Logistics in St. Louis.
\ Mr. Wiley holds a Bachelor of Science in Administration of Justice from the University of Missouri - St. Louis, and a Master of Arts in Personnel Administration fi-om Lindenwood University, both of which he completed while working for the St. Louis County Department of Police where he began his career in Human Resources serving as Director of Training and Personnel. He has been a member of the Society for Human Resources Management since 1981. Heather L. Wood Senior Vice President, Corporate Development 1 Heather Wood became involved with Suddenlink Communications as Senior Vice President, Corporate Development, through her work as Senior Vice President at Cequel 111, an investment and management firm focused on the development of cable and telecommunications companies.
She became part of the Cequel I11 team shortly after the company's founding in January 1 2002, and was promoted to her current position in September 2003. Today, she leads the group of professionals that acquires and divests companies and assets for the Cequel I11 and Suddenlink portfolios.
She has 13 years of experience in the cable and telecommunications industries. Prior to Suddenlink and Cequel 111, Ms. Wood was Vice President, Finance and Acquisitions, for Charter Communications, and before that served as Director of Development for
I Monsanto in Mexico City. During her career, she has worked with various teams to successfully complete multiple M&A transactions and raise funds through the high-yield and bank debt markets and IPO. Form B
CHARACTER QUALFICATIONS
Please provide the following infomation about Applicant and any controlling entities (hereinafter collectively referred to as “Applicant”). Please identify all controlling entities for which information is provided.
B. 1. For the ten-year period immediately preceding the filing of the application, please provide the following information as to Applicant:
a. Has any court or administrative entity entered any judgment, finding, decree or order which determined that Applicant engaged in any activity that involved:
(i) unfair or deceptive trade practices, perjury, fraud, dishonesty, organized crime or racketeering; or
(ii) violation of applicable federal, state, or local cable communications law or rules; or
(iii) violation of cable franchise provisions; or
I (iv) violation of the rules, regulations, codes of conduct, or ethics of a self-regulatory trade or professional organization?
If so, please describe each such judgment, order or decree and provide a copy thereof.
RESPONSE: None to all of the above.
b. Has Applicant or any of its officers, directors, or management employees been convicted of any felony I criminal offense which involved perjury, misrepresentation, fraud, theft, or bribery? If so, please provide full information concerning each such conviction.
RESPONSE: None
B.2. Has any cable television franchise held by Applicant, its parent corporation, or subsidiary of is parent corporation, been suspended or revoked? If so, please state the relevant circumstances for each such suspension or revocation.
RESPONSE: No suspensions or revocations Form C
CABLE HOLDINGS OWNED BY APPLICANT
c.1. Existing: Cable Franchise Interest
List any interest the applicant, or any corporation, company or person mentioned in response to items A. 1 .(A) through and including A.l .(I) previously, has in other cable television systems (or in a franchise for a system which has not yet been built), AM, FM, or television broadcast licenses or permits, newspapers, cominuiiications common carriers or manufacturers of cable television equipment, including the name(s) and address(es) of each such operation and the name of the chief executive officer of the franchising authority in which each such cable television system, if any, is located. Furnish the same information with respect to all pending applications for cable television franchises in other jurisdictions.
RESPONSE: Subsidiaries of Applicant’s parent entity owns and operates cable systems in 16 states covering 900 franchise areas, with 147 in West Virginia. Applicant respectfully submits that to provide a list of all franchise areas and pending applications is onerous and not necessary for the purposes of this application. Applicant has no ownership in other businesses.
I Forni D
FINANCIAL RESOURCES
Please describe in detail the financing plan for any construction and the continuing operation of the Applicant’s cable system. Documentation of the debt of financing is to be provided by a funding organization. If the funding is to be provided through any parent, then the ability to obtain financing and sources of‘ the parent must be documented including financial statements of the parent. Proof of financial capability shall include the following:
D.1. (A) Furnish a documented plan for financing the proposed system, which shall indicate specifically every significant anticipated source of capital and any and all limitations and/or conditions with respect to he availability of the indicated sources of capital, including both debt and equity.
RESPONSE: The cable system is not funded separately. In conjunction with the financing of our recent acquisitions, Suddenlink has over $1.0 billion in equity and $3.0 billion in debt investments. Our syndicate of equity investors is led by Goldman Sachs Capital, Quadrangle Capital, and Oaktree Capital.
1 (B) Furnish a statement of financial projections, and including as a minimum, names of creditors holding any indebtedness of the applicant at time of filing this application, the amount, percentage of outstanding indebtedness and the terms of indebtedness; a pro fonna schedule setting forth a profit and loss statement for a five-year period, a statement showing total sources of funds and uses of funds; a balance sheet of assets and liabilities for the same five-year period; a schedule of projected subscribers, subscriber revenues and non-subscriber revenues for the same five-year period; a schedule setting forth direct operating expenses for the same five-year period; and a schedule of capital expenditures for the same five-year period.
RESPONSE: Applicant does not prepare system level financial projections. However, we do believe that we have sufficient capital available to continue to provide the existing level of service to these communities, as well as launching new advanced video and communications services as appropriate, including but not limited to digital video, HDTV, VOD, DVR, HSD and telephone service. Financial Statement data related to both the parent company and the entity under which this system (as well as others acquired as part of a transaction with Charter Communications) is held is included.
D.2. Contact in Outside Audit Firm For Applicant, any parent company, and the principals, provide the name, title, address and telephone number of an appropriate contact person in each outside audit firm utilized within the past five years.
RESPONSE: At this time, Applicant will not provide a direct contact with the Applicant’s outside audit firm. If the Franchise Authority would like to arrange a call with the outside audit firm, please contact Michael Pflantz, Vice President and Controller, 314-965-2020.
D.3. Financial Statement
Submit a financial statement for the Applicant reviewed or audited by an independent public accountant for the most recent fiscal year, and for the last quarter an audited statement, and a financial statement for the relevant parent organization, if any, audited by an independent public accountant for the most recent
~ fiscal year. See Foiin A Response Attachment
Form E
ANTICIPATED CONSTRUCTION PRACTICES
E. 1. Furnish a timetable for completion of construction of the proposed system, which timetable shall assure uniform availability of service throughout the designated service area.
RESPONSE: Applicant’s existing cable system has been completed for many years and offers uniform availability of service throughout the franchise area.
E.2. Construction Completion - Provide a complete list of all facilities to be constructed, their function and general description, and their estimated date of completion.
RESPONSE: All cable system facilities, including cable plant and fiber optics have been constructed and active for at least five years.
E.3, Construction Complaint Resolution - Describe practices for complaint resolution during any I construction.
RESPONSE: Applicant provides a toll free phone number available 24 hours a day, 7 days a week for complaint reporting and resolution. Additionally, complaint mediation is available through the Public Service Commission of West Virginia.
E.4. Construction Maps - Attach copies of relevant topographical maps designating current service area boundaries and proposed service area boundaries over the next five years. Please highlight roads 1 paralleling the cable service area.
RESPONSE: Applicant has no additional build out plans in the franchise area. Strand maps are available in a printed or GIS compatible format. Should the franchise authority wish to receive these maps, please identify the format required. Form F
CHANNEL CAPACITY AND SYSTEM DESIGN
F. 1. Furnish a statement of channel capacity, including the total number of channels in the proposed system, the total number of channels to be activated immediately, and the number of designated public, educational or govenimental channels.
RESPONSE: The system is currently at a 750 MHz bandwidth capacity with 257 activated channels and a maximum capacity of approximately 500 channels based on current digital compression technology. The system reserves a minimum of 3 channels for public, governmental and educational use.
F.2. Furnish a statement of the television and radio broadcast signals to be carried, together with a description of programming and other services to be offered, including access, interconnect and institutional services, if not shown on Form G.
RESPONSE: See Form G.
F.3. Furnish a description of the proposed system design and planned operation, including at least the following:
(A) The general area for location of headend(s) and antenna(s), if known, furnish map coordinates;
RESPONSE: The headend facility is located at 3 Eagle Way, South Charleston, West Virginia 25309.
I (B) The extent and type of interactive services to be offered on both the residential and institutional industrial networks, together with a schedule for their activation or projected availability from particular points;
RESPONSE: The cable system is fully interactive and offers high definition, pay per view, video on demand, news and weather. High speed Internet access and telephone service is available throughout the franchise area. Applicant also offers full video, data and Internet services to all businesses throughout the franchise area.
(C) The extent and type of automated services to be provided;
RESPONSE: Applicant provides automated bill paying options for customer convenience.
(D) The location of origination points and origination facilities;
RESPONSE: Applicant has no origination points or facilities in the franchise area.
(E) The number of channels to be activated immediately for public access and institutional uses; the facilities, equipment, and staff to be made available for such uses and a schedule of charges for facilities, personnel and utilization of such channels and services (such schedule of charges shall be included in the proposed tariff);
RESPONSE: A minimum of 3 channels are available for use. Applicant does not own facilities within the franchise area but alternative production and studio facilities are readily available upon request.
~ __ (F) The provisions for expansion of channel capacity and other upgrading of the technical capabilities of the system as technological improvements become available;
RESPONSE: The system is currently at a 750 MHz bandwidth capacity with 257 activated channels with a maximum capacity of approximately 500 channels based on current digital compression technology. The cable system as built is fully upgradeable as needed and has sufficient bandwidth available for future growth.
(G) The general system design, the type of system, the distribution system, two-way capability and the method of interconnection with other systems in West Virginia; and
RESPONSE: The cable system is a proprietary design but deploys fiber to the node, node to node and coaxial plant to the home. The system is two way capable. Please see F.8. for interconnection information.
(H) The extent and purpose(s) to which the Company proposes to use microwave technology, and the name and address of the Company representative responsible for obtaining necessary FCC approval(s).
RESPONSE: Microwave technology is not used.
F.4. Emergency Alert System
Describe your existing and/or proposed Emergency Alert System including make and model numbers of equipment. Indicate whether system will override all audio and video channels or only audio channels. Also indicate how and from where the system will be activated.
RESPONSE: The EAS system will override all audio and the lower third of the video for a video crawl. The system can be activated at the South Charleston headend via phone or radio transmission. Please see Form F Response Attachments for equipment information.
F.5. Subscriber Converter Availability
Please explain your present and future policies concerning availability of converters for subscribers as well as any costs to subscribers for such converters.
RESPONSE: Applicant offers Scientific Atlanta home terminal units with encryption technology for $3.95 monthly.
F.6. Closed Captioning Devices
In regard to closed captioning or other services for the hearing impaired, what, if any, services have been and will be made available? If any such provisions are made, please indicate type and availability of equipment to be utilized.
RESPONSE: Applicant does not deploy equipment for the hearing impaired.
F.7. Service Level Isolation
(A) Pay Cable Isolation - Describe design specifications for the delivery of pay cable television, including methods of security (e.g., negative-option or positive-option traps, sync suppression, addressable converters, etc.).
RESPONSE: Pay cable television is offered via encryption technology.
(B) Tier Isolation - If more than one basic service tier is to be provided, describe how lower tier
~ subscribers will be isolated from receiving upper tier programming. RESPONSE: Isolation is achieved through negative trapping and encryption technology.
(C) Scrambling System - While no proprietary data is required, state for each scrambling system used whether demodulation and remodulation must occur at headends, hubs, or subscriber equipment, and provide a brief analysis of the source of any interference or distortion anticipated due to this process.
RESPONSE: The cable system is not demodulated or remodulated.
F.8. Statewide Interconnection - Describe what efforts may be undertaken lo interconnect the Applicant’s cable system with other cable systems in the State. Include such information as:
RESPONSE: Applicant has no interconnection plans with other cable systems not owned by Applicant. All Applicant owned cable systems within the state are interconnected at a minimum of 750 MHz bandwidth.
(A) Technical means of interconnection;
(B) Band width capacity of interconnection systems;
(C) Name and location of cable systems proposed to interconnect;
, (D) Proposed activation dates of interconnect;
(E) Identification of total interconnect cost and how such cost will be shared among cable systems;
(F) Administrative coordination between cable systems, including any existing agreement to interconnect;
(G) Programming coordination between institutions, program suppliers, and access users; and I (H) Other information as necessary.
F.9. System Maintenance - Describe procedures for routine preventive maintenance, including type and frequency of system inspection and testing, number and qualifications of technical staff, and the test equipment to be provided. A clear summary of the maintenance procedures is desired, rather than lengthy maintenance manuals.
RESPONSE: See Form F Response Attachment
FORM F RESPONSE ATTACHMENTS
(EAS equipment list, preventative maintenance manual)
I I
1.- ’ - ... I CMHE EAS InventLty 02-1 6-06 RSB.xls
. .. . ._...... - “.zmRG-ENNci! ALERT‘I S-YSTEM E~U,~ME~~,
...... _-.. ._...... I..I...... , ...... -” ....-. I I t I I I Description Manufacturer Model # Serial # Status SOLATED CONTACT CLOSUR VELA 7411742 ’ 544267VB ACTIVE SOLATED CONTACT CLOSUR VELA, 7411742 544268VB ACTIVE CONTROLLER? VELA NDU 710 544978VB SPARE M ONITOR CTX VL700 105-74600633 ,ACTIVE
A/V SWITCH VELA ACM-8 ACTIVE
ANSWITCH * VELA ACM-8 ACTIVE ,, AIV SWITCH VELA ACM-8 ACTIVE - AN SWITCH, VELA ACM-8 ACTIVE AN SWITCH VELA ACM-8 ACTIVE A/V SWITCH VELA ACM-8 690475 ACTIVE AN SWITCH VELA ACM-8 890480 ACTIVE AN SWITCH VELA ACM-8 SPARE * AUTOANSWER MONROE 986 SURPLUS
,.. . PagdLhatus Codes: Actlve (In Use), Spare (System Spare), Surplus (Can Be TransfdaOutfor Repair (Out To Vendor), Disposed (In Notes Column lndlcate Location;,/\ )posttion) TTT. Coax Distr,ibutionNetwork
Identification Fields
Following are descriptions for items corresponding to the Coax DetribufiunNetw0r.k TQA Form.. The fields at the top ofthe TQA Form must be filly completed, listing identifying information on the Technician, the location ofthe Technician,.a review date, and identifying address/location information fox,the coax distribution netwoxk..
Preparing for Daily Wortk Plan 1 A copy of the system maps .Feeds to be available,for,the Plant Technician before proceeding to the field.. 2 A cbpy of operating IeSels and system engineering performance specifications must be available for the Plant Technicians and relative to the assigned wo~karea before proceeding to the field.. 3 If the'workday includes utilizing a sweep system, make ,methe sweep transmitter is set up and 'inserted properly.,Ampkfier sweep records are to be referenced for planning and tzrtcking purposes pziox to pi'oceeding to the field.. 4 Ensure that test equipment is charged and in good working order. Have it in your vehicle before proceeding to the field.. 5 Before proceeding to the field make sure vehicle is equipped with spare parts and matqials needed to complete the workday plan 6 Befor*'f:procee.ding to the field, veri@ work schedule with Dispatch and Supervisor:. It maybe necessary to communicate with other departments/work goups, such as corqtmction, pIior to proceeding to the field.. ..
Standby Power Supplies
'7 Baiter? handiing safety equipment must be used when working on 01'directly axound standby power supply batteries.. Safety equipment includes face shield, rubber. gloves, and apxoh, as well as having bafteIy acid,neufralizeravdilable to flush eyes,.A watercolox. containing fkesh water can be used to flush eyes., 8 Visually inspect power suppiy cabinet'toensure it's mounted secur,eiyand thatit is in g6od 'physi'cal condition.. 'Check that electrical service meter and conduit is in gdod
condition and mounted.. Also applicable for 'conventional power supplies ' 9 Visually inspect power' supply bondindgroundhig wire, qnd ground rod to enme coimections are tight and secure on both ends.. Also applicable for conventional power supplies 10 Check dk log MC output voltage and current.,
-5- DI. Coax Distribution Networmk
Stand by Power Supplies (continued) 11 Visually check battery condition for any signs ofcracking,,leaking, or' swelling.VeI* the battery posts are clean and connectois are tight.. Terminals should be greased with an approved battexy terminal corrosion inhibitor.. When checking open circuit voltage follow MFG procedures befoxe disconnecting the battery from the inverter.. The difference between any batteries in the stzing should not be greater than 0..3 VDC,.Record the battery no-load voltage in the maintenance log..
12 Mer.verifyingbattery condition, conduct an inverter,load test..Once the test has tr,ansfexr,edthe poweI load to the back-up batteries and stabilized measure the individual battery voltage.. The diffeIence between any ofthe batteries should not be more than 0 3 VDC. Replace defective batteries with an identical type of'battery..Recod voltages in the maihtenance log., lj Verify power' supply status monitoring module is installed, connected and operational Check indicator lights for wamings and initiate investigationhepair as necessary.. 14 Locpag-, ?net after completing any service to power suppiy..ASO make sue the eleckical ser4ice meter' and bxeaker =e Iockedkecwed properly for the location..
Actives8. (~YQ d p-Am plifiers-Li ne Ex tenders) 15 VisusJlv inspect the mechanical integrity ofthe pedestal and housing..Check for loose 1 'hmsing:mounts, missing 01'loose port plogs', water damage and for. proper node/ampIifier hou&g seal.,While at location visually check aU associated hardware and equipment.. 16 VeIify that the node, amplifiex, ox' line extender is bonded/grounded., Check the mechanical grounding clamp connections for tightness.. 17 Inspect the interior 'coax and optical cabling and storage (inside of node or' amp) for sharp bends and kinks.. Look fox,loose connections.. 18.. Check transmitter and receiver warning light indicators for condition status and veIify
' ptoper operations.. , 19 Check &n>C voltages and right indicators for,propeX operation. Compare with values . on node/amplifier information card.. Notate chages and trends.. 20 Veri,Q.padsand EQ match what the node/amplifier information card lists.. 2 1 Check optical input power (vofiage) reference levels at node, Compaze measured level with the no'de/ampllfier infoImation card and getexmine if't7,oubleshooting:needsto be initiated.. Initiate coxrcction to meet system design specifications.. 22 Check the upperflower RF input Ievels..C0mpar.e meB;sux.ed level with the node/amplifier infoxmation ca.d and detedne if 'troubleshooting needs to be initiated.. 23 Check the upperflower RB output levels. Compaze measured level with the node/amplifier infoxnation caId and deternine iftroubleshootirig needs to be initiated,., Initiate coIiection to meet system design specifications., 24 Check f0rwar.d telemetry level(s)..Verify measwed level with the node/amplifier information card..Initiate comction to meet system design specifications.. . -6- ax Distribution Network
Actives (Nodes-Arnplifiers-LineExtenders - continued) 25 Check reverse telemetry level(s) . Verify measuxed level with the node/arnplif?er, information card, Initiate correction to meet system design specifications..
26 Check and record reverse CPD, ingress and noise,.Initiate correction to meet system design specifications..
2'7 Check fofward sweep x'esponse, Initiate correction to meet system design specifications, 28 Check r Plant Integrity 32 Correct or initiate repair,for any "non-satisfactory" plant,&&pi& &ss~@~, meh ;% tempormy cables, br oken/loose pedestals, missiag or 100s~.x.i$eI pad, pole transfe:rs, braken lashing wire, down guys missing, guy guafds dsfng, attid pooi, ox missing gr bunikhorids ,, : (. Egress 33 Monitor,signal leakage while driving throughout the system to complete ,daily maintenance woxk.. Log, correct and/or initiate repair for signal lezkage measuring 20uVh or greater.. Leaks over 1OOuV/m must be corrected within 24 hours.. hgress 34 Locate, identify and/or initiate repair of source ofingree'ss,nciise, and distortions. Maintain log of all revelse mitigation locations, .cause and resolution.. Note bends and issues in common and communicate with team members., -7- Iu. Coax Distribution Network ElFC Certification Testing 35 Node certification testing must be performed annually with passing performance documentation Follow the Charter Plant Certification procedures document to meet this requirement.. 36 A technical FCC Proof-of-Performance must be conducted twice each calendar year (at intervals not to exceed 7 months) for. all systems serving 1,000 0:. more SubscIibers.. Testing must be performed during the coldest and waimest times ofthe year (.Jan or Feb, arid .July 01' Aug).. The FCC has an established formula to detemjne the number of test channels based on bandwidth, and the number of'test points based on subsciibers starting with amhimum of6 test points.: The FCC POP includes a number of'tests includi~ig:RI; measurement, fieqfiency measurements, in channel fiequeicy response, distor tion, caller- ' to-noise, hum, poit isolation and signal leakage., CFR, Part 76,.601outlines proof-of- pexformaqce testing requirements and pexfoimance measurements.. 37 Conduct End of lines testing according to maintenance schedule..AI1 perfoxmance tests need to be documented and availabIe for inspection. End of'line tests include all RF levels, non-intrusive C/N testing, hum and Pictue/Sound Quality Iatings.. Dasy Work Plan:Che&-Out 38 Cqplplete an9 turn .in paper work such as scheduled repair. orders (SRO's), demand plant coilection log, updated maintenance records, correction logs and as-byilt maps at the end of technicians' workday.. 39 Tag and turm in failed equipment to be checked and repaired.. 40 Close out day with dispatch and supervisor 41 Remove or store test equipment to prevent theft. Vexify equipment flom vehicle will be charged to complete yom next woxkday.. Personal Performance 42 Field technician must maintain a preventive mind-set. Field Technician must take appxapIiate measure to prevent the necessity of' future service calls and line px,oblems., When time constraints do not allow Field Technician to devote pIopeI attention to correct potential problems, he/she must to advise theiI stzpervisoI; maintain problem log, and plioIitize their work schedule accordingly. 43 Field technician must present a professional image, This includes weasing neat, clean clothing and maintaining a well-groomed appearance.. 44 Field technician must diligently observe all safety requirements - 8- Forni G SIGNAL CARRIAGE AND CHANNEL ALLOCATIONS G. 1, Video Signal Carriage and Channel Allocations RESPONSE: See Form G Attachment (A) Complete pages 3 through 6 of Fonn G. 1 for each system effected by this franchise. (B) In G.1 column 2 list the broadcast channel number of each broadcast station carried or to be carried by the cable system. (C) In G.l column 3 list the station call letters or the name of the service that is carried on the cable channel in G. 1 column 1. (D) In G. 1 column 4 list the city and state of origin of any broadcast services carried by the system. (E) In G. 1 column 5 identify the method of reception of the signal transmitted on the cable channel using the following abbreviations: OA - off air FO - fiber optics SAT - satellite TEL - telephone line MIC - microwave LO - local origination (F) In G.l column 6 identify the network affiliation of each broadcast station carried. If this channel is designated for PEG access indicate type of access here, even if the channel is currently used for another purpose. I (G) In G.l column 7 indicate the tier level of the channel or service using the following abbreviations. Basic service should be the minimum level of service available for reception of cable service. B - basic service EB - expanded basic (# if more than one level) P - pay tv service PPV - pay per view service (H) In G.l column 8 indicate if the channel is used 24 hours per day; list start and stop times if part time or occasional if not used on a daily basis. (I) In G. 1 column 9 indicate the date that the channel or service became or will become available. G.2. Audio Signal Carriage RESPONSE: See Form G Attachment Complete form G.2 for each specialized audio service utilized by the system. If the system receives and transmits broadband FM radio, indicate (FMBAND) in column 1. If audio service is sold as one or more services or package, indicate in column 6 as “FM” (broadband or package), “B” if included with basic service, or “Audio #” for each service or package sold as a separate service. Use column 7 for further descriptions of the audio services listed on the form. FORM G RESPONSE ATTACHMENT (current channel lineup with requested information) NICHOLAS COUNTY CHANNEL LINEUP CHANNEL I SERVICE LEVEL I PROGRAMMING NAME [ DELIVERY I AFFILIATION I HOURS I School and WV I Library NICHOLAS COUNTY CHANNEL LINEUP CHANNEL I SERVICE LEVEL I PROGRAMMING NAME I DELIVERY I AFFILIATION I HOURS 21 5 Digital Family & Information Fine Living SAT 24x7 216 Digital Family & Information G4 SAT 24x7 300 Digital Family & Information The Science Channel SAT 24x7 301 Digital Family & Information Discovery Health Channel SAT 24x7 NICHOLAS COUNTY CHANNEL LINEUP I I I I I I I I I I CHANNEL 1 SERVICE LEVEL I PROGRAMMING NAME I DELIVERY I AFFILIATION I HOURS I I I I I 774 HD Basic ESPN 2 HD SAT I 24x7 775 HD Plus Tier HD Theater SAT I 24x7 NICHOLAS COUNTY CHANNEL LINEUP CHANNEL I SERVICE LEVEL I PROGRAMMING NAME I DELIVERY I AFFILIATION I HOURS NICHOLAS COUNTY CHANNEL LINEUP CHANNEL SERVICE LEVEL PROGRAMMING NAME DELIVERY AFFILIATION HOURS DELINEATION OF RESOURCES COMMITTED TO PUBLIC, EDUCATIONAL, AND GOVERNMENTAL ACCESS AND LOCAL PROGRAMMING OR ENTITIES H.l. Furnish a statement of terms and conditions under which service is to be provided to educational, charitable, governmental and other entities. RESPONSE: Applicant offers PEG access to any qualified user, provided that the user complies with all applicable state and federal laws. Applicant offers this access in accordance with applicable state and federal law. H.2. Furnish a statement of policies for public, educational and governmental access origination programming. RESPONSE: Applicant offers PEG access to any qualified user, provided that the user complies with all applicable state and federal laws. Applicant offers this access in accordance with applicable state and federal law. H.3. Furnish a statement (or chart) indicating the availability of access studio, editing equipment and portable equipment, Sunday through Saturday. RESPONSE: Applicant does not own origination facilities in the franchise area. Upon request, Applicant can provide contact information of other companies that provide these services. H.4. Furnish a statement explaining your public access training course program. I RESPONSE: Applicant does not have a public access training program. H.5. Furnish a statement (or chart) indicating your access production coordinator’s duties and the hours these duties will be performed during the week. RESPONSE: Applicant does not employ an access production coordinator. H.6. Furnish a statement indicating your Company’s local origination programming policy, including the number of hours per week, types of productions and staff available for such programming. RESPONSE: Applicant does not own local origination facilities in the franchise area. Upon request, Applicant can provide channel space for such uses. Fonii I CUSTOMER SERVICE AND RATES I. 1. Describe in detail standards for customer service. Specifically, address standards and procedures for installation, billing, collection, handling of complaints, repairs, discontinuing or changing service, telephone and other services. Describe how the Applicant plans to provide repair service within 24 hours of customers’ service complaints. RESPONSE: Customer service standards, including procedures for installation, billing, collection, handling of complaints, repairs, discontinuing or changing service, telephone and other services are legislated by state and federal law. Applicant warrants material compliance in all legislated areas of customer service. 1.2. Provide a summary for the last five years of all rates charged for each level or tier of service including pay service. I RESPONSE: Applicant does not retain records of rates for 5 years of all rates. Please see Form I Response Attachments for available information. 1.3. List the proposed rates, if any, to be charged including rates for each service tier as appropriate and charges for installation, cancellations, connection, change of service, upgrade, downgrade, reconnect, late charges, bad check charges, and other services. RESPONSE: See Form I Attachments I 1.4. Provide information on proposed rates, charges or deposits for studio and equipment usage, as well as any charges to subscribers for converters or scramblers. RESPONSE: See Form I Attachments 1.5. Identify the location of each business office to be maintained by Applicant to service the franchise area and describe its business hours; further set forth Applicant’s proposed number of telephone lines, number of toll-free telephone lines, and number of staff to be assigned to each office to handle consumer complaints. RESPONSE: The business office for the franchise area is located at 3028 Michigan Avenue in Shrewsbury and is open 8 am to 6 pm Monday through Friday. The franchise area is served by a regional call center with 235 employees in Parkersburg. 1.6. Furnish a statement (or a sample) of your proposed monthly bill to subscribers, including a statement as to the frequency with which a fully itemized bill is sent out. RESPONSE: See Form I Attachments 1.7. Furnish a statement concerning your disconnect policy as to subscribers who are delinquent in paying their monthly service charges, and include any collection fee which may be imposed. RESPONSE: Applicant complies with state and federal law legislating delinquent account procedures. 1.8. Furnish a statement indicating what the Company’s educational or awareness programs will be to: a) inform potential subscribers that cable television subscriber bills are payable “in advance,” and b) what the credit policy is for interrupted service. RESPONSE: Applicant provides an explanation of the billing process when the potential customer affirms that cable is desired. The billing policy is also included with installation kits and on the billing statements. 1.9. Furnish a statement of the applicant’s line extension policy, and identify where in the service area it will be implemented. RESPONSE: Applicant will extend service to 1 home under its standard installation charge of up to 150 feet. Applicant will also extend service where the density of homes per mile meets or exceeds 30. The franchise area build out meets or exceeds this policy. If this transaction involves a transfer, the local franchise authority may request a sales price of the cable system limited to the price paid for the headend, distribution system, real estate and i appurtenances which are required to operate and deliver a signal to he franchised community. This information will be held in confidence and treated proprietarily. n FORM I RESPONSE ATTACHMENTS (basidexpanded rate history, annual customer notice, sample bill) Charleston Basic & Expanded Rates 2003 to Present 2003 Rates Basic Expanded Total Rate Rate Rate $14.95 $30.30 $45.25 2004 Rates Basic Expanded Total Rate Rate Rate $1 5.95 $32.55 $48.50 2005 Rates Basic Expanded Total Rate Rate Rate $1 5.95 $34.00 $49.95 , 2006 Rates Basic Expanded Total Rate Rate Rate $1 5.95 $34.00 $49.95 2007 Rates Basic Expanded Total Rate Rate Rate $1 8.95 $33.50 $52.45 2008 Rates Basic Expanded Total Rate Rate Rate $1 9.00 $35.00 $54.00 The franchlslng auvlotiUes for yourareaare: t City of Charleston Town of Marmel Town of PraQ I P.O. Box 2749 P.O. Box 15037 P.O. Box 128 . Charleston, WV 25330 Marmet, WV 25315 PraQ, WV 25182 Lincoln County Commlsslon Town of Gauley Bridge Town Of Whltesvllle P.O. Box 297 P.O. Box 490 P.O. Box 475 Hamlln, WV 25523 Gauley Bridge, WV 25085 Whltesvlh WV 25202 Clty of Dunbar Town of East Bank City of Srnllhers P.O. Box 483 P.O. Box 307 P.O. Box 489 Dunbar, WV 25064 ' East Bank, WV 25067 Smilherst WV 25186 Clty of South Charieslo! Town of Glasgow Fayette Counly Comrnlsslon 4th Avenue & D Street P.O. Box 130 P.O. Box 307 South Charleslon, WV 25303 Glasgow, WV 25066 Fayetleville, WV 25840 Clly of Belle Town of Handley Clay County CommlSslOn 1100 East Dupont Avenue . P.0. BOX 100 P.O. Box 190 Belle, WV 25015 Handley WV 25102 Clay, WV 25043 Town of Chesapeake Cily of Montgomery PMc Service hmlsslon 12404 McCorkle Avenue 706 Thlrd Avenue 201 Brooks Slreet Chesapeake, WV 25315 Montgomery, WV 25136 Charleslon, WV 25301 Charleston Shrewsbury 1003TownCenter Mall 3028 MichiganAvenue Charleston, W25301 Shrawsbury,WV 2501 5 Monday-FridaylOam7prn Monday-Ftiday8am6prn Satutday loam-ipm Closed Sunday Teays Valley 4038 Teays Valley Road ScoBDepot, WV25560 Monday-Friday Earn-6pm (800) 972-5757 Charleslon12007 Suddenlink Communlcaiions is required by federal cable television law to provide you with 1. During severe electrical storms you should unplug yourteievislonset and cabla set-top an annual noticeof our products and services and associated condillonsforservice. If you boxtoavolddamage.Suddenlinkandtelevisionsetmanufactureffiarenotresponsiblefor have anyquesdons aboutthis noliceoraboutSuddeniink'scableandnon-cableservicesor damagelhatoccursdue toaclsofnature. policies, please contactusatthelocaloffirceinformaeonprovldedon yourstatement. 2 remember yoursat-top boxoperatesonIlOvoitsso takeallthe precautionsthat you would for any small appliance -such as checking to see that the cord is not worn or damaged. BASIC SERVICE. (BaslcllerAvaliabifity) The Basic service Tier, where available, Is our 3. Foryourownsafety,donotattemptioapenorothenvisetamperwithyourset~topbox. lowest level of cable service. Basic Service includes off air broadcast siallons and may include any franchise-requiredpublic, educational and government access channels. All 4. If you have someone otherthan Suddenlinkinstalithe lnsldewin'ngin your home,orlfyou . such programming varies on e community-bycommunity basis and is subject to change at doityourself,youareresponsibleforensuringthatthewln'ngdoesnotinterferewiihhe any Ume. Pursuant to federaiiaw, cable customers must subscribe toBaslcServicelnoider normaloper;lSonofhecables~tem(suchas radioused bythepollceandfiredeparbant) tosubscribe toanyothercableservice. and thatitcomplieswithapplicabiefederai regulafons, includingprotectlons againstsignal leakage. EXPANDED SERVICE. The Expanded Servicelier, where available, Is an optionallevel of service above and beyond Basic Service and Is billed separately from BasicService. A CABLE COMPATIBILITY customer must receive Basic Service In order to be eligible to receive Expanded Basic. Most modem televislonsets, DVDs and VCRs are cable compatible and can receive the Expanded BasicServicemaylncludemanyofhenonpremiumcablechannelssuchesthe analogtelevislonsignalscam'edonthe cablesystem lfffiosesignalshave not beenended Discovery Channel, Lifetime, ESPN, A&E, USA, andTNT. Ailsuch programmingvaries to secure the signal. "Cable-ready" television sets may be connected directly to the cable on a Community-by-communitybasis and Is subject to change at any Ume. system and will receive the non-secure analog slgnals present on the system. Except for new televisionsets equippedto use the CableCARDS technology, describedlater in this SUDDENLINK DIGITAL. Suddenlink Digital, where available, is an optional level of nolice, television sels will not receive he digital or highdefinitiontelevision (''HDW'J signals servlce that provides access to an array of movies and other programming In crispdigitai- canled on Suddenlink's cable system without a set-top box provided by Suddenlink. Aset- qualitypicture and sound. Included In Suddenlink Digital are Ihe interactive program guide, top box may also be required if the television set is not cable ready and cannot receive he commercial free music and amssto pay-per-view("PW) and in some marketsvideoon- large number of channels availabieonhe cablesystem. demand ('YOD"). Addltlonai channel genres which may be offered in Suddenlink Digital Include classic movies, sports, news and finance, health, home Improvement,educational ABOUT YOUR SET-TOP BOX and chiklren's programming. Even If your ielevlslon set is cablecompatlble or cableready,you will still need aset-top box toreceivesecureenalcgsignals, digitaisignais, orHDTVslgnaisffiataracamedonffiecable PREMIUM SERVICES. Premium Services are available on a per channel or per service system. Secure analog signals and digital signals are premiumservlces that have been basis. Premium Channels generally Include Home Box Office(HBO), Cinemax,Showtime secured by the cable system and are delivered only to those customerswho elect to have and The Starz Super Pak. Not all premium services are available in ail areas. There Is a them as partof their service package. These Include mode channels, special events, video separate monthly charge forpremium channels. on demand events, and other premium serviceofferings. the set-top boxissimpiya tuner/ dewder. Itreceivesthecablechannelselectedbythecustomerand converts ittoaformat OTHER OPTIONAL SERVICES. In addition to these pmgrammlngsenices, Suddenlink thaican be received by the customer's television set, DVD or VCR. This converted signal mayalsoofferltscusiomeffi, for an additional monthly charge, the rental ofset-top boxesor Is usuaiiy displayed on channel 3 or4on he customer's television set, DVD orVCR. Some remota, Suddenlink HDW, DVR, VOD, andlor high speed Internetservice. set-iopboxesalsoprovidevidaoandaudiooutpuls,whichcan be mnnectedtothevideoand audbinputsofthecustomet'sdevlcesiftheyarepresent, A NOTE ABOUT PROGRAMMING. Suddenlink receives programming from varlous broadcast and cable networks. Suddenlinkis notresponsiblefor the content aired by these Operallng yourtelevisionsetafferitIs mnnectedtothecabletelevisionsystemiseasy. Turn networks and may not alter the programming schedule. Please contact specific cable or on yourtelevislonandheca~set-topbox.Ensure yourtelevisionsetis lunedtotheproper broadcast networks directiywityour programmingcomplaints orquestions. channel to receivethe slgnals from the set-top box (this will be either channel 3 or4 ofthe videoinput). Seiectthechannelyouwlshtowatchbyseiectlngitontheset-topboxusingthe You will find pricing and channel line-ups for your specificarea in thls notice. remote control. Tooinsure reliableoperation, insure the set-top box is pluggedintoa non- swltchedpowerouUet(onethatisnoiconhlledbya lightswitch). Loss ofpowertotheset- top box may result In a temporary loss of your cable televisionservice. NOTE THE SET-TOP BOXAND REMOTE CONTROL RENTALDEVICESARETHE Suddenlink's broadband networkand customer premises equipment, Including the set-top PROPERTY OF SUDDELINK COMMUNICATIONS, THE CABLE TELEVISION box, aredeslgned to besafaandreliableformrryingcableleievislonand hlgh-speed Internet COMPANY WHiCH PROVIDES YOUR SERVICE, AND MUST BE RETURNED TO signals. Herearejustafewtlpsto keepltthatway. SUDDENLINK WHEN YOU ARE NO LONGER A CUSTOMER. FAILURE TO 1 Servlws llslad In lhls ncllce may nul be avellabla In aA Suddenllnk areas. Pleesa mnlacl your local Suddenlink RETURNANY PROPERTY OF SUDDENLINK WILL SUBJECTYOU TO ADDITIONAL oA[m or cuslomer iervlca number Ifyocl have my queslions aboul sarvbavsilablllly. CHARGES AND POSSIBLE CRIMINAL PROSECUTION. DVDNCR HOOKUPS Your DVDNCR can be used to enhance your cable television experience. Suddenlink INSTALLINGYOURVCRAND DVD personnelwill help you understandhow to make DVDNCR and cable television servlce With yourVCRorDVD,you cangainaccesstoawholeworldofentertainment, recordwhat compatlbleentertainment components. You can have maximum flexibility in watching what youwish tosee,andwatchitatwhaleverlimeyoufindconvenient. InstallationofyourVCR youwanttowatch,whenyou wanttowatchlt. orDVDcanbemmpletedthroughavade~ofdifferentmethodsdependlnguponyourvl~ng and recording requlrements. Differentoptions for installingyour VCR or DVDaredescribed ADDITIONALEQUIPMENT: Cable jumpers, slgnal splitters, orNB switches may cause ...... below. signaldistortioniftheydonot meet Suddenlink‘sstandards.Pleasecontact us for assistance lnmnnecfing anyadditionaiequipmentto yourhomenetwork. Allmblemnnedionsmustbe How to Connect Your DVD Player, Set-Top Box (or “Receiver”), and TV properly prepared and must be propeiiytightened. ,%_LI_ Receiver CABLE REMOTE CONTROLS. Suddenlinkusesdgitalnxeiverswanalog set-top boxeswithdemdersthatworklnmjunction wilh universal remote controls available for purchase at retail stores. The following Is a representative list ofaxnpatibleremote mntrolscu~nUyavailaMefromretaiistwes. Although everyeffwthasbeenmadetoensureIheaccuracyofthe list, errorsoromlsslonsmayoccur. Please note thatthis list of current universal remote control units may bemme obsolete with Cable from Cable Outlet to IN of Recelver. AudiQNideo In technological changes. Should you have aquesBon aboutthewmpalibiiityofyourremote Cable from OUTon Receiverto IN on TV. control unit, please call theremotemanufacturerorcontact Suddenlink. AudioNideo cables from OUTon DVD to IN on SV. (Match colors of cables red-to-red, yellow-to-yellow, etc.) &&&. w GE 3-Device Universal RM24909 Harmony Universal Remote 699 HOWTo Connect Your DVDPlayer, Set-Top Box (or “Receiver”), TV, and VCR Harmony Advanced Universal 676 Kameleon (One For All) &Device Universal URG9960 One ForAll 4-Device UniversalBig Button URC4330 One For All 5-Device Universal URC5741 Phillips 3-Device Universal PH301S Phillips 5-Device Universal PHDVD5 RCA 3-Device Universal RCU300-TMS RCA 6-Devlce Universal RCUGOO-BL Cable from Cable Outlet to IN of Receiver. AudioNidc . ._ Cable from OUTon Receiver lo IN on VCR. RCA Universal Remote-Metallio RCU4lOMS CablefromOUTonVCRtoINonW. Sony 5-Devlce Universal RMV302 AudioNideo cables from OUTon DVD to AudioNldeo IN onW. Sony 6-Device LCD Display Universal RMV502 Howto Connect Your DVD Player, Set-Top Box (or “ReceIver“),W,VCRand Game Game Ifa set-top boxls installed for your cable televlslon service, special equipment Is availableto make your cable service mmpaliblewith yourexisting home electronics equipment This equipmentmay require acustom installationfee andlora motlthly lease fee. BYPASSSWITCHES: ThisswitchisinstalledonLheinputsideoftheset-topboxtopermit slgnals to bypass the set-top boxand be routeddlrectlytoyourtelevisionset, DVDor VCR. Thiswiiipermlthesimultaneousremrdlngandviewingof differentnon-secureprograms,he consecutive recordingof non-secureprogramming on different channels, and the use of picture in picture featuresfor non-secure channels. This switch may be part ofyourset-top Cable from Cable Outlet to IN on Receiver. AudloMdeo boxorit may be aseparatedevice. Cable from OUT on Receiver to IN on VCR. Cable from OUTon VCR to IN on TV. CUSTOM SETUP: If you wlsh to receive two secure channels at the same time (so that AudioNideo Cables from Game to AudioMdeo IN on VCR. youcan watchasecurechanneiwhiierecordinganothersecurachannel),twoset-top boxes AudloMdeo Cables from DVD to AudloNideo IN on TV. can be Installedto facilitate this request AMPLIFICATION EQUIPMENT Suddenlink Is required by federal regulalion to deliver a minimum signal to each television set Suddenlink’s networkisdesigned to provide the requlredsignalfor up to fourhomedevices. lfmore than fourdevicesareconnectedtolhe will be advisedofinstalla~onandapplica~prepaymentamounts.Atthelmeofmnnecfion, homenehwrk,asignaiamplificalion devicemaybe requiredendwill besoidorleasedtothe the installationfee plus prepaymentamounts aredue. in sornecircumstances,a reasonable customer. Suddenlinkwillinstall the ampllfirmliondevice. securitydepositforSuddenilnk's equipmentmaybe required. Billing beginson thedateof physical Installalion. Customers may be subject to credit screening in accordancewith CABLECARDs: "CableCARDs" may be avallabie in your community. The CableCARD applicable law. Is a new piece of equipment, about the size of a credit card that allows you to see some encrypted cablechannels without using a set-top boxlf you have a newertelevislon hat INSTALLATION Someone over eighteen (18) years of age with a government issued supports the device. ASET-TOP BOX IS STILLNEEDEDTO RECEIVE ADVANCED plcture ID must be home during any instaliation or repair of your cable television service. INTERACTIVE DIGITAL CABLE SERVICES, INCLUDING, BUT NOT LIMITED TO, ' VIDEO-ON-DEMAND, ON SCREEN ORDERING OF PAY-PER-VIEW OR THE ACCESS By ordering service, Suddenlinklslmpiicillygrantedthe right toenter upon your ENHANCED PROGRAM GUIDE. Please contact us to Inquire about the availability of property at the servlce address to install Service, and to audit, adjust, repair, replace, CebleCARDsIn your area. maintain, move or remove equipment and from time lo time check for signal leakage. By accepling service, you also are deemed togrant Suddenlinkanyeasement or rightsofway needed to render Services to your property. if Suddenlink is unabia to geln reasonable access to your property,Suddenlink reserves the tight to discontinue Service. Suddenlink understands hatthere may be certain television programs available that some EQUIPMENT: a) Suddenlink Owned. Any set-top boxor other Suddenlink property and customersfind unsuitablefor membersof !heir household. Certain channels containing facilities ("EquipmenY')deilveredtoCustomerandlorinstailed on the premisesto receivethe ' sexually oriented programming are carried on the cable system. Signal "bleed, whlch Service(s)shaliremaintheproperty of Suddenlink. Customerassumestheriskofioss,theff resuitsinpertlydiscemibievideoimagesend audio,may appearontheseandoherchannels. ordamage tothe Equipmentatalltimes priortotheremovalofthe Equipmentby Suddenlink : Suddeniinkadvises allcustomentoperiodicailyauditthhe cablechannels todetermine lany or return of he Equipmentby Customer. Home Wiring: For new end existing single unit programming Is deemed by them to be offensive or Inappropriate,as well as to prevent installations, the cable wire inside the demarcation point, as defined by the FCC, shall children from viewing signa1'"oeed"wiboutbeirparents'knowledgeorpermisslon. Customers becomea fixture tothe realty upon lnslallation. For muitiple dwelling unit or commercial ' should also be aware that certain home electronicequipment may be capable of'tlafealing" installationsthecablewireinsldethedemarcalionpolntshailnotbedeemedafi~reofpartof scrambled signals and may make It possible to view the programming involved. the Customer's realty unless the Customer purchases the cable wire when Service Is A parental control option Is available to all Suddenlink customers who have a set-top box terminated. b) Customerchvned. Customeragreesthat Suddenllnkls not responsibleforthe hooked up tothelrTV. Insomeareas,oneofourremotecontmismayalsobenecessaryln operation, maintenance, service orrepalrof Customer's television, computer, radio or any ordertoulilizethis option. other consumer electronics, whlch may be connected to the Service(s). Depending onthe typeofequipmentinyour home, parentallymhllinga channelmaybe as REPAIR UFCABLE EQUIPMENT: Suddenlinkwiii repair andlor replace any defective easy as pressing some bunons on the remote controlor the set-top box. system components includingset-lop boxes at no charge unless such repair is necessitated due to abuse by the Customer. In the latter case, a reasonable charge will be assessed by By exeroisingthe parental control option, you can biockhe prcgrammingonmany channels Suddeniink to he Customer. foracertain amountoffjme. inmostareas,ourequipmentailowsourcustomers to parentally control even local broadcast nelworks. TROUBLECALLS: Ifthe Cuslomer has a technicalproblem that is cable system related, Customerswhonolify usthatthey are notsatisfiedwiVlourscramblingmayrecelvsaspecial there will be no charge for the trouble call If the problem Is associatedwith the cable plant, fiiter, whidr SuddenlinkwililnstailtopreventfurVlerreceplionofcertainchannels. Thislsoniy which Suddenlink maintains. In ell other cases and where the problem is a resuit of necessaryIn those rareinstances inwhichthecustomer's home television equlpmantisabie unauthorized tampering with he cable or abuse of Suddenlink's equipment, a trouble call to defeat the scrambling technologyused by Suddenlink. charge may be assessed. For more Information, please contact us at lhe local office information provided on your PROGRAMMING: Customeracknowledges that Suddenlinkhas the right at any time to statement preemptwihoutnoticespecificadve~sedprogramming andto substilute programing,which Suddenlink deems to be comparable. RESTRICTIONS: Suddenlink provides cable servlce to Customerforprivatehome viewing and enjoyment Customer may not order orrequestPPV, VOD, digitaimusic, or any other Suddenlinkappreciates you as a customer (also referredto herein as "Customer") of our programming for receipt,exhibition or taping In a mmerclal establishment Customer may cable and broadband communication services (referred to herein as a "Service" or Ihe notexhibit norassistlnthe exhibition of PPVprogrammingin acommerclal establishment "Sarvlces~and has provided below essentiai informationregarding terms end condilions of unless explicitlyauhorizedto do so by agreement with an authorizedprogram provider. If service, billing procedures, end cwnplaint procedures. Customerfalls lo abide by this restrlc(ion, Customershell be liable for any and all claims SERVICE made against CuslomerorSuddenlinkonaccount of any commerclalexhibi8on. REQUEST FOR CONNECTION. Request for connecllonmay be made at the local COMPANY CHANGES IN SERVICE AND CHARGES. Subject to applicable law, Suddeniinkmce,via the Intemetatwww.suddeniink.co~,orbymailorteiephone.Customers Suddenlinkhastherlghttochangeitsserviceandequipment,andltspricesorfees,atany .- I Cme. Suddenlinkalsomayrearrange,delete,edd toorotherwisechangetheServlceprovide to continue billing for Service for ten (IO) days or until all Equipmenthas been returned, on our BaslcServlce or other levelsof Service, Ifthe change affects you, Suddenlinkwill whichevarfirstoccurs.Therepiacementcosls foranyunrelumed Equipmentwillbe posted provide younoticeofthechangeenditseffectivedate.Thenoticemay beprovidedonyour to Customer’s account once billingends. In the event that the Equipment Is destroyed, monthly bill, as an Insert, or byolherpermltted communlcatlon. If you find the change damaged, lostorstolen,ornotretumedbSuddenlinkuponterminationof Service,Customer unacceptable, you have the right to cancel your Service. Please refer to your service shall be liableto Suddenlinkfor the full repiecement cost of any unreturned Equipment. agreement, if applicable,for any early disconnectionreference. However, If you continue to Customer understandsand agrees that any deposit account may be used to offset any recelve service afler the effective data of the change, Suddenlinkwill consider this your outstanding balance and/or the cost of any unreturned Equipment. Further, Customer acceptance ofthe change. understands and agrees that Suddenlink may charge Customeh credit card on file at termination of Service in the amount of any outstanding balance and/or for the cost of any ’ Totheextentrequlredbylaw,afiernotice toyouofaretiaringofSuddeniinkservicesorrate unreturned Equipment,in accordance with applicable law. Increase, you may obtain changes In Service at no additional charge. Otherwise, changes by you of the Services you receive e may result in upgrade, downgrade, or change of PRIORACCOUNTS. Customerwarrants that no monies are owing to Suddenlinkfrom service charges. Please call the local oRce informationprovided on your statement if you prevlous accountswithSuddenlink. IfSuddenlinkfindsa prioraccountwith Customerwlth have questions. monies owed to Suddenlink, then Suddenlink may apply any funds received to that prior aanunt ASSIGNMENT- CHANGE OF OCCUPANCY. The Service shall only be provided to MOVING, BEFOREYOU MOVE, please call your local Suddenlinkoffice immediately. Customer at the address where Suddenlink’s installation is performed. Customer may not Thisisthe bestweyforustodisconnectyourService, recoveryourEquipmentandarrange transfer Customer‘srightsorobligations tothesewice toany successortenant oroccupant for cable television service in your new home. Cali us in advance, and Suddenlink will or toany otheraddresswithout Suddenlink’spriorwrittenconsen!. schedule a new installation, provided that your new home Is In ourservice area. . BILLING: Should you decide to disconnect your cable televisionService, set-top boxes, remotecontmi SERViCE BILLING. All Service charges are bllled based upon the Initial instellationdate for devices and any other Equipmentprovided by us should be returned to usimmediateiy. Do thecurrent monthandanypro-ratedcharges. Paymentlsdueby theduedatespeclfiedin not leave the Equipmentinyourvacanthomeorwithanyoneelse. your statement. Thedate on which a biilbecomes pastduemayvaryonacommunity-to- community basis depending upon applicable law In your area. lfthere Is a billingproblem, INSIDEWIRING. if you haveus repalrormalntainthe Insidewiring, Suddeninkwiilcharge please call ouroRce promptly to ensure your bill does not become past due. you additionally forthat service. You have a choiceofpayingthe houriyservice chargeor, subject to availability in yourarea, purchasing our optional Wire Maintenance Program”for PAYMENTTERMS. Customer agrees lo pay monthly charges In advance. Failure to pay a monthly fee. This means that Customers subscribing to this plan wlii not have to pay the the total balance when due shall constitute a breach of the service agreement and may be hourly servlce charge for inside wiring maintenance and repair if and when necessary. groundsfordlsconnecUonofservica andlorimposltionofadditionalfees,inaccordancewllh Customers who do noteiectto take heoption providedby this plan will bechargedat the applicable law. Customers In delinquent sktus may not be eligiblefor promotlonai offers. hourly rate charge for the length of time required. If you want more informationabout the Suddenlink may charge a reasonable service fee for all returned checks and bankcard program, pleasecontact your local Suddenlinkoffice. Theoptionalprogramcovers most but charge-backs. The returnedcheckamount (plus fee) must be replaced by cash, cashier‘s not all inside wiring problems. Forexample, Suddenlinkis not responsibleforproblemswith check or money order. Any charges associatedwith Service and/or Equipment additions the operaConofyourtelevisionortelevision-related equipment. Suddenlinkdoes notservice requested by Customersubsequent to the iniLl instaliaFonshaUberefe~ontheCustomer‘s television sets, or any other equipment (such as VCRs, home antennas, or other cable billing statement afler the additional Service endlor Equipmenthas been added. Customer compatibieequipment)notwned byus,eventitisaltachedtothecableortothe Equipment must bring any billingerrors or requests for credlttoSuddenilnk’s attentionwithin thirty (30) Certain otherilmitalionsmay apply to the program. days of the time Customer receives the billforwhich correction ofa billing arrororcreditis sought SUSPENSiON OF SERVICE. Suddenlink will not be responsible for any failure or interruptionof programmingor Service resultingfrom circumstances beyond its control. PROCESSING FEES. lfany account has not been paidin full bythe nextbilling cycle, you CustomershalinotbeenUUedtoconsequentialdamagesofanysort,if the Service provided maybechargedaddlUonalfeesthatwill beadded toyouraccounttooffsettheadditionalwork hereunder is interrupted for any reason. Upon notification by a Customer of a Service requiredfor late paymentprocesslng. intempton,Suddenlinkwill credit the Customera p~rakamount of each hourthatthecable CORRESPONDENCE. Do not mail written correspondence with your bill statement. servicelslntarmptedformorethanfour continuous hours, pDvidedhowever,thatSuddeniink PLEASE SUBMIT ALL CORRESPONDENCE TO THE SUDDENLiNK reserves ik righttomodlfy its pro-rata credit policyFthe Interruptionis theresuit of a natural COMMUNiCATiONSADDRESS LISTED ON YOUR STATEMENT. disaster. TERMINATION- CUSTOMER. Customer may terminate Service in person at the local INDEMNITY. In requestingand accepting Service, Customer agrees to indemnity and hold Suddenlink office or by telephone. To avoid any billing misunderstanding, telephone requests Suddenllnk harmless from and against any and all demands, claims, suits, attorney or fordisconnectionshould be foliowedup eitherinwriting orin person. wlhessfees,liabilitiesand otherexpensesfordameges to property orinjury ordeathof any person arising from the installation and provision of Service, except such as was caused by TERMINATION SERVlCElDlSCONNECTEDACCOUNT. Upon termination, OF the negligenceorwilful misconduct of Suddenlinkorltsauthorized employees oragents. You Suddenlink may charge addiftonal feesonany unpaid balance. Suddenlink reserves the right ..., ...... - , , . . .. .,. . , ...... - - . . - . -. . .- . . -. ., __-_- . . . . agree that Suddenlink Is not liable for any consequentlaldamages as a result of any loss of Service, norwill you make anyclalmsorundertake anyaclions againstSuddenllnkforloss of Service. Basic Service Expanded Servlce (ccnt.) COMPLAINT PROCEDURES: 2 Network WV 57 VH-1 3 My2 58 MTV c 4 WSAZ - NBC 59 Splke TV Suddenllnkmalntains~ffcesand~inedmalntananceslafflobe pmptly amliable to Cusbxneffi 5 WVPT-PBS 60 fx upon request Technical personnel will be dispatched as warranted. Suddenlink strives to 6 WQCW - CW 61 SCl-Fi resolve any complaints concerning Its Service as expeditiously as possible. Should a 7 WCHS - ABC 62 TV Land Custwnerhaveanyundesdved complaintregardlngqualiiof Service, Equipmentmallundons, 8 WOAY - ABC (Fayeffe CounPj' only) 63 El orsimllarrnatters, the Customershould contact us atthelocaloffice InformaUon provided on 9 WLPX-iND 64 Comedy Central yourstatement Ifamrnplaintremainsunresolved,heCustornermaywriteabriefexplanalon 10 WPBY - PES 65 A&E 66 HGN ofthe complaint and actionstaken,and bring them to the attenlion of the Division Ofice by 11 QVC 12 WVAH-FOX 67 Food Network mailing to Suddenlink. Additionally, local governments designate indlvlduals, councils, 13 WOWK - CBS 68 ABC Famlly boards, committees, or commissionsto resolve complaintsandensure compliance with all 14 WTSF-IND 69 TBN laws and regulations. These authoritles are empoweredto petition the FCC to demand 15 WGN 70 Inspiration Network compllance. Please consuittheauthon'tylistedon the backof your statement. 16 Local Access 71 Bravo 17 Educational Access 72 AMC 16 HSN 73 TCM 19 Shop NBC 74 National Geographlc 20 C-SPAN 75 Hallmark Channel Thefl of service Is the unauthon'zed interception andlor receipt of any communicationsand 21 C-SPAN 2 76 GSN servlcesoffered overacable systemwithouttheexpressauthorization ofthecable operator. 22 Suddenlink Network 77 Style Cable thefl can occurwhen an individual knowingly and willfully makes Illegal connectlons 97 TV Gulde 78 BET Family 8 Information Tier * to a cable system or alters any equipmentor Installs any unauthorized equlpmentso as to Expanded Service 23 TBS 100 BBC America recelve Suddenlink's cable signal without Suddenlink's authorizationor knowledge. Cable 24 Lifetlme 101 Discovery Home thefl can also occurwhen an Individual continues to receive Suddenlink's cable signal 25 TNT 102 The Military Channel subsequentto terminationof Service. 26 ESPN 103 Discovery En Espanol 27 ESPN2 104 Do It Yourself An)! person who unlawfullyintercepts or receivescommunications providedover a cable 28 ESPN Classic 105 Discovery Kids system violates the Federal CommunlcaUons Act as amended. (See 47 U.S.C. 3553). This ' 29 FSN - PikbUmh 106 Nickelodeon Too 30 Golf Channel 107 Noggin lncludesthetheRofaudio,vldeo,textuaidata,orotherservice,includlngdatatransmltted toor 31 Speed Channel 108 The N from a customerovera system that has InteracUvecapability. Parties found guilty of cable 32 Versus (OLN) 109 Nlcktoons fhaff are subject to bath civil and criminal penallies, whlch may includesubslanUal fin^ and/ 33 Outdoor Channel 111 Boomerang wSmeln pdson. TheseprohibiConsapplytomanufachrreffi,supplleffianduseffiofunauthwized 34 CNN 112 I-Llfetv cable devices. 35 CNN Headline News 113 American Life 36 CNBC 114 Gospel Muslc Channel 115 Daystar Also, a cabieoperatormayseeksubstanlialmonetary damages forthe thefl of its cable 37 MSNBC 38 FOX News Channel 122 Fuse services. In addition, If the violations are willful and for commercialadvantage or private 39 The Weather Channel 200 Llfetlme Movie Network financlalgaln, thecourt may award addltlonaidamagesofupto$50,000ln civilcasesand a 41 The Discovery Channel 201 VH uno maxlmum of $100,000 forcertain criminal violations, In addition to a maximum of Rve years 42 The Learning Channel 203 MTV Tr3s Imprisonment forsubsequentoffenses. 43 Travel Channel 204 MTV Jams 44 The Hlstory Channel 205 MTV Hits Congress enacted this legislationbecause It believes that theff of cable service poses a major 45 IN TV (COUrt TV) 206 VH-I Classlc 207 VH-1 Soul threat to theeconomlcvlabilityofcableoperatoffiandcable programmers. Theft ofsewice 46 USA 47 WE ' 208 BET Jazz creates unfair burdens on cable customers who are forced to subsidize the illegal 46 Oxygen 209 CMT Pure Country reception by other Individuals of cable service without paying for it. 49 SoapNet 210 GAC 50 Toon Dlsney 215 Fine Living 51 Dlsney Channel 216 G4 movedl 52 Cartoon Network 300 The Science Channel 53 Nickelodeon 301 Discovery Health 54 Animal Planet 302 Dlscoverv Times 55 MTV2 303 Bloombek 56 CMT 305 Blographi 1 StardEncore (continued) Cable TV Family & Information Tler Basic Servlce ...... $ 19.99 (continued) 633 Encore Mystery ...... 306 Hlslory lnlemallonal 634 Encore Drama Expanded Basic Servlce ...... 307 Weatherscan 635 Encore Westems Basic 8 Expanded Service ...... $ 54.99 Sports Tler HD Broadcast 304 ESPNews 780 PBSHD Digital Tiers 306 FOX College Sports Atlantic 781 WSAZ - NBC HD Family & information ller ...... $ 6.00 309 FOX College Sports Central 782 WOWK - CBS HD SportsTler., ...... $ 6.00 310 FOX College Sports Pacific 783 WCHS - ABC HD Movle Tier...... $ 6.00 311 FOX Soccer Channel 784 WVAH - FOX HD 312 FOX Sports en Espanol HDTV Baslc Digital Premium Networks ESPN HD 313 Fuel 773 HBOlClnemax...... $ 1500 315 TVG 797 TNTHD HDTV Plus StadEncore...... $ 15.00 317 CSTV Showlime Unlimited...... $ 13.00 319 Flt TV 760 HGTVHD Movie Tler 761 Food Net HD Pay-Per-View (per acfivily) 211 FOX Movle Channel 763 National Geographlc HD 212 Sundance 764 HDNet Movies...... $ 399 213 IFC 765 HDNet Movles Add...... varies 214 Reek Channel 766 AIEHD ...... varies 630 Encore 775 Dlscovery HD Thealer 631 Encore Action , HDTV Premium * Vldeo On Demand TM (per ecfivlty) 632 Encore Love 777 HBOHDTV New Releases (24 hour rental), ...... $ 3.99 633 Encore Mystery 778 Showtlme HDTV Library Movies (24 hour rental)...... $ 2.99 634 Encore Drama 779 Cinemax HDTV Karaoke On Demand (monthly fee)...... $ 6.99 635 Encore Westerns 790 StaaHDTV Anime' On Demand (monthly fee) ...... $ 6.99 650 Logo Pay-Per-View * Events...... varies 800 IN DEMAND Previews ...... HBO/Clnemax Adult ...... varles 400 HBO 801-807 IN DEMAND 1-7 HBOZ Adult Pay-Per-Vlew ' 401 Video Equipment Rental 402 HBO Slgnalure 894 TeN 403 HBO Family 895 TeNCllps Standard Digital Receiver...... $ 6.99 404 HBO Zone 897 TeNBlue HDTV Digital Receiver...... included wlservlce 405 HBO Comedy 898 TeNBlox HDIDVR Digital Receiver ...... Included wlservice 406 HBOLatlno Digital Music * DVR Digital Receiver,...... Included wlservice 450 Clnemax 901-945 45 commercial tee, 24-hour, CabieCARD...... $ 1.50 451 More Max CD-quality digital music 452 Action Max channels Other Services Video On Demand 453 Thriller Max * DVR...... $ 9.99 999 Vldeo On Demand Menu Showtlme Unlimited HDTV ...... $ 9.99 986 HBO On Demand 500 Showlime HDIDVR.. $ 987 Showtlme On Demand ...... 14.99 502 Showllme Too HD Plus Tier...... $ 7.99 503 Showlime Showcase 988 Stan On Demand Showtlme Extreme 989 Clnemax On Demand 504 Insfallatlon (per acfivlly) 505 Showllme Beyond 991 Klds Unilmlled 506 FLlX 992 On Demand Previews Primary Outlet 550 TMC 993 Karaoke On Demand Unwired Home...... $ 6275 551 TMC Xtra 994 Adult On Demand Mred Home...... $ 5050 StardEncore ' 995 Anlme' Network Reconnect., ...... $ 45.67 600 Stan 996 More On Demand Additional Outlet - Unwired Home 601 Stan Edge 997 Movies On Demand With initial Install ...... $ 19.6~ 602 Stan Kids & Family 998 I Want Morel On Demand Special Trlp ...... $ 47.90 603 Stan In Black 630 Encore *Available only wlth dlgltal sewlce, Channel llne up Is 631 Encore Action sublect to change. 632 Encore Love Some gervlces not avallable In all areas. Addillonal Oullet - Wired Home Operator Assisted Charges and Directory Asslstance 13.37 Local DirectoryAssislance ...... I.25 With lnltlai Install,, ...... :...... $ National DirectoryAssistance ...... 1.25 Special Trip ...... ;...... $ 38.99 Long-Distance DirectoryAssistance ...... 2.50 RelocateAddlUonal Oullet Person to Person...... 9.95 Wllh lnlllal Install.. $ 23.76 ...... Stallon to Station ...... 5.50 Special Trip $ 46.04 ...... 3rd Party Bllllng 5.50 Change of Service ...... 39.36 Operalor Dialed Surcharge...... 1.15 SpecialTrlp., ...... $ Busy Llne Veritlcation ...... 10.00 Computerized ...... $ 1.99 Hourly Service Charge ...... S 37.13 Busy Line Interrupt ...... 10.00 HSI lnstallatlon .Standard ...... $ 49.95 Unreturned Equlpment Fees (per unit) Standard Digital Receiver. $ 195.00 High-speed internet ...... HD Only Receiver...... $ 313.00 1.5 Mbps Download...... $ 29.99 DVR or DVRlHD Receiver...... $ 473.00 6 Mbps Download,, ...... $ 39.99 Modem Lease ...... $ 5.00 CableCARD ...... $ 84.00 RemoteControl...... $ 6.00 . Modem Purchase (new) ...... (per unit) $ 49.99 ($3.95 shlpplng 8. handling will be charged If remote Is shipped to customer.) Cable Modem,. $ 33.00 Telephone ...... Telephone Service Only, ...... S 49.99 Telephone wNideo or internet ...... 44.99 Miscellaneous Other Charges Suddenlink Safeguard (whole house wire maintenance) $ 4.99 Telephone wMdeo & Internet., ...... 39.99 ...... Relurned Check Fee...... $ 25.00 . Addltlonai Phone Llna ...... : ...... $ 34.99 Past Due 31 Day Fee ...... I . $ 3.25 Non-Llsted Phone Number...... $ 6.50 Past Due 45 Day Fee (addillonal) ...... $ 1.70 Non-Published Phone Number...... $ 6.50 Chronlc Past Due 45 Day fee (additional) ...... $ 2.70 Volce Mail...... 4.99 Telephone Installallon- Ior 2 Lines,...... $ 29.95 InslallatlonAdditional Line - separate lrlp ...... $ 29.95 Additional Jack - same trip ...... $ 45.00 Additional Jack - separale trip ...... $ 55.00 Volce Mali install -after Installalion ...... $ 5.00 Account Change...... $ 5.00 Directory Listing Change, ...... $ 10.00 OTHER TERMS: Prices (excluding PPV, VOD, installationand unreturnedequipment) are Telephone Number Change...... $ 22.50 per month unless noted olhenvlse. All servlces may not be available in all areas. Hourly Non-Pay Restore., ...... $ 20.00 Service Charges (plus matedals) are billed In 114 hour Increments. All rates and services are Non-Pay Reconnect...... $ 29.95 subJectto change. All cherges exclude FCC and franchise fees. Suddenlink Communlcations Telephone Reconnect...... 29.95 reserves the right to Institute differentrates or lerms and conditions of service for promotlonal Telephone Service Call -hourly,, ...... 37.13 purposes. Caller ID Change, ...... free Voice Mall PIN Change., ...... free IMPORTANT CUSTOMER INFORMATION: Customers are not reqLired to subscribe to Default enable ail calls, excluding 9OO#s ...... free any lief of service, other than lhe basic servlce tier, in order lo purchasepremium channels, Toll Block enable all calls, g ltdiaiing ...... be pay-per-vlew and video-on-demand. The programs, packages, services, number of channels, lntemallonal Cali Block ...... free content, format, rates and other aspects of Suddenlink ComrnunlcaUons' offerings are subject to change or discontinuance at any time In accordance wlth applicable law. WIRE PROTECTION PLAN Avoid unexpected repair expenses with our wire malntenance pian. The monlhly rate covers all of the following potentialtechnical problems, which could otherw:se incur standard charges for home vlsils: Inside wiring, bad recepfion, customer education, phone llnes inside home, hook-up problems, fine tuning of TV and o!her video equipment, animal chews or co-ax, tom plugs on cable wlres, loose connections, modem line to computer and Elhernet card, telephone wiring. Please call Suddenlink for details regerdhg specific coverage. Life Connected" -~ Page 1 of 4 ~~ Previous Payments Adjustments Current Due By Balance Received I Charges I$20.17 I $-20.17 I$O.OO I$20.17 \ $20.17 I May 12,2007 I Current Charges as of April 15,2007 Questions? Total Cable Services 18.95 RESIDENTIAL: 800-972-5757 Total Taxes and Fees 1.22 BUSINESS ACCTS: 800-490-9604 Total Current Charges $20.1 On-line: www.suddenlink.com About Your Account Welcome to Suddenlink! This bill reflects installation and service charges from date of Installation through your current billing period. We look forward to providing you quality service. I Thank you for choosing Suddenlink. What's New From Suddenlink We appreciate your patronage and timely payments for services rendered. Please be advised that delinquent accounts will be charged a $2.00 late fee in accordance with state law. Please return this portion with your payment Siidddlnk Amount Enclosed $ Life Connected PO BOX 1220 Payment Due By: Allow 7 days for processing. Please include your account number on your SCO1T DEPOT, WV 25560 check. Make checks payable Suddenlink Communications. Payment of ' May 12,2007 to this bill confirms your subscription to services and possession of equipment as listed. 6040 0400 SL RP 22 0012OlB 04152007 YNNNNNNY 01 26176016200 02017 #BWNMWWB 001 O# lllillllilllll~llliilllillllllllllllllllilllllllllllllll,lll.l SUDDENLINK PO BOX 742535 CINCINNATI OH 45274-2535 60400400SL RP 22 0012018 04152007 YNNNNNNY 01 lllllllllllllllllII lll11llll II 111 6040 0400 SL RP 22 0012018 04152007 YNNNNNNY 01 k Page 3 of 4 Life C o nn ectef Payments Date Type Amount 03/29/07 PAYMENT - THANKYOU -20.1 7 Total Payments Received $-20.17 Suddenlink Cable Service Monthly Cable Service from Apr 24 to May 23 Quantity Amount BASIC 1 18.95 Total Monthiy Cabie Service $18.95 Total Suddenlink Cable Service 18.95 Taxes and Surcharges Cable andlor Data Taxes and Surcharges Amount STATESALESTAX 1.I4 FCC FEE 0.07 PUBLIC SERVICE COMMISSION 0.01 Total Cabie and/or Data Taxes and Surcharges $1.22 ' Total Taxes and Surcharges $1.22 6040 0400 SL RP 22 0012018 04152007 YNNNNNNY 01 k TM Life Connected'" ;; Important Customer Information Now, Reading Your Bill Is Simple! You asked for it, you've got it. II.I1IIYYU..L*, I, El In an effort to better serve our &ddenfLnk CZXLi**b uoloooo Lila Connected customers, Suddenlink psL)~,) has designed the billing statement to make it clean and simple. You're a busy person Ymlhli 0.bU 6.nlu Imm 61~*I 10 011 ?o whose time is valuable. That's LIMIIEO WSIC 0u.mw +morn,JB eo oIniTu MOVIE - 1 5wSW SPORTS L INFO TlER V*RI€ri TlER I 5W why we've made your new billing DiniTuciNew I 7.00 OIOITNHBO 1 ?.a@ SHOWTIME Ol=nu 1 7.w I oiniiasiw 1 Be3 statement "reader friendly" to 1 0.05 1 2.s94.11 better meet your needs. 1117.14 4 In addition to streamlining your billing information, this new statement contains news about savings opportunities, j special promotions and upcoming events. So take a moment to familiarize yourself with this new format. You'll see that your new billing statement is clear and concise. Bill Summary The first page of your bill shows an'at-a-gland8 view of your account spending each month. Monthly activity on your account. How to reach us. Suddenlink Automatic Payment Plan Adds Convenience! 13 About your account - Important messages and reminders. Save a check. Save a stamp. Save What's new from Suddenlink: Special offers, savings, opportunities, time! With our Automatic Payment Plan. Once you you,,l never events and promotions. Be sure to check the back of your statement have to worry about ,ate payments each .month for additional information. ? ever aaain.- So call Suddenlink Payment coupon: P&ase be sure to return with your payment. Customer Service to arrange for l ,i - automatic payment from your bank 101 Monthly activity: Details of transactions during this period. account. It's easy and convenient. Your information is printed on both sides. sxb6000e FRANCHISE AGR~EHENT An agreement of the Nicholas County Comrisaion of Nicholas County, West Virginia and Cable Franchises, Inc. Granting a Franchise for the Construction and Operation of a Cable TY System (S) The Nicholas County Cornmission of Nicholas County, West Virginia, having determined that the financial, legal and technical ability of Cable Franchises, Inc. is sufficient to provide services, facilities and equipment necessary to meet the future cable-related needs of the community, does hereby ordain as follous: 1. Terms. For the purpose of this Agreement, the'following terms, phrasesl words, and abbreviations shall have the meanings below. When not consistent with the context, words used in the present tense include the future tense, words in the pldral number include the singular number, and words in the siogular number include the plural number: a. "Cable .System" (SI means a facility, consistin? of ' a set of closed transmission paths and associated signal.generation, reception, and contra1 equipment or other communications equipment , that is designed to provide Cable Service and'other service to subscribers. .. b. "Franchise Authority' means the Nicholas County Commission of Nicholas County; West Virginia, or the lawful successor, transferee or assignee thereof. ' c. "Grantee" means Cable Franchises, Inc. or the lawful suc$essor, transferee or assignee thereof. d. "Public Way' shall mean the surface of, and the space above and belowI any public street, highway, freeway, bridge, land path, alley, courtr boulevard, sidewalk, parkway, way, . lane, drive, circle or other public right-of-way, incluiiing, but not limited to, public utility easements, dedicated utility strips or rights-of-way dedicated for coapatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the Franch,ise Authority and the Grantee to the use thereof for the purpose of installing, operating, repairing and maintaining the.Cable System CS!. .. e. "Gross Revenues" mean the monthly Cable Service revenues received by Grantee from Subscribers of the Cable System (S); provided, however, that such phrase shall not include revenues received from any advertising or shopping channels carried on the Cable System (S)l nor shall such phrase include any taxes on Cable Service which are imposed directly or indirectly on any Subscriber thereof by any government unit or agency, and which are collected by the Grantee on behalf of such governmental unit or agency. 2. Grant. The County hereby grants to Grantee a non-exclusive Franchise to construct and operate a Cable System (S) in, along, among, upon, acrossI above, over, under or in any manner connected with Public Ways within the County and far that purpose to erect, install, construct, repair, replace, reconstruct, uiaintafn or retain in, onr aver, under, upan, across or along any Public Way and all extensions thereof and additions thereto, such poles, wires, cables, conductorst ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, attachments, and ,* other related property or equipment as may be necessary or .. appurtenant to the Cable System (SI. 3. Term. The Franchise granted pursuant to this Agreement shallmor an initial term of fifteen (15) years fcom its passage and final adoption. 4. Conditions of Street Occupancy. All transmission$ and P distribution structures, poles, other lines and equipmeFt installed or erected by the Grantee pursuant to the terms hereof shall be so located so as to cause a minimum of interference with the proper use of Public Ways and with the rights and reasonable convenience of property owners who own property that adjoins any of said Public Ways. - - 5. Restoration of Public Ways. If during the course of Grantee's construction operation or maintenance of the Cable System (S) there occurs a disturbance of any Public Way by Grantee, it shall, at its expense, replace and restore such Public Way to a condition reasonably comparable to the condition of the Public Way existing immediately prior to such disturbance. 6.' Services to Be Provided by Cable Franchises, Inc. (a) Services shall be made available to all inhabitants of unincorporated areas of Nicholas County, where it is eccncmically feasible, provided that the following condition? have' been . .e met: ...... --. (1) Inhabitant is located in an area containing an average of at least 28 homes vitbin one plant mile of its existing trunk or distribution cable. . (2) The distance from existing distribution lines. to .- the television set is not more than 150 feet. .. (3) Inhabitant complies with the regulations Cable Franchises, Inc. establishes, gaverning the conduct of its business. And , (4) Cable Franchises, Inc. is able to obtain any private rights-of-uay required to extend its facizities at a reasonable . cost. (b) Provide and maintain service for one single standard outlet for any school or institution of higher education and each public library located vithin the service area passed by cable. Such school, institution of higher learning, and public library shall not be charged for basic cable service. (e) Cable Franchises, Inc. shall designate at least ten percent of all its channels for public, educational or governmental (PEG) use. Cable Franchises, Inc. shall not be required to designate more than 3 such channels for such public, education or governmental use. 4 (d) Cable Pranchises, Inc. shall offer to all customers within the County service of signal and viewing quality thit is commercially accepted within the industry and in compliance with all FCC regulations. Such service shall be maintained sa as not to interfet.e with the television viewing .or reception of inhabitants of the County not using the services o€Cable c- Franchises, Snc.. , 7. Procedures for Restoring Interrupted Service and Improving Substandard Service: (a) Cable Franchises, Inc., for the purpose of restoring interrupted service and improving substandard service, shall -. ba able to receive calls twenty-four hours a day, seven days z ' ueek. a .. (b) Cable Franchises, Inc. shall normally restore interrupted service not later than twenty-four hours after being notified by a subscriber that service has been interruptea, unless (1) serv,ice cannot be restored until another company repairs facilities ouned by such company and leased tor or required for the operation of, the cable service# (2) the interruption was caused by an ' act of nature or (31 Cable Franchises, Inc. is unable to restore ,-... service within twenty-four hours due to extenuating circumstances. -. 8. Credit or Refund for Interrupted Service. . .. - If cable service to a subscriber is interrupted for more than twenty-four continuous hourst such subscriber shall, u?on request, receive a credit or refund from Cable Franchises, Inc. .- in an amount that represents the proportionate share of such service not received in a billing piriod, provided that such interruption was not caused by the subscriber. 9. Safety Requirements. Construction, installation and maintenance of the Cable System (S) shall be performed in an orderly and workmanlike manner. All such work shall be performed in substantial accordance with applicable Federal Communications Commission or other federal, state and local regulations, The Cable System (S) ahall not unreasonably endanger or interfere with the safety of persons or property in Nicholas County. 10. Pranchiee Fee- In consideration the granting of this .: . franchise by the County to Cable Franchises, Inc., said Cable Franchises, Inc. shall be jointly and severally liable to pay to the County a franchise fee as follows: (a) Over the course of the first three (3) years, the County will not charge a percentage of ths gross receipts upon the execution of this agreement by Cable Franchises, Inc.. (b) The amount of the franchise fee to be paid to the County shall be reviewable at the option of the County upon the third, sixth, ninth and tvelfth anniversary dates of the date of the granting of the franchise, and upon such date the -** County and Cable Franchises, Inc. may'agree to change the amount and method of calculating the franchise fee: provid?d howeuey, that imposition and collection Of such franchise fee shall not affect the collection of the annual fee or docukent fee by the West Virginia Cable TV Advisory Board as set forth in West Virginia Code section 5-18-23 and provided that any franchise fees, and state annual fee document fee or other fee mnside,red under Federal law to be a franchise fee shall never exceed the State ., --. maximum amount prescribed by Federal or law. (c) Nothing contained herein shall prevent Cable Franchises -. Inc. from collecting such franchise fee as an addition to its regular charges, by listing them as a separate line on its invoice to the customer. - - 11. Rates. To the extent permitted by federal law,.the West Virginia Cable Television Advisory Board shall regulate basic cable service rates to ensure that they are just and reasonable both to the public and to the cable operator and are not unduly discriminatory. 12. 'Renewal of Cable Franchise This cable franchise may be renewed by the County upon approval of Cable Franchises, Inc. application or proposal therefore and in accordance with the provisions of state and federal law. The form of the applicatian or proposal shall be prescribed by the West Virgida table TV Advisory Board. The application or proposal shall-be the - sans fee prescribed for franchise applications, and the periods of renewal shall be not less than five nor more than twenty years each, unless otherwise prescribed by state or federal law. 13, Transfer of Cable Franchise- (a) Cable Franchises, Inc. shall comply with the requirements set forth in the West Virginia code as amended ar any amendment .. thereto during the term of this franchise regarding the transfer of this cable franchise. 4. 14. Indemnification by Cable Franchises, Inc.. (a) Insurance Requirements. Gractee shall maintain in full force and effect, at its own cost and expense, during the term of the Franchise, Comprehensive General Liability Insurance in the amount of $lrO~OtOOOcombined single limit for bodily injury, and property damage. Said insurance shall . designate the Franchising Authority as an additional insured. Such insurance shall be noncancellable except upon thirty (30) days prior written notice to the Franchising Authority. (b) Indemnification The Grantee agrees to indemnify, save and hold harmless) and defend the Franchising Authority, its officers, boards and employees, from and against any liability . for Claim5 for damages and any liability or resulting from ,~ property damage 01: bodily injury (including accidental death), which arise out of the Grantee's construction, operation, or- maintenance of its Cable System (SI1 including, by not limited tor reaonsable attorney's fees. 15. Botice of YFolation. In the event that the Frenchising Authority believes that the Grantee has not complied yith the terms of the Franchiser it shall notify Grantee of the exacb nature of the alleged noncompliance. Grantee shall kave,thirty (301 days from receipt of the notice to respond to the Franchising Authority to cure such default orr in the event that, by the natr?re of default, such default cannot be cured within the . thirty (30) day period, ta initiate reasonable steps to remedy such default and notify the Franchising Authority-of the steps being taken and the projected date that they will be completed: 16. Acts of G&. The Grantee shall not be held in default or noncompliance with the provisions of the Franchise, nor suffer any enforcement or penalty relating thereto, whets such noncompliance or allet$ed defaults are caused by strikes, acts of God, power outages! or other events reasonably beyond its abiJity to control. 17, Wisdemeanor. In addition to'those criminal and civil remedies provided by state and federal law, it shall be a misdemeanor for any person, firm or corporation to create or make use of any unauthorized connection, whether physically., electrically, acoustically , inductively, or otherwise, vi th any paft of t€~e.,..I Cable System' (S'r without the express consent of the Grantee. Further, without the express consent of Grantee, it shall be a misdemeanor for any person to tamper with, remove, or injure any property, equipment, or part of the Cable Systern (SI or any means of receiving Cable Service cr other services provided thereto. Subject to applicable federal and state law, the Franchising Authority shall incorparate into its criminal code, if not presently a part thereof, criminal misdemeanor law which vi11 enforce the intent of this section. *' 18. &ZOn-DiSCrimhatfQn. As a condition to receiving a franchise .. from the Nicholas County Commissiont Cable Franchises, Inc. covenants and agrees that it shall not discriminate in any employment matter or any other matter against any person on account of racef color, sexI creed or political or religious affiliation. 19. notice. Unless expressly otherwise agreed between the . -. parties, every notice or response to be served upon the Franchising Authority or Grantee shall be in writing, and shall be deemed to have been duly given to the required part five (5) business days after having been posted in a properly sealed and correctly envelope by certified or mail, ,. addressed registered postage prepaid, at a Post Office or branch thereof regularly maintained by the D.S. responses . . -, Postal Service. The notices or to the Franchising Authority shall be addressed as follows: Y Nicholas County Commission 700 Hain Street, Suite 1 Summersoilie, Wsst Virginia 26651 - The notices or responses to the Grantee shall be addressed as follows: TELE-KEDIA COXPANY t PO BOX 368~~- CABIN CIEEP, WV 25035 , ATTN: DISTRICT HANAGER with copies to: .. TELE-MEDIA CORPORXTION .. PO BOX 09768 COLUMBUS-, OE 43209 ATTN: VP h GEN XGB ' ' . The Franchising Authority and the Grantee may designate such other address or addresses from time to time by giving notice to the other. 20. Severability. If any Section, sentence, paragraph, term - or provision hereof is determined to be illegal or unconstitutional, by any court of competent jurisdiction or by any state or fedegal regulatory authority havtng jurisdiction thereof, such determination shall have no effect OR the validity of any other Section, - of . .. sentence, paragraph, term or provision hereof, all which ' will remain in full force and effect for the term of the Franchise or any renewal or renewals thereof. .. Passed &day of Nicholas County Cornmipsion . ..I.. .> .--' - '' ATTEST : , ', .* Nicholas County Cornissib . .. Accepted this fi day of Cable Franchises, Inc. subject to pplicable federal, state, and local law. , By : A RESOLUTION CONSENTING TO THE ASSIGNMENT OF A COMMUNITY ANTENNA TELEVISION SYSTEM FRANCHISE WHEREAS , Nicholas County, WV (the '!Franchising Authority") ordained and enacted a certain Ordinance, dated May 12, 1993, (the "Franchise") granting a nonexclusive franchise to operate and maintain a community antenna television (IICATVII) system within Nicholas County; and WHEREAS, the rights under the Franchise are now held by Cable Franchises, Inc., a Delaware corporation ( llTele-Mediall); and WHEREAS, pursuant to'section 13 of t.he Franchise, the approval of the Franchising Authority is required to transfer the Franchise; and WHEREAS, Tele-Media is seeking the consent of the Franchising Authority for (i) the assignment of the Franchise to Fanch Cablevision of Indiana, L.P., a Delaware limited partnership or its affiliate, Fanch Communications Partners, L. P., a Delaware limited partnership (collectively I1Fanch1'), and (ii) promptly thereafter the assignment of the Franchise by Fanch to TWFanch-One Co., a general partnership whose partners are Fanch Cablevision of Indiana, L.P., Hornell Television Service, Inc. and Time Warner Entertainment Company, L.P. (the llPartnershipll); and WHEREAS, pursuant to the Cable Television Consumer Protection and Competition Act of 1992 ("1992 Cable Act") , Tele- Media and the partnership have submitted to the Franchising Authority a Form 394 - Application for Franchise Authority Consent to Assignment or-Transfer of Control of Cable Television Franchise; and WHEREAS, the Franchising Authority is willing to consent to the assignment of the Franchise by Tele-Media to Fanch and by Fanch to the Partnership. NOW, THEREFORE, BE IT RESOLVED as foiiows: Section 1. Consent is hereby given by the Franchising Authority to the transfer by Tele-Media to Fanch of all of Tele- Media's Eight, title and interest in, and duties and obligations arising under the Franchise. Section 2. Consent is further hereby given by the Franchising Authority to the transfer by Fanch to the Partnership of all of Fanch's right, title and interest in, and duties and obligations arising under the Franchise. Section 3. The Franchising Authority has received with this resolution the required FCC Form 394 - Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise, and other documentary materials required by FCC regulations or state law or as required by the Franchise. Section 4. The Franchising Authority hereby confirms: (a) that the Franchise was duly enacted and properly granted, is in accordance with all state and local laws and is validly existing, legally enforceable and in full force and effect; (b) that Tele- Media is the holder of all right, title and interest thereunderi and (c) that there exists no fact or circumstance which with the passage of time or giving of notice or both would constitute a default under such Franchise or would permit the Franchising Authority to cancel or terminate the rights under the Franchise, except upon expiration of the full term thereof; and (d) the present term of the Franchise expires May 12, 2008. I Section 5. The Franchising Authority approves the assignment, mortgage, pledge or'other encumbrance of the assets of the Partnership, including the Franchise, as collateral of any loan to or financing of the Partnership. Section 6. This resolution shall take effect and be in force from the earliest period allowed by law. PASSED this / day of 1996. ATTEST mSCOUNTY, WV -7-Tit1 : F :\HOME\WPALL\TIMWARNR\NICHOLAS .RES -2- ,,. I Subject: Nicholas County, West Virginia RESOLUTION Whereas, TWFanch-one Co. (“Grantee”) is the present holder of a fhnchise granted by the Nicholas County Commission (“Grantor”) to own and operate a cable television system in Nicholas County, West Virginia pursuant to a Resolution entered on the 1 day of May, 1996 as recorded in Order Book 0035 Page 169 (the “Franchise”); and. Whereas, Grantee has agreed to transfer the Franchise to one of its general partners, Fanch Cablevision of Indiana, L.P. (“FCEP”) pursuant to an agreement among Grantee and its partners (the TWF Agreement); and, Whereas, Charter Communications VI, LLC (“Charter”) has agreed to acquire all ownership interests in FCILP, pursuant to a Purchase Agreement dated May 21, 1999 (the “Purchase Agreement”) among the partners of FCIL,P and certain affiliates of FCILP, and an affiliate of Charter; and, Whereas, Grantee and FCILP filed an FCC Form 394 Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise with Grantor on or about June 28, 1999 relating to the transfer from Grantee to FCILP; and, Whereas, Charter and FCILP filed an FCC Form 394 Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise with Grantor on or about June 28, 1999 relating to the purchase by Charter of the entire ownership in FCILP; and, Whereas, Grantor has duly conducted a thorough review and investigation into the legal, technical and fmancial qualifications of FCILP and Charter to own and operate the cable television system in light of the above-referenced FCC Forms 394; and, Whereas, all written comments and staff reports have been received, and made a part of the record; and, Whereas, following review and investigation, the Grantor has concluded that FCILP and Charter both have established the legal, technical and financial criteria to operate the cable television system and have satisfied all criteria set forth in and/or under all applicable local, state and federal laws, rules and regulations, including FCC Form 394. NOW, THEREFORE, BE IT RESOLVED, that the Grantor consents to the transactions contemplated by the TWF Agreement and the Purchase Agreement and further resolves as follows: 1. Grantor consents to the transfer to FCILP of the Franchise and the cable system serving Grantor effective upon the closing of the transactions contemplated by the TWF Agreement; 2. Grantor further consents to the transfer by FCILP to Charter of ownership and control of the cable system serving Grantor effective upon the closing of the transactions contemplated by the Purchase Agreement; 3. Grantor confiis that (a) the Franchise is valid and outstanding and in full force and effect; (b) there have been no amendments or modifications to the Franchise, except as set forth herein; ( c) Grantee is materially in compliance with the provisions of the Franchise; and (d) there are no defaults under the Franchise, or events which, with the giving of notice or passage of time or both, could constitute events of,default thereunder. 4. Charter may (a) assign or transfer its assets, including the Franchise provided however, that such assignment or transfer is to a parent or subsidiary of Charter or another entity under direct or indirect control of Paul Allen; (b) restructure debt or change the ownership interests among existing equity participation in Charter, andor its affiliates; ( c ) pledge or grant a security interest to any lender(s) of Charter’s assets, including but not limited to the Franchise, or of interests in Charter, for purposes of securing an indebtedness, without obtaining prior consent of Grantor; (d) sell capital stock of Charter, or any of Charter’s affiliate companies, in a transaction commonly known as an “initial public offering”. 5. This Resolution shall take effect immediately. ADOPTED AND APPROVED THIS day of , 1999. NICHOLAS COUNTY COMMISSION: rr) 060272comb080206.wpd PUBLIC SERVICE COR/IMISSION OF WEST VIRGINIA CHARLESTON At a session of the PUBLIC SERVICE COMMISSION OF WEST VIRGINIA in the City ofCharleston on the 2ndday of August, 2006. ' CASE NO. 06-0272-CTV-FA CHARTER COMMUNICATIONS VI, LLC, dba CHARTE@+-,.CO.' ' . &plicat=ychise 4 Authority in N i c h o 1a s C o u n t y ,/ fro m C h arte r ( Communications LLC dba Charter ~G~,u~&iafis/,/ to Cebridge Acquisition, LLC, dba Cebridge Connections WV, LLC. COMMISSION ORDER The Commission denies Community Antenna Service, Inc.'s exceptions to the Recommended Decision. BACKGROUND On March 3,2006, Charter filed Federal Communications Commission Form 394 to transfer its cable franchise in Nicholas County to Cebridge Acquisition, LLC. OnMarch30,2006, Comnunity Antenna Service, Inc. (Community or CAS) fiIed an Objection/Protest' to Charter's transfer application, in particular objecting to the terms of a resolution for signature by the Commission that Charter had included In its application. h an April 14, 2006 Order, the Commission discussed the parties' positions. CAS's objection was based upon a pending appeal before the West Virginia Supreme Court of Appeals and a pending Wood County Circuit Court civil action. CAS's position was that the outcome of those cases could affect the assets Chaster seeks to transfer, including the franchise agreement, even though the conduct CAS complains about did not 'CAS later moved to ilitervene (April 27,2006) and was granted such status (May 1 2006 Procedural Order). -~ Public Service Commission of West Virginia Charleston occur inNicholas County. Charter opined that it would be unreasonable to think an entity could not engage in an asset transaction if it is involved in any litigation. Moreover, Charter pointed out an April 28,2006 letter from Charter’s counsel to CAS’s counsel in which Charter assured CAS that any judgments and remedies resulting from the litigation would remain with Charter after the transfer and that, therefore, the transfer did not affect them. Charter also said CAS should lack standing since it does not provide service in ’ Nicholas County and has no specific interest in the proposed transfer. In the April 14,2006 Order, the Commission considered CAS ’s, fZng a substantive filing and referred the case to the ALJ Division. On May 23,2006, Staff indicated it had no objection to approval of the transfer. Joint Stipulation . After proper notification, a hearing was herd on May 3 1, 2006, at which time the parties clarified they had entered a stipulation, whereby CAS agreed that the transfer should be approved. However, CAS and Charter could not agree on what tans the stipulation should contain in order to assure that Charter would have financial resources from which to draw if CAS is eventually successful in prosecuting any or all of the pending cases before the West Virginia Supreme Court or the Circuit Court of Wood Comly, The paragraphs of the stipulation which are relevant to heexceptions are as follows: 14, Charter proposes that CAS’s concern be addressed and resolved by including the following ‘language in an Order approving the Transfer of the Nicholas County franchise: Charter wiII remain liable for any pre-closing obligationsfliabilities under the terms of the Asset Purchase Agreement with Cebridge, including any judgments or remedies which might result from the pending actions before the West Virginia Supreme Court of Appeals and ‘che Circuit Court of Wood County, West Virginia involving Charter and CAS, and the same will be unaffected by the transfer of Charter’s Nicholas County cable franchise to Cebridge. Charter agrees to remain liable for, and has sufficient assets to satisfy, any judgments or remedies which might result from the pending actions before the West Virginia Supreme Court of Appeals and the Circuit Cow of Wood County, West Virginia involving Charter and CAS. Public Service Commission of West Virginia Charleston 2 15, To further address CAS’S concern, Charter proposes the following condition to the approval of the transfer of the Nicholas County fmnchise to Cebridge: Charter shall post a bond in the amount of $50,000.00 to be used exclusively to pay any judgments or remedies to CAS which might result from the pending actions before the West Virginia Supreme Court of Appeals and the Circuit Court of Wood County, West Virginia involving Charter and CAS (the ‘Pending Actions’) and for which Charter is responsible, The bond shall dissolve upon the earlier of (I)fmal adjudication of the Pending Actions, or (5) the end of three (3) years from the date of this Order. 16, CAS proposeshcluding the following language in such order as a condition to transfer to address its concerns: Charter will remain liable €or any pre-closhg obiigationdliabilities under the terms of the Asset Purchase Agreement with Cebridge, including any judgments or remedies which might result from the peading actions before the West Virginia Supreme Court and the Circuit Court of Wood Co&ty, West Virginia involving Charter and CAS, and the same will be ‘maffectedby the transfer of Charter’s Nicholas County cable franchise to Cebridge. Charter agrees to remain liable for any pre-closing liabilities/obligations that it may have that arise from actions taking place in West Virginia prior to the, closing of the franchise transfer transaction. Provided, that in the event Charter does not satisfy such liabilities/obligationswithin thirty (30) days of any judgment or other order prescribing the same becoming final or within thirty (30) days of any settlement of the same, the assets of Charter to be transferred pursuant to the above-referenced transaction and which are subject to the authority of this franchise authority shall be subject to and liable for such liabilities/obligations upon further proceeding of any such governmental authority, including this franchise authority, OK other third party, to enforce such judgment, order or settlement, subject to any indemnification provisions of the Asset Purchase Agreement with Cebridge. Recommended Deckion -. A Recommended Decision was issued June 23,2006. Relying upon Cable Rule 6.5.1 and the stipulation presented by thepdes, the AJJ cited the information supporting the proposed transfer. In the Discussion, the ALJ also discussed the parties’ proposed language for the stipulation and noted: Public Service Codssion of West Virginia Charleston 3 Firstly, although the reason that Community gives for adding its language is to assure that adequate assets are available to pay judgments, etc., the language it proposes goes further, allowing the transferred assets to be used to pay off a judgment if Charter has not paid the judgment within thirty days, even if Charter has assets sufficient to pay the judgment or order, That, of come, would make no sense. It is reasonable, however, €or ComtnUnity to demand that Charter be required to pay any judgment or fine, etc,, within thirty days of the date on which the judgment or order becomes fmal; a thirty-day payment period will be ordered. The crucial issues are whether Charter has adequate funds to pay any and all judgments and orders that might arise from the pending cases and whether it is reasonable to encumber the assets that Charter is transferring to Cebridge. The ALJ then provided the parties’ positions in detail. Briefly stated, the ALJ noted Charter’s stated position as no conditions were necessary to protect CAS’S interests, but, nevertheless, Charter had accommodated CAS by adding the assurances and bond provisions to the stipulation. CAS argued, on the other hand, that should it prevail in the pending cases, the liability of Charter would be substantial. The ALJ concluded that: The liability of Charter is not limited to the amount or lifetime of the bond. , . . The provision on which both parties agree is adequate to assure that full payment on any judgment will be made by Charter. . , . Moreover, as Charter argues, it will remain contractually and legally obligated to pay any liability, even if its assets are outside the State of West Virginia. Finally, the undersigned agrees with Charter that the assets being transferred to Cebridge should not be encumbered by this Commission. Doing so would be placing an unusual burden on a corporation without that corporation’s consent. Undoubtedly, as Charter‘argues, approval of such a provision would not result in amechanisrn for enforcing a judgment; rather, it would result in no transfer. In that the record supporls that the transfer of the franchise would be in the public interest, (as Community agreed at Stipulation of Fact S), the undersigned will not approve Community’s proffered provision, Charter’s proffered provisions will be adopted. Thus, the ALJ 1) approved the transfer from Charter to Cebridge; 2) approved Paragraphs 1-15 of the stipulation; 3) disapproved Paragraph 16 of the stipulation; and 4) ordered Charter to comply with Paragraphs 14 and 15 of the stipulation. Public Sentice commission of West Virginia Charleston .4 CAS’SExceptions to Recommended Decision On July 3,2006, CAS filed exceptions to the Recommended Decision because I) the ALJ did not adopt..and incorporate the proposed additional findings of fact and conclusions of law proposed by CAS within its initial brief and 2) because the ALJ disapproved Paragraph 16 of the Joint Stipulation. The proposed additional fmdings and conclusions which CAS wants the Coinmission to adopt are: Findings of Fact In the proceedings before this Commission in the case pending on appeal before the West Virginia Supreme Court of Appeals identified in paragraph 9 of said Joint Stipulation the evidence taken in June 2002 in the form of Charter‘s own work orders (identified as Charter documents 488 - 2,464 in that proceeding) reflect some 970 subscribers involved in the alleged discriminatory pricing conduct of which CAS complains in that case. Conclusions of Law 1, The array of potential remedies in the pending litigation identified in paragraph 9 of the Joint Stipulation of the parties, depending upon the ruling of the West Virginia Supreme Court of Appeals in the, identified appeal pending before that Court, could potentially involve substantial amounts in the form of civil fines or penalties or other damages or remedies, and such pending litigation is a ‘matter . , , appropriate to the circumstances’ for consideration on the pending application of Charter. 150 CSR 26-5.6.1 .i. 2, The imposition of conditions such as that proposed by CAS in paragraph 16 of the Joint Stipulation of the parties is within the sound discretion of this franchise authority. City ofV7zeeZing vs. Nutural Gas Co. Of West Vivginia, 74 W. Va, 372,82 SUE,345 (1914); W, Va. Code 5 24D- 1-12(a),(d); 150 CSR-5,6.1, 5.6.l.a., 5.6.l,i., 5.9. 3. The imposition of conditions such as the proposal by CAS in paragraph 16 of the Joint’Stipulation of the parties and the mechanism it provides for the protection of potential remedies in the aforesaid pending litigation is in the ‘public interest’ and should be adopted by this &anchising authority in any order approving the requested transfer of franchise. 150 CSR 26-3.6.1. Public Service Commission of West Virginia Charleston 5 Charter’s Response to Exceptions On July IO, 2006, Charter filed its response to CAS’S exceptions. Charter again points out that under the terns of the Asset Purchase Agreement (with Cebridge), Charter remains liable for any preclosing obligations/liabilities;the pending proceedings clearly predate the closing of the agreement and the agreement clearly requires that Charter remain liable; Charter will remain a viable operating entity after the closing, continuing to serve approximately 218,400 subscribers in 14 states; and Charter has more than sufficient assets to satisfy any judgment if one is rendered against Charter. Moreover, Charter reiterates that CAS has remedies in law to collect such a judgment. Charter also emphasizes that the transfer inquiry is on the qualifications of the transferee and the public interest. There is nothing in the rules suggesting that a franchising authority should condition or burden the transfer on issues not related thereto. CAS’s proposed condition is in no way reIated to the qualifications of the transferee and has no positive bearing on the public interest. Furthermore, Ch’arter stresses that Cebridge, who will own the assets, has no involvement in CAS’s proceedings against Charter and has no responsibility for any possiblejudgments. Charter asserts the condition is overreaching and it burdens Cebridge with Charter’s obligations. Charter states that such an encumbrance is unacceptable to Cebridge and will result in the transfer being abandoned, which is not in the public interest. ALPS Corrective Order The ALJ issued a Corrective Order on July 6,2006 to include an implementing Conclusion of Law and Ordering paragraph for an issue addressed in the Discussion of the Recommended Decision. Specifically, the ALJ further ordered that Charter pay CAS any judgment or fine that results from my pending case brought by CAS against Charter, within 30 days of the date on which the judgment or order becomes.fma1, After careful consideration ofthe positions of the parties and review of the record, the Commission concurs with the ALJ’s reasoning as set forth in the Discussion of the Recommended Decision. Thus, the Commission will deny CAS’S exceptions and adopt the Recammended Decision, as modified by the Corrective Order, as the Final Order in this case. FINDINGS OF FACT 1. On March 3, 2006, Charter filed Federal Communications Commission F.om 394 to transfer its cable franchise in Nicholas County to Cebridge. Public Sedce Commission of West Virginia Charleston 6 2. On March 30, 2006, CAS filed an Objectioflrotest to Charter’s transfer application. 3, CAS later moved to intervene (April 27,2006) and was granted intervenor status (May I, 2006 Procedural Order) I 4. On April 14,2006, the Commission entered an Order and considered CAS’s filing a substantive filing and referred the case to the ALJ Division. 5. On May 23, 2006, Staff indicated it had no objection to approval of the trans fer. 6. After proper notification, a hearing was held on May 3 1, 2006, at which time the parties clarified they had entered a stipulation, whereby CAS agreed that the transfer should be approved, 7. CAS and Chaster could not agree on what terms the stipulation should contain in order to assure that Charter would have financial resources fiom which to draw if CAS is eventually successful in prosecuting any or all of the pending cases before the West Virginia Supreme Court or the Circuit Court of Wood County. 8. A Recommended Decision was issued June 23, 2006, approving the proposed transfer; approving Paragraphs 1-15 of the stipulation; disapproving Paragraph 16 of the stipulation; and ordering Charter to comply with Paragraphs 14 and 15 of the stipulation. 9, On July 3,2006, CAS filed exceptions to the Recommended Decision. 10, On July 10, 2006, Charter filed its response to CAS’s exceptions. 11. The ALJ issued a Corrective Order on July 6,2006 merordering that Charter pay CAS any judgment or fine that results from any pending case brought by CAS against Charter, within 30 days of the. date on which the judpent or order becomes final. CONCLUSIONS OF LAW 1, CAS’s exceptions to the Recommended Decision should be denied. 2. The Recommended Decision, as modified by the Corrective Order, should be adopted as the Final Order of this Commission. public SdceCommission of West Virghia Charleston 7 IT IS, THEREFORE, ORDERED that Coimnunity Antenna Service, Inc.’s exceptions are hereby denied and the Recommended Decision, as modified by the Corrective Order, is adopted as the Final Order of this Commission. IT IS FURTHER ORDERED that, upon entry hereof, this proceeding shall be removed from the Commission’s active docket of cases. IT IS FURTHER ORDERED that the Commission’sExecutive Secretary serve a copy of this order upon all parties of record by United States First Class Mail and upon Commission Staffby hand delivery. TB S/ljm 060272cb,wpd I Public Service Commission of West Virginia Charleston 8 VlM A WIRED WORLD COMPANY% October 13,2005 CERTIFIED MAILlRETURN RECEIPT Ms. Sandra Squire, Executive Secretary Public Service Commission of West Virginia P. 0. Box 812 201 Brooks Street Charleston, WV 25323 Re: County of Nicholas Franchise Renewal VVV0870 Dear Ms. Squire: Charter Communications VI, LLC, d/b/a Charter Communications ("Charter") has appreciated the opportunity to serve the County of Nicholas and its residents over the years. Therefore, as we are sure you can appreciate, Charter Communications is taking the proper steps well in advance toward the renewal of our franchise agreement with you, which is due to expire on May 11, 2008. We are now looking forward to the renewal of our franchise. As you may know, Section 626 of Title VI of the Communications Act of 1934, as amended (the "Cable Act") contains provisions that detail a procedure for the renewal of franchises. In order to comply with these provisions, Charter requests that the County of Nicholas commence renewal proceedings in accordance with the requirements of Section 626(a) through (9) of the Cable Act. I However, Section 626(h) of the Cable Act provides for renewal of franchises without going through the extensive, formal procedure specified in Sections 626(a) through (9). We believe that this informal process may be preferable for all concerned. We would like to meet with you at your earliest convenience to discuss the renewal proceedings outlined in the Cable Act. We look forward to meeting with you in the near future and to a continuing, mutually-beneficial relationship. Very truly yours, CHARTER COMMUNICATIONS VI, LLC, d/b/a Charter Communications Michael Kelemen Director, Government Relations cc: Susan Flynn P.O. Box 1220 4038 Teays Valley Road Scott Depot West Virginia 25560 www.chartercom.com fel: 304.757.8001 fax: 304.757.5807 Complete items 1,2, and 3. Also complete . item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this cad to the back of the mailpiece, or on the front if space permits. ._. If YES, enter delivery address below: NO 3. Seplce Type &rtifled Mail 0 Express Mall Registered 0 Return Recelpt for Merchandise 0 insured Mail 0 C.O.D. 4. Restrlcted Delivery7 pFee) 0 Yes _I - __ - __- - . --- 2. Article Num&r (liinsfwr from service label) 7002 2Y10 0005 0065 5216 ~ 1 PS Form 381 1, February 2004 Dornestlc Return Receipt 10259WZ-M-I540 ORDINANCE NO. An Ordinance of the Public Service Commission of West Virginia Granting a Franchise to Cebridge Acquisition, LLC for the Construction and Operation of a Cable System The Public Service Commission of West Virginia, having determined that the financial, legal, and technical ability of Cebridge Acquisition, LLC d/b/a Suddenlink Communications, is reasonably sufficient to provide services, facilities, and equipment necessary to meet the future cable-related needs of the community, does hereby ordain as follows: , SECTION 1 Definition of Terms For the purpose of this ordinance (the "Ordinance"), the following terms, phrases, words and abbreviations shall have the meanings ascribed to them below. When not inconsistent with the context, words used in the present tense include the future tense, words in the plural number include the singular number, and words in the singular number include the plural number: a. "Affiliate" means an entity which owns or controls, is owned or controlled by, or is under common ownership or control with Grantee. b. "Basic Cable" means the tier of Cable Service regularly provided to all Subscribers that includes the retransmission of local broadcast television signals. C. "Cable Service" means (i) the one-way transmission to Subscribers of Video Programming or other programming service, and (ii) Subscriber interaction, if any, which is required for the selection or use of such Video Programming or other programming service. d. "Cable System" means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment or other equipment that is designed to provide Cable Service or other service to Subscribers. e. "FCC" means Federal Communications Commission, or successor governmental entity thereto. f. "Franchise" means the initial authorization, or renewal thereof, issued by Franchising Authority, whether such authorization is designated as a franchise, pennit, license, resolution, contract, certificate, or otheiwise, which authorizes construction and operation of the Cable System for the purpose of offering Cable Service or other service to Subscribers. g. "Franchising Authority" means the Public Service Commission of West Virginia or the lawful successor, transferee, or assignee thereof. h. "Grantee" means Cebridge Acquisition, LLC d/b/a Suddenlink Communications, or the lawful successor, transferee, or assignee thereof. i. "Gross Revenues" means the monthly revenues for the provision of Cable Service received by Grantee directly from Subscribers located within the Service Area. "Gross Revenues'' does not include: (i) any revenues received fi-om any advertising carried on the Cable System; (ii) any tax, fee, or assessment of any kind imposed by Franchising Authority or other govenunental entity on a cable operator, or Subscriber, or both, solely because of their status as such; or (iii) any revenues received from home shopping. j. "Person" means an individual, partnership, association, joint stock company, trust corporation, or governmental entity. k. "Public Way" means the surface of, and the space above and below, any public street, highway, freeway, bridge, land path, alley, court, boulevard, sidewalk, parkway, way, lane, public way, drive, circle, or other public right-of-way, including, but not limited to, public utility easements, dedicated utility strips, or rights-of-way dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by Franchising Authority in the Service Area which shall entitle Franchising Authority and Grantee to the use thereof for the purpose of installing, operating, repairing, and maintaining the Cable System. "Public Way" also means any easement now or hereafter held by Franchising Authority within the Service Area for the purpose of public travel, or for utility or public service use dedicated for compatible uses, and shall include other easements or rights-of-way as shall within their proper use and meaning entitle Franchising Authority and Grantee to the use thereof for the purposes of installing or transmitting Grantee's Cable Service or other service over poles, wires, cables, conductors, ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, attachments, and other related property or equipment as may be necessary or appurtenant to the Cable System. 1. "Service Area" means the present municipal boundaries of Franchising Authority if Franchising Authority is a City, and shall include any additions thereto by annexation or other legal means; and means the City boundaries of Franchising Authority if Franchising Authority is a City. in. "Subscriber" means a user of the Cable System who lawfully receives Cable Service or other service therefrom with Grantee's express pennission. n. "Video Programming" means programming provided by, or generally considered comparable to programming provided by, a television broadcast station. SECTION 2 Grant of Franchise 2.1 Grant. Franchising Authority hereby grants to Grantee a nonexclusive Franchise which authorizes Grantee to construct and operate a Cable System and offer Cable Service and other service in, along, among, upon, across, above, over, under, or in any manner connected with Public Ways within the Service Area and for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or retain in, on, over, under, upon, across, or along any Public Way and all extensions thereof and additions thereto, such poles, wires, cables, conductors, ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, attachments, and other related property or equipment as may be I necessary or appurtenant to the Cable System. 2.2 Term. The Franchise granted pursuant to this Ordinance shall be for an initial term of five (5) years from the passed and adopted date of the Franchise unless otherwise lawfully terminated in accordance with the terms of this Ordinance. 2.3 Acceptance. Grantee shall accept the Franchise granted pursuant hereto by signing this Ordinance and filing same with the City Clerk or other appropriated official or agency of Franchising Authority within sixty (60) days after the passage and final adoption of this Ordinance. 2.4 Favored Nations. In the event Franchising Authority enters into, or has entered into, a franchise, permit, license, authorization, or other agreement of any kind with any Person other than Grantee to enter into Franchising Authority's streets and public ways for the purpose of constructing or operating a Cable System or providing Cable Service to any part of the Service Area, the material provisions thereof shall be reasonably comparable to those contained herein, in order that one operator not be granted an unfair competitive advantage over another, and to provide all parties equal protection under the law. 2.5 Renewal of Franchise. By mutual consent, the Grantee shall have the option to renew this Franchise for an additional period not to exceed ten (IO) years. Should Grantee desire to exercise this option, it shall so notify the Franchising Authority in writing, not less than three (3) months prior to expiration of this Franchise. SECTION 3 Standards of Service 3.1 Conditions of Street Occupancy. All transmission and distribution structures, poles, other lines, and equipment installed or erected by Grantee pursuant to the tenns hereof shall be located so as to cause a minimum of interference with the proper use of Public Ways and with the rights and reasonable convenience of property owners who own property that adjoins any of such Public Ways. 3.2 Restoration of Public Ways. If during the course of Grantee's construction, operation, or maintenance of the Cable System there occurs a disturbance of any Public Way by Grantee, it shall, at its expense, replace and restore such Public Way to a condition reasonably comparable to the condition of the Public Way existing immediately prior to such disturbance. 3.3 Relocation at Request of Franchising Authority. Upon its receipt of reasonable advance notice, not to be less than 30 days, Grantee shall, at its own expense, protect, support, temporarily disconnect, relocate in the Public Way, or remove from the Public Way, any property of Grantee when lawfully required by Franchising Authority by reason of traffic conditions, public safety, street abandonment, freeway and street construction, change or establishment of street grade, installation of sewers, drains, gas or water pipes, or any other type of structures or improvements by Franchising Authority; but, Grantee shall in all cases have the right of abandonment of its property. If public funds are available to any company using such street, easement, or right of way for the purpose of defraying the cost of any of the foregoing, such funds shall also be made available to Grantee. 3.4 Relocation at Request of Third Party. Grantee shall, on the request of any Person holding a building moving permit issued by Franchising Authority, temporarily raise or lower its wires to permit the moving of such building, provided: (a) the expense of such temporary raising or lowering of wires is paid by such Person, including, if required by Grantee, making such payment in advance; and (b) Grantee is given not fewer than ten (10) business days advance written notice to arrange for such temporary wire changes. 3.5 Trimming of Trees and Shrubbery. Grantee shall have the authority to trim trees or other natural growth overhanging any of its Cable System in the Service Area so as to prevent branches from coming in contact with Grantee's wires, cables, or other equipment. Grantee shall be permitted to charge Persons who own, or are responsible for, such trees or natural growth for the cost of such trimming, provided that similar charges are assessed by and paid to the utilities of Franchising Authority for tree trimming. Grantee shall reasonably compensate Franchising Authority or property owner for any damages caused by such trimming, or shall, in its sole discretion and at its own cost and expense, reasonably replace all trees or shrubs damaged as a result of any construction of the System undertaken by Grantee. Such replacement shall satisfy any and all obligations Grantee may have to Franchising Authority or property owner pursuant to the terms of this Section. 3.6 Safety Requirements. Construction, installation, and maintenance of the Cable System shall be performed in an orderly and workmanlike manner. All such work shall be perfonned in substantial accordance with applicable FCC or other federal, state, and local regulations. The Cable System shall not unreasonably endanger or interfere with the safety of Persons or property in the Service Area. 3.7 Aerial and Underground Construction. In those areas of the Service Area where all of the transmission or distribution facilities of the respective public utilities providing telephone communications and electric services are underground, Grantee likewise shall construct, operate, and maintain all of its transmission and I distribution facilities underground; provided that such facilities are actually capable of receiving Grantee's cable and other equipment without technical degradation of the Cable System's signal quality. In those areas of the Service Area where the transmission or distribution facilities of the respective public utilities providing telephone communications and electric services are both aerial and underground, Grantee shall have the sole discretion to construct, operate, and maintain all of its transmission and distribution facilities, or any part thereof, aerially or underground. Nothing contained in this Section 3.7 shall require Grantee to construct, operate, and maintain underground any I ground-mounted appurtenances such as subscriber taps, line extenders, system passive devices (splitters, directional couplers), amplifiers, power supplies, pedestals, or other related equipment. Notwithstanding anything to the contrary contained in this Section 3.7, in the event that all of the transmission or distribution facilities of the respective public utilities providing telephone communications and electric services are placed underground after the effective date of this Ordinance, Grantee shall only be required to construct, operate, and maintain all of its transmission and distribution facilities underground if it is given reasonable notice and access to the public utilities' facilities at the time that such are placed underground. 3.8 Required Extensions of Service. The Cable System, as constructed as of the date of the passage and final adoption of this Ordinance, substantially complies with the material provisions hereof. Grantee is hereby authorized to extend the Cable System as necessary, as desirable, or as required pursuant to the terms hereof within the Service Area. Whenever Grantee shall receive a request for service froin at least thirty (30) residential dwellings within one (1) mile of its trunk or distribution cable, it shall extend its Cable System to such dwellings at no cost to for system extension, other than the usual connection fees for all Subscribers; provided that such extension is technically feasible, and if it will not adversely affect the operation, financial condition, or market development of the Cable System, or as provided for under Section 3.9 of this Ordinance. 3.9 Subscriber Charges for Extensions of Service. No Subscriber shall be refused service arbitrarily. However, for unusual circumstances, such as a Subscriber's request to locate a cable drop underground, existence of more than one hundred fifty (1 50) feet of distance from distribution cable to connection of service to Subscribers, or a density as described in Section 3.8, Cable Service may be made available on the basis of a capital contribution in aid of construction, including cost of material, labor, and easements. Potential Subscribers shall bear the costs of the construction and other costs on a pro rata basis. Grantee may require payment in advance of the capital contribution in aid of construction borne by such potential subscribers. 3.10 Service to Public Schools. Grantee shall provide without charge one (1) outlet of Basic Cable to public elementary, junior, middle and high schools that are passed by its Cable System. The outlets of Basic Cable shall not be used to distribute or sell Cable Service in or throughout such buildings; nor shall such outlets be located in common or public areas open to the public. Users of such outlets shall hold Grantee harmless from any and all liability or claims arising out of their use of such outlets, including, but not limited to, those arising from copyright liability. Notwithstanding I anything to the contrary set forth in this Section 3.10, Grantee shall not be required to provide an outlet to such buildings where the drop line from the feeder cable to such buildings or premises exceeds one hundred fifty (1 50) cable feet, unless it is technically feasible and it will not adversely affect the operation, financial condition, or market development of the Cable System to do so, or unless the appropriate governmental entity agrees to pay the incremental cost of such drop line in excess of 150 cable feet. In the event that additional outlets of Basic Cable are provided to such buildings, the building owner shall pay the usual installation fees associated therewith, including, but not limited to, labor and materials. Upon request of Grantee, the building owner may also be required to pay the service fees associated with the provision of Basic Cable and the additional outlets relating thereto. SECTION 4 Regulation by Franchising Authority 4.1 Franchise Fee. (A) Grantee shall pay to Franchising Authority a franchise fee equal to zero percent (0%) of Gross Revenues from the provision of Cable Services within the Franchise Area received by Grantee on a quarterly basis; provided, however, that Grantee may credit against any such payments: (i) any tax, fee, or assessment of any kind imposed by Franchising Authority or other governmental entity on a cable operator, or Subscriber, or both, solely because of their status as such; (ii) any tax, fee or assessment of general applicability which is unduly discriminatory against cable operators or Subscribers (including any such tax, fee, or assessment imposed, both on utilities and cable operators and their services), and (iii) any other special tax, assessment, or fee such as a business, occupation, and entertainment tax. For the purpose of this Section, the 3 month period applicable under the Franchise for the computation of the franchise fee shall be a calendar quarter, unless otherwise agreed to in writing by Franchising Authority and Grantee. The fkanchise fee payment shall be due and payable sixty (60) days after the close of the preceding calendar quarter. Each payment shall be accompanied by a letter from a representative of Grantee showing the basis for the computation. (B) Limitation on Franchise Fee Actions. The period of limitation for recovery of any franchise fee payable hereunder shall be three (3) years from the date on which payment by Grantee is due. Unless within three (3) years from and after such payment due date Franchising Authority initiates a lawsuit for recovery of franchise fees in a court of competent jurisdiction, recovery shall be barred and Franchising Authority shall be stopped from asserting any claims whatsoever against Grantee relating to alleged franchise fee deficiencies. 4.2 Rates and Charges. Franchising Authority may not regulate the rates for the provision of Cable Service or other service, including, but not limited to, ancillary charges relating thereto, except as expressly provided herein and except as may be authorized pursuant to federal and state law. From time to time, and at any time, Grantee has the right to modify its rates and charges, at its discretion and without consent of Franchising Authority, including, but not limited to, the implementation of additional charges and rates; provided, however, that Grantee shall give notice to Franchising Authority of any such modifications or additional charges thirty (30) days prior to the effective date thereof. 4.3 Conditions of Sale. Except to the extent expressly required by federal or state law, if a renewal or extension of the Franchise is denied or the Franchise is lawfully terminated, and Franchising Authority either lawfully acquires ownership of the Cable System or by its actions lawfully effects a transfer of ownership of the Cable System to another party, any such acquisition or transfer shall be at a fair market value, detennined on the basis of the Cable System valued as a going concern. Grantee and Franchising Authority agree that in the case of a lawful revocation of the Franchise, at Grantee's request, which shall be made in its sole discretion, Grantee shall be given a reasonable opportunity to effectuate a transfer of its Cable System to a qualified third party. Franchising Authority further agrees that during such a period of time, it shall authorize Grantee to continue to operate pursuant to the tenns of its prior Franchise; however, in no event shall such authorization exceed a period of time greater than six (6) months from the effective date of such revocation. If, at the end of that time, Grantee is unsuccessful in procuring a qualified transferee or assignee of its Cable System which is reasonably acceptable to Franchising Authority, Grantee and Franchising Authority may avail themselves of any rights they may have pursuant to federal or state law; it being further agreed that Grantee's continued operation of its Cable System during the six (6) month period shall not be deemed to be a waiver, nor an extinguishment of, any rights of either Franchising Authority or Grantee. Notwithstanding anything to the contrary set forth in this Section 4.4, neither Franchising Authority nor Grantee shall be required to violate federal or state law. 4.4 Transfer of Franchise. All of the rights and privileges and all of the obligations, duties and liabilities created by this Franchise shall pass to and be binding upon the successors of the Franchising Authority and the successors and assigns of Grantee; and the same shall not be assigned or transferred without the written approval of the City Council, which approval shall not be unreasonably withheld; provided, however, that this Section shall not prevent the assignment or hypothecation of the Franchise by Grantee as security for debt without such approval; and provided further that transfers or assignments of this Franchise between any parent and subsidiary corporation or between entities of which at least fifty percent (50%) of the beneficial ownership is held by the same person, persons, or entities which are controlled or managed by the same person, persons, or entities, shall be pennitted without the prior approval of the Franchising Authority("intracompany transfers"). Grantee shall notify Franchising Authority in writing within 30 days of the closing of such intracompany transfer. SECTION 5 Compliance and Monitoring 5.1 Books and Records. Grantee agrees that Franchising Authority may review such of Grantee's books and records, during normal business hours and on a nondisruptive basis, as are reasonably necessary to monitor compliance with the terms hereof. Such records include, but are not limited to, any public records required to be kept by Grantee pursuant to the rules and regulations of the FCC. Notwithstanding anything to the contrary set forth herein, Grantee shall not be required to disclose information which it reasonably deems to be proprietary or confidential in nature. I Franchising Authority agrees to treat any information disclosed to it by Grantee as confidential, and to disclose it only to employees, representatives, and agents of Franchising Authority that have a need to know, or in order to enforce the provisions hereof. SECTION 6 Insurance, Indemnification, and Bonds or Other Suretv 6.1 Insurance Requirements. Grantee shall maintain in full force and effect during the term of the Franchise, at its own cost and expense, Comprehensive General Liability Insurance in the amount of $1,000,000. Such insurance shall designate Franchising Authority as an additional insured. 6.2 Indemnification. Grantee agrees to indemnify, save and hold hannless, and defend Franchising Authority, its officers, boards and employees, from and against any liability for damages and for any liability or claims resulting from property damage or bodily injury (including accidental death) which arise out of Grantee's construction, operation or maintenance of its Cable System, including, but not limited to, reasonable attorneys' fees and costs. 6.3 Bonds and other Surety. Except as expressly provided herein, Grantee shall not be required to obtain or maintain bonds or other surety as a condition of being awarded the Franchise or continuing its existence. Franchising Authority acknowledges that the legal, financial, and technical qualifications of Grantee are sufficient to afford compliance with the terms of the Franchise and the enforcement thereof. Grantee and Franchising Authority recognize that the costs associated with bonds and other surety may ultimately be borne by the Subscribers in the form of increased rates for Cable Service or other service. In order to minimize such costs, Franchising Authority agrees to require bonds and other surety only in such amounts and during such times as there is a reasonably demonstrated need therefor. Franchising Authority agrees that in no event, however, shall it require a bond or other related surety in an aggregate amount greater than $10,000, conditioned upon the substantial perfonnance of the material terms, covenants, and conditions of the Franchise. Initially, no bond or other surety shall be required. In the event that one is required in the future, Franchising Authority agrees to give Grantee at least sixty (60) days prior written notice thereof stating the exact reason for the requirement. Such reason must demonstrate a change in Grantee's legal, financial, or technical qualifications which would materially prohibit or impair its ability to comply 1 with the tenns of the Franchise or afford compliance therewith. SECTION 7 Enforcement and Termination of Franchise 7.1 Notice of Violation. In the event that Franchising Authority believes that Grantee has not complied with the terms of the Franchise, it shall notify Grantee in writing of the exact nature of the alleged default. I 7.2 Grantee's Right to Cure or Respond. Grantee shall have sixty (60) days from receipt of the notice described in Section 7.1: (a) to respond to Franchising Authority contesting the assertion of default; (b) to cure such default; or (c) in the event that, by the nature of the default, such default cannot be cured within the sixty (60) day period, to initiate reasonable steps to remedy such default and to notify Franchising Authority of the steps being taken and the projected date that they will be completed. 7.3 Public Hearing. In the event that Grantee fails to respond to the notice described in Section 7.1 pursuant to the procedures set forth in Section 7.2, or in the event that the alleged default is not remedied within one hundred twenty (120) days after Grantee is notified of the alleged default pursuant to Section 7.1, Franchising Authority shall schedule a public meeting to investigate the default. Such public meeting shall be held at the next regularly scheduled meeting of Franchising Authority which is scheduled at a time which is no fewer than five (5) business days therefrom. Franchising Authority shall notify Grantee of the time and place of such meeting and provide Grantee with an opportunity to be heard. 7.4 Enforcement. Subject to applicable federal and state law, in the event Franchising Authority determines, after such meeting, that Grantee is in default of any provision of the Franchise, Franchising Authority may: Foreclose on all or any part of any security provided under the Franchise, if any, including, without limitation, any bonds or other surety; provided, however, that the foreclosure shall only be in such a manner and in such amount as Franchising Authority reasonably determines is necessary to remedy the default; Commence an action at law for monetary damages or seek other equitable relief; In the case of a substantial default of a material provision of the Franchise, declare the Franchise Agreement to be revoked; or Seek specific performance of any provision which reasonably lends itself to such remedy, as an alternative to damages. Grantee shall not be relieved of any of its obligations to comply promptly with any provision of the Franchise by reason of any failure of Franchising Authority to enforce prompt compliance. 7.5 Acts of God. Grantee shall not be held in default of the provisions of the Franchise, nor suffer any enforcement or penalty relating thereto, where such alleged default is caused by strikes, acts of God, power outages, or other events reasonably beyond its ability to control. SECTION 8 Unauthorized Reception 8.1 Misdemeanor. In addition to those criminal and civil remedies provided by state and federal law, it shall be a misdemeanor for any Person to create or make use of any unauthorized connection, whether physically, electrically, acoustically, inductively, or otherwise, with any part of the Cable System without the express consent of Grantee. Further, without the express consent of Grantee, it shall be a misdemeanor for any Person to tamper with, remove, or injure any property, equipment, or part of the Cable System or any means of receiving Cable Service or other service. Subject to applicable federal and state law, Franchising Authority shall incorporate into its criminal code, if not presently a part thereof, criminal misdemeanor law which shall enforce the intent of this Section 8.1. SECTION 9 Miscellaneous Provisions 9.1 Preemption. If the FCC or any other federal or state body or agency shall now or hereafter exercise any paramount jurisdiction over the subject matter of the Franchise, then to the extent such jurisdiction shall preempt and supersede or preclude the exercise of the like jurisdiction by Franchising Authority, the jurisdiction of Franchising Authority shall cease and no longer exist. 9.2 Emplovment Requirements. Grantee shall afford equal opportunity in employment to all qualified persons. No person shall be discriminated against in employment because of race, color, religion, national origin or sex. Grantee shall maintain and carry out a continuing program of specific practices designed to assure equal opportunity in every aspect of its employment policies and practices. 9.3 Actions of Franchising Authority. In any action by Franchising Authority or representative thereof mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious and timely manner. Furthermore, in any instance where approval or consent is required under the tenns hereof, such approval or consent shall not be unreasonably withheld. 9.4 Notice. Unless expressly otherwise agreed between the parties, every notice or response to be served upon Franchising Authority or Grantee shall be in writing, and shall be deemed to have been duly given to the required party five (5) business days after having been posted in a properly sealed and correctly addressed envelope by certified or registered mail, postage prepaid, at a Post Office or branch thereof regularly maintained by the U.S.Postal Service. The notices or responses to Franchising Authority shall be addressed as follows: Public Service Commission of West Virginia 21 1 Brooks Street Charleston, WV 25301 Attention: Cable Television Coordinator The notices or responses to Grantee shall be addressed as follows: Suddenlink Communications Attn: Government Relations P.O. Box 1220 403 8 Teays Valley Road Scott Depot, WV 25560 With a copy to: Suddenlink Communications Attention: Michael Zarrilli 12444 Powerscourt Drive Suite 450 St. Louis, MO 63 13 1 Franchising Authority and Grantee may designate such other address or addresses from time to time by giving written notice to the other party. 9.4 Descriptive Headinm. The captions to Sections contained herein are intended solely to facilitate the reading thereof. Such captions shall not affect the meaning or interpretation of the text herein. 9.5 Severability. If any Section, sentence, paragraph, tenn, or provision hereof is determined to be illegal, invalid, or unconstitutional, by any court of competent jurisdiction or by any state or federal regulatory authority having jurisdiction thereof, such determination shall have no effect on the validity of any other Section, sentence, paragraph, term or provision hereof, all of which shall remain in full force and effect for the tenn of the Franchise, or any renewal or renewals thereof. Passed and adopted this day of , 20 , subject to applicable federal, state and local law. PUBLIC SERVICE COMMISSION OF WEST VIRGINIA By: Commission Secretary Accepted this day of 7 20-9 subject to applicable federal, state and local law. CEBRIDGE ACQUISITION, LLC DBA SUDDENLINK COMMUNICATIONS By: Title: Vice President